UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number: 001-41872

DDC Enterprise Limited

368 9^th Ave., New York, NY 10001USA

+ 852-2803-0688

(Address of principal executive office)

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

Form 20-F ☒         Form 40-F☐

Information Contained in this Form 6-K Report

When used in this Form 6-K (this “Report”),unless otherwise indicated, the terms, “DDC,” “Company,” and “we” refer to DDC Enterprise Limited.

Entry into Material Agreements

As of July 11, 2025, the Company has 8,307,583 class A Ordinary shares, par value $0.40 per share (“Ordinary Shares”) issuedand outstanding.

As announced on June 17, 2025, the Company enteredinto three agreements to expand its Bitcoin treasury.

Securities Purchase Agreement

On June 16, 2025, the Company entered into a SecuritiesPurchase Agreement (the “SPA”) with certain purchasers (collectively, the “Purchasers”) and AnsonInvestments Master Fund L.P., acting through its general partner AIMF GP LLC, as collateral agent for the Purchasers (the “Agent”).The SPA provides for the issuance and sale of securities, as further described herein, of the Company to the Purchasers, pursuant to anexemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “SecuritiesAct”), and/or Regulation D promulgated thereunder.

Initial Closing. Under the terms of the SPA,on the Initial Closing Date (as defined in the SPA), the Company agreed to sell, and the Purchasers agreed to purchase, securities foran aggregate subscription amount of $27,000,000, comprising of senior secured convertible notes (“Initial Notes”),warrants (“Initial Warrants”), and ordinary shares, par value $0.40 per share (“Ordinary Shares”).The closing of the foregoing transactions is referred to as the “Initial Closing.” The obligations of the Company andthe Purchasers at the Initial Closing were subject to certain customary closing conditions. The SPA also included mutual representationsand warranties, covenants and indemnification provisions customary for similar transactions.

The Initial Notes mature on July 1, 2027, are convertibleinto Ordinary Shares at the conversion price set forth therein, subject to customary anti-dilution adjustments. The Initial Warrants areexercisable for Ordinary Shares immediately and expire five years from the date of issuance, at an exercise price set forth therein, subjectto customary anti-dilution adjustments. Holders are subject to beneficial ownership limitations consistent with market practice.

The Initial Closing took place on July 1, 2025. Atthe Initial Closing, the parties also executed certain security agreements.

Maxim Partners LLC (“Maxim”) actedas placement agent for the transaction. At the Initial Closing, the Company issued a warrant to Maxim to purchase Ordinary Shares, onterms set forth therein, which warrant is exercisable immediately and expires five years from the date of issuance.

Additional Closing. The SPA also contemplatesan optional additional closing (“Additional Closing”), pursuant to which the Company may sell, and the Purchasers maypurchase, upon mutual written consent, additional securities for an aggregate subscription amount of up to $275,000,000, comprising additionalSenior Secured Convertible Notes and warrants. The obligations of the Company and the Purchasers at the Additional Closing are subjectto conditions similar to those for the Initial Closing, with the additional condition for the Purchasers that no Event of Default (asdefined in the Notes) shall have occurred or be continuing.

Pursuant to the SPA, net proceeds from the offeringare to be used exclusively for purchasing Bitcoin, are required to be deposited into a cash collateral account, and are subject to releaseonly under specified conditions.

The notes are secured by a first-priority securityinterest in certain assets of the Company, including cash and Bitcoin holdings, pursuant to customary security agreements. Release ofthe collateral is subject to customary conditions.

The foregoing description of the SPA doesnot purport to be complete and is qualified in its entirety by reference to the full text of the SPA, the Initial Notes and theInitial Warrants, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein byreference.

ELOC Ordinary Share Purchase Agreement

As announced on June 17, 2025, on June 16, 2025, theCompany entered into an Ordinary Share Purchase Agreement (the “ELOC SPA”) with Anson Investments Master Fund LP andAnson East Master Fund LP (each a “Co-Investor” and the Co-Investors together, the “Investor”).Pursuant to the ELOC SPA, the Company may issue and sell to the Investor, from time to time, up to $200,000,000 (the “Total Commitment”)in aggregate gross purchase price of newly issued Ordinary Shares, in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b)of Regulation D.

The Company has the right, but not the obligation,to sell shares under the ELOC SPA, subject to customary conditions, including effectiveness of a registration statement covering the resaleof such shares. The Company expects to use the net proceeds from any sales under the ELOC SPA primarily to acquire additional bitcoinfor its corporate treasury.

The foregoing description of the ELOC SPA does not purport to be completeand is qualified in its entirety by reference to the full text of the ELOC SPA, which is attached hereto as Exhibit 10.4 and is incorporatedherein by reference.

Registration Rights Agreement

Concurrently with the execution of the SPA and theELOC SPA, on June 16, 2025, the Company and the Investors also entered into a Registration Rights Agreement to register under the SecuritiesAct, among other things, the resale of the Shares issued pursuant to the SPA and the ELOC SPA, as well as all warrant shares and sharesissued upon conversion under the SPA, as well as any capital stock issued or issuable with respect to the foregoing due to stock splits,dividends, recapitalizations, or similar events.

Pursuant to the Registration Rights Agreement, theCompany is required to register the resale of such securities by filing a registration statement with the SEC within 15 days of the applicableclosing date and to use its reasonable best efforts to have the registration statement declared effective by the SEC by the earlier of(i) the 45th calendar day after the closing date (or 60th day if subject to SEC full review) or (ii) the 2nd business day after SEC notificationthat the registration statement will not be reviewed. 

The foregoing description of the RegistrationRights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration RightsAgreement, which is attached hereto as Exhibit 10.5 and incorporated herein by reference.

Safe Harbor Statements

This filing contains forward-looking statements.These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.These forward-looking statements can be identified by terminology such as “in the process of,” “will,” “expects,”“anticipates,” “aims,” “future,” “intends,” “plans,” “believes,”“estimates,” “confident,” “potential,” “continue” or other similar expressions. Amongother things, completion of the reverse split and removal of the trade halt are forward-looking statements. DDC may also make writtenor oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”),in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directorsor employees to third parties. Statements that are not historical facts, including but not limited to statements about DDC’s beliefsand expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factorscould cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to thefollowing: DDC’s Bitcoin strategy, performance of JV’s; DDC’s growth strategies; its future business development, resultsof operations and financial condition; its ability to understand buyer needs and provide products and services to attract and retain buyers;its ability to maintain and enhance the recognition and reputation of its brand; its ability to rely on merchants and third-party logisticsservice providers to provide delivery services to buyers; its ability to maintain and improve quality control policies and measures; itsability to establish and maintain relationships with merchants; trends and competition in China’s e-commerce market; changes inits revenues and certain cost or expense items; the expected growth of China’s e-commerce market; PRC governmental policies andregulations relating to DDC’s industry, and general economic and business conditions globally and in China and assumptions underlyingor related to any of the foregoing. Further information regarding these and other risks is included in DDC’s filings with the SEC.All information provided in this report and in the attachments is as of the date of this report, and DDC undertakes no obligation to updateany forward-looking statement, except as required under applicable law.

SIGNATURES

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

EXHIBIT INDEX

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement(this “Agreement”) is dated as of June 16, 2025, among DDC Enterprise Limited, an exempted company incorporated withlimited liability under the laws of the Cayman Islands (the “Company”), each purchaser identified on the signaturepages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”),and Anson Investments Master Fund L.P., a Cayman Islands exempted limited partnership at all times acting through its general partner,AIMF GP LLC, a Texas limited liability company registered as a foreign company in the Cayman Islands, as collateral agent for the Purchasers(“Agent”).

WHEREAS, subject tothe terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of theSecurities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder as to the Shares, Notes, Conversion Shares,Warrants and Warrant Shares (each as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severallyand not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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

ARTICLE I.
DEFINITIONS

1.1 Definitions. In addition to theterms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given tosuch terms in the Notes, and (b) the following terms have the meanings set forth in this Section 1.1:

“AccountControl Agreement” means an account control agreement (or similar agreement), in form and substance satisfactory to the Agent,executed by the Company, the Agent and BitGo Prime LLC, as the relevant depository institution.

“AcquiringPerson” shall have the meaning ascribed to such term in Section 4.7.

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

“AdditionalClosing” means the closing of the purchase and sale of the Additional Notes and the Additional Warrants pursuant to Section2.2.

“AdditionalClosing Date” means the Trading Day in which all conditions precedent set forth in Section 2.3(b) and 2.4(b) to (i) the Purchaser’sobligations to pay the Subscription Amount for the Additional Notes and the Additional Warrants and (ii) the Company’s obligationsto deliver the Additional Notes and the Additional Warrants, in each case, have been satisfied or waived.

“AdditionalNotes” means the Senior Secured Convertible Notes, issued by the Company to the Purchasers hereunder on the Additional ClosingDate, in the form of Exhibit A attached hereto.

“AdditionalWarrants” means, collectively, the Ordinary Share purchase warrants delivered to the Purchasers at the Additional Closing inaccordance with Section 2.3(a) hereof, which Additional Warrants shall be exercisable immediately upon issuance and have a term of exerciseequal to five (5) years from the date of issuance, in the form of Exhibit C attached hereto.

“Affiliate”means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common controlwith a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“AgentIndemnitees” shall have the meaning ascribed to such term in Section 5.24.

“Boardof Directors” means the board of directors of the Company or any duly authorized committee thereof.

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

“Cash Collateral”means all cash at any time and from time to time deposited or to be deposited in the Cash Collateral Account.

“Cash CollateralAccount” means the Cash Collateral Account (as defined in the Security Documents).

“Closing”means each of the Initial Closing and the Additional Closing.

“ClosingDate” means each of the Initial Closing Date and the Additional Closing Date.

“Code”means the U.S. Internal Revenue Code of 1986, as amended.

“Collateral”means, as applicable, each of (i) the Cash Collateral, (ii) the Digital Asset Collateral, (iii) any other “Collateral” asdefined in the Security Agreement.

“CollateralAccount” means each of (i) the Cash Collateral Account and (ii) the Digital Asset Collateral Account.

“Commission”means the United States Securities and Exchange Commission.

“CompanyCayman Counsel” means Travers Thorp Alberga with offices located at 3605 Tower Two, Lippo Centre, 89 Queensway, Hong Kong.

“CompanyU.S. Counsel” means Loeb & Loeb LLP with offices located at 345 Park Avenue, New York, NY 10154.

“ConversionPrice” shall have the meaning ascribed to such term in the Notes.

“ConversionShares” means the Ordinary Shares issued and issuable pursuant to the terms of the Notes, without respect to any limitationor restriction on the conversion of the Notes.

“DigitalAssets” means Bitcoin (BTC).

“DigitalAsset Collateral” means all Digital Assets at any time and from time to time held in or credited to the Digital Asset Account(as defined in the Security Agreement”).

“DisclosureSchedules” shall have the meaning ascribed to such term in Section 3.1.

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

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

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

“ExemptIssuance” means (a) the Securities; (b) Ordinary Shares, restricted stock units or options to employees, officers, directors,consultants and investor relation agencies of the Company pursuant to the Company’s equity incentive plans or pursuant to compensationagreements authorized by the Board of Directors; (c) securities upon the exercise or exchange of or conversion of securities exercisableor exchangeable for or convertible into Ordinary Shares issued and outstanding on the date hereof, provided that such securities havenot been amended since the date hereof to increase the number of such securities or to decrease the exercise price, exchange price orconversion price of such securities (other than in connection with stock splits, combinations or pre-existing anti-dilution provisions,and other than in respect of securities subject to one-time price resets as authorized by the Company’s shareholders and/or Boardor Directors) or to extend the term of such securities; (d) securities issued as “restricted securities” (as defined in Rule144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith; providedthat such securities do not contain any provisions permitting to increase the number of such securities or to decrease the exercise price,exchange price or conversion price of such securities or contain any other resets or other adjustment provisions (other than in connectionwith stock splits or stock combinations), (e) securities issued pursuant to that certain Ordinary Share Purchase Agreement, by and amongthe Company, Anson Investments Master Fund LP and Anson East Master Fund LP, to be entered into on or about the date hereof (the “ELOCAgreement”), and (f) up to approximately 2.8 million Ordinary Shares at an average price of $10.30 per share (payable incash and/or conversion of outstanding debt) pursuant to subscription agreements to be entered into on or about the date hereof.

“FCPA”means the Foreign Corrupt Practices Act of 1977, as amended.

“GAAP”means generally accepted accounting principles in the United States in effect from time to time, consistently applied; provided that notwithstandinganything in any Transaction Document to the contrary, for purposes of all definitions and covenants under the Transaction Documents, anyobligations of a Person in respect of leases that would have been treated as operating leases, or are exempt from application under anavailable practical expedient, in accordance with Accounting Standards Codification 840 (regardless of whether or not then in effect)shall be treated as operating leases for purposes of all financial definitions, calculations and covenants, without giving effect to AccountingStandards Codification 842 requiring operating leases to be recharacterized or treated as capital leases.

“Indebtedness”of a Person shall include (a) all obligations for borrowed money or the deferred purchase price of property or services (excluding tradecredit and accounts payable incurred in the ordinary course of business), (b) all obligations evidenced by bonds, debentures, notes, orother similar instruments and all reimbursement or other obligations in respect of letters of credit, surety bonds, bankers acceptances,currency swap agreements, interest rate hedging agreements, interest rate swaps or other financial products, in each case, to the extentthe foregoing would appear on a balance sheet of such person as a liability, (c) all capital lease obligations (as determined in accordancewith GAAP), (d) all obligations or liabilities secured by a Lien on any asset of such Person, irrespective of whether such obligationor liability is assumed by such Person, and (e) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed,endorsed, co-made, discounted or sold with recourse) any of the foregoing obligations of any other Person.

“InitialClosing” means the closing of the purchase and sale of the Shares, Initial Notes and the Initial Warrants pursuant to Section2.1.

“InitialClosing Date” means the Trading Day on which all conditions precedent set forth in Section 2.3(a) and 2.4(a) to (i) the Purchaser’sobligations to pay the Subscription Amount for the Shares, Initial Notes and the Initial Warrants and (ii) the Company’s obligationsto deliver the Shares, Initial Notes and the Initial Warrants, in each case, have been satisfied or waived.

“InitialNotes” means the Senior Secured Convertible Notes, issued by the Company to the Purchasers hereunder on the Initial ClosingDate, in the form of Exhibit B attached hereto.

“InitialWarrants” means, collectively, the Ordinary Share purchase warrants delivered to the Purchasers at the Initial Closing in accordancewith Section 2.3(a) hereof, which Initial Warrants shall be immediately exercisable upon issuance and have a term of exercise equal tofive (5) years from such effective date, in the form of Exhibit D attached hereto.

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

“Lead Investor”means Anson Investments Master Fund L.P.

“LegendRemoval Date” shall have the meaning ascribed to such term in Section 4.1(c).

“Lien”means any mortgage, deed of trust, pledge, hypothecation, assignment for security, assignment by way of security, security interest, encumbrance,levy, lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any property, anyconditional sale or other title retention agreement, and any lease in the nature of a security interest.

“LTV Ratio”means, as of any time of determination, the quotient (expressed as a percentage of (i) the aggregate outstanding principal amount of theNotes, together with accrued and unpaid interest thereon, accrued and unpaid fees, and all reimbursable expenses and other obligationsof the Company hereunder, together with accrued and unpaid interest thereon (if applicable) to such time, divided by (ii) the sum of (a)the value of the Cash Collateral and (b) the value of the Digital Asset Collateral, in each case, as determined by Agent at such time.

“LTV ReleaseLevel” means 60%.

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

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

“MaximumRate” shall have the meaning ascribed to such term in Section 5.17.

“Notes”means the Initial Notes and the Additional Notes.

“OrdinaryShares” means the Class A ordinary shares of the Company, par value $0.40 per share, and any other class of securities intowhich such securities may hereafter be reclassified or changed.

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

“PermittedLien” shall have the meaning ascribed to such term in the Notes.

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

“Per SharePurchase Price” equals $6.50, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinationsand other similar transactions of the Ordinary Shares that occur after the date of this Agreement and prior to the Closing Date.

“PledgedSecurities” means any and all certificates and other instruments representing or evidencing all of the capital stock and otherequity interests of the Subsidiary Guarantors.

“PrincipalAmount” means, as to each Purchaser, the amounts set forth below such Purchaser’s signature block on the signature pageshereto next to the headings “Initial Note Principal Amount,” and “Additional Note Principal Amount,” in each case,in United States Dollars, which shall equal such Purchaser’s Subscription Amount, provided that the aggregate Principal Amount ofall Purchasers for the Initial Notes shall be $26,315,789 and an aggregate of $289,473,684 for the Additional Notes.

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

“PublicInformation Failure” shall have the meaning ascribed to such term in Section 4.3(b).

“PublicInformation Failure Payments” shall have the meaning ascribed to such term in Section 4.3(b).

“PurchaserParty” shall have the meaning ascribed to such term in Section 4.10.

“RegistrationRights Agreement” means the Registration Rights Agreement, dated on or about the date hereof, among the Company and the Purchasers,in the form of Exhibit G attached hereto.

“RegistrationStatement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and coveringthe resale by the Purchasers of the Shares and the Underlying Shares.

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

“RequiredHolders” means, as of any time, the Purchasers holding a majority of the outstanding principal balance of the Notes at suchtime.

“RequiredMinimum” means, as of any date, 100% of the maximum aggregate number of Ordinary Shares then issued or potentially issuablein the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon conversion or exercise in full of allNotes and Warrants, ignoring any conversion limits set forth therein.

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

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

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

“Securities”means the Shares, Notes, the Warrants and the Underlying Shares.

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

“SecurityAgreement” means the Security Agreement, dated the date hereof, among the Company, the Subsidiaries party thereto and the Agent,in the form of Exhibit E attached hereto.

“SecurityDocuments” shall mean, collectively, the Security Agreement, the Subsidiary Guarantees, the Account Control Agreement, the originalPledged Securities, and any other documents and filings required thereunder in order to grant the Purchasers a valid and enforceable firstpriority security interest in the assets of the Company and the Subsidiary Guarantors as provided in the Security Agreement.

“Shares”means Ordinary Shares issued or issuable to each Purchaser pursuant to this Agreement, but excluding the Underlying Shares.

“ShareSubscription Amount” means, as to each Purchaser, the amounts set forth below such Purchaser’s signature block on thesignature pages hereto next to the headings “Share Subscription Amount,” in United States Dollars, which shall be includedin the Purchaser’s Subscription Amount, provided that the aggregate Share Subscription Amount of all Purchasers for the Shares shallbe $2,000,000.

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

“SubscriptionAmount” means, as to each Purchaser, the aggregate amount to be paid for the Shares, Notes and Warrants purchased hereunderas specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”in United States dollars and in immediately available funds.

“Subsidiary”means, as to any Person, a corporation, partnership, exempted limited partnership, exempted company, limited liability company or otherentity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interestshaving such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers ofsuch corporation, partnership, exempted limited partnership, exempted company, or other entity are at the time owned, or the managementof which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwisequalified, all references to a “Subsidiary” or to “Subsidiaries” in the Transaction Documents shall refer to adirect or indirect Subsidiary or Subsidiaries of the Company.

“Non-PRCSubsidiary” means each Subsidiary that is not incorporated or formed in the PRC.

“SubsidiaryGuarantee” means the Subsidiary Guarantee, dated the date hereof, by the Subsidiary Guarantors party thereto from time to timein favor of the Purchasers, in the form of Exhibit F attached hereto.

“SubsidiaryGuarantor” shall mean each Non-PRC Subsidiary.

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

“TradingMarket” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on thedate in question: the New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq GlobalSelect Market, OTCQB Venture Market or OTCQX Best Market and any successors to any of the foregoing.

“TransactionDocuments” means this Agreement, the Registration Rights Agreement, the Notes, the Warrants, the Account Control Agreement,the Security Agreement, the Subsidiary Guarantees, all exhibits and schedules thereto and hereto and any other documents or agreementsexecuted by the Company or any Subsidiary Guarantor in connection with the transactions contemplated hereunder.

“TransferAgent” means Equiniti Trust Company, LLC, the current transfer agent of the Company, and any successor transfer agent of theCompany.

“UnderlyingShares” means the Conversion Shares and the Warrant Shares.

“VariableRate Transaction” shall have the meaning ascribed to such term in Section 4.12(b).

“VWAP”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listedor quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest precedingdate) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Dayfrom 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB Venture Market (“OTCQB”) or OTCQXBest Market (“OTCQX”) is not a Trading Market, the volume weighted average price of the Ordinary Shares for such date(or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for tradingon OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on the Pink Open Market operated by OTC Markets, Inc. (or asimilar organization or agency succeeding to its functions of reporting prices), the most recent bid price per Ordinary Share so reported,or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent appraiser selected in goodfaith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the feesand expenses of which shall be paid by the Company.

“Warrants”means the Initial Warrants and the Additional Warrants.

“WarrantShares” means the Ordinary Shares issued and issuable pursuant to the terms of the Warrants, without respect to any limitationor restriction on the exercise of the Warrants.

ARTICLE II.
PURCHASE AND SALE

2.1 InitialClosing. On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrentwith the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severallyand not jointly, agree to purchase, for an aggregate Subscription Amount of $27,000,000, consisting of (i) $25,000,000 ofsubscription amount for the Initial Notes (representing an aggregate principal amount of $26,315,789), (ii) the Initial Warrants and(iii) $2,000,000 of Shares. Upon satisfaction of the covenants and conditions set forth in Sections 2.3(a) and 2.4(a), the InitialClosing shall take place remotely by electronic transfer of the Initial Closing documentation.

2.2 AdditionalClosing. On the Additional Closing Date (if any), upon the terms and subject to the conditions set forth herein and upon mutualwritten consent (which consent may be, for the avoidance of doubt, provided by an e-email) of the parties, the Company agrees tosell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate Subscription Amount of $275,000,000 of theAdditional Notes, with an aggregate principal amount of $289,473,684, and the Additional Warrants. Upon satisfaction of thecovenants and conditions set forth in Sections 2.3(b) and 2.4(b), the Additional Closing shall take place remotely by electronictransfer of the Additional Closing documentation.

2.3 Deliveries.

(a) InitialClosing.

2.4 ClosingConditions.

(a) InitialClosing.

(b) AdditionalClosing.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

3.1 Representationsand Warranties of the Company. Except as set forth in the Disclosure Schedules and the SEC Reports, which Disclosure Schedulesand SEC Reports shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of thedisclosure contained in the corresponding section of the Disclosure Schedules or the SEC Reports, as applicable, the Company herebymakes the following representations and warranties to each Purchaser:

(a) Subsidiaries.All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly orindirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issuedand outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free ofpreemptive and similar rights to subscribe for or purchase securities.

(b) Organizationand Qualification. Each of the Company and the Subsidiaries is an entity duly incorporated or otherwise organized, validlyexisting and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power andauthority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor anySubsidiary is in violation nor default of any of the provisions of its respective constitutional documents, bylaws or otherorganizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in goodstanding as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or propertyowned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be,would not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability ofany Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition(financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on theCompany’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of(i), (ii) or (iii), a “Material Adverse Effect”), and, to the Company’s knowledge, no Proceeding has beeninstituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authorityor qualification.

(c) Authorization;Enforcement.

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

(ii) EachSubsidiary Guarantor has the requisite power and authority to enter into and to consummate the transactions contemplated by theSubsidiary Guarantee and otherwise to carry out its obligations thereunder. The execution and delivery of the Subsidiary Guaranteeand the consummation by the Company of the transactions contemplated thereby have been duly authorized by all necessary corporate orother action on the part of the applicable Subsidiary Guarantor, and no further corporate or other action is required by therespective Subsidiary Guarantor, its directors, shareholders, managers or its members in connection therewith. The SubsidiaryGuarantee has been (or upon delivery will have been) duly executed by the respective Subsidiary Guarantor and, when delivered inaccordance with the terms thereof, will constitute the valid and binding obligation of the respective Subsidiary Guarantorenforceable against such Subsidiary Guarantor in accordance with its terms, except (A) as listed by general equitable principals andapplicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement ofcreditors’ rights generally, (B) as limited by laws relating to the availability of specific performance, injunctive relief orother equitable remedies and (C) insofar as indemnification and contribution provisions may be limited by applicable law.

(d) NoConflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to whichit is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby andthereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’sconstitutional documents, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or anevent that with notice or lapse of time or both would become a default) under, result in the creation of any Lien (other than aPermitted Lien) upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination,amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of,any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or otherunderstanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiaryis bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule,regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company ora Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of theCompany or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not, individuallyor in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings,Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any noticeto, or make any filing or registration with, any court or other federal, state, local or other governmental authority or otherPerson in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) thefilings required pursuant to Section 4.6 of this Agreement, (ii) the notice and/or application(s) to each applicable Trading Marketfor the issuance and sale of the Securities and the listing of the Underlying Shares for trading thereon in the time and mannerrequired thereby, (iii) the filing of Form D with the Commission and such filings as are required to be made under applicable statesecurities laws, (iv) filings to be made under the Security Documents, and (v) the Registration Statement (as defined herein)(collectively, the “Required Approvals”).

(f) Issuanceof the Securities; Registration. The Notes, the Warrants and the Shares are duly authorized and, when issued and paid for in accordancewith the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liensimposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Shares, Warrants and Notes,when paid for and issued in accordance with this Agreement, will constitute valid and binding obligations of the Company, enforceableagainst the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganizationor similar laws affecting the rights of creditors generally and subject to general principles of equity. The Underlying Shares are dulyauthorized and, when issued in accordance with the terms of the applicable Transaction Documents, will be validly issued, fully paidand nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the TransactionDocuments. The Company has reserved from its duly authorized capital stock a number of Ordinary Shares for issuance of the UnderlyingShares at least equal to the Required Minimum on the date hereof. The Company is eligible to use Form F-3 under the Securities Act andit meets the transaction requirements as set forth in General Instruction I.B.5 of Form F-3.

(g) Capitalization.The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also includethe number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company hasnot issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exerciseof share options under the Company’s incentive share plans, the issuance of Ordinary Shares pursuant to the Company’s incentiveshare plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recentlyfiled periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, orany similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase andsale of the Securities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribeto, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisableor exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares or the capital stock of any Subsidiary,or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additionalOrdinary Shares or Ordinary Share Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligatethe Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Purchasers). There are no outstandingsecurities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or resetprice of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securitiesor instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments,understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or suchSubsidiary. Except as set forth on Schedule 3.1(g), the Company does not have any stock appreciation rights or “phantom stock”plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized,validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none ofsuch outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Nofurther approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities(other than the Required Approvals). There are no shareholders agreements, voting agreements or other similar agreements with respectto the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of theCompany’s shareholders, as applicable.

(h) SECReports; Financial Statements. Except as set forth on Schedule 3.1(h), the Company has filed all reports, schedules, forms,statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuantto Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company wasrequired by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documentsincorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basisor has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any suchextension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the SecuritiesAct and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material factor omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the lightof the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) underthe Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects withapplicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time offiling. Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financialstatements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, andfairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for thedates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,to normal, immaterial, year-end audit adjustments.

(i) MaterialChanges; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements includedwithin the SEC Reports, (i) there has been no event, occurrence or development that has had or that would reasonably be expected toresult in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A)trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilitiesnot required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with theCommission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend ordistribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem anyshares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, exceptpursuant to existing Company stock incentive plans. The Company does not have pending before the Commission any request forconfidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement, no event,liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist withrespect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financialcondition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation ismade or deemed made that has not been publicly disclosed prior to the time that this Agreement is deemed executed.

(j) Litigation.Except as set forth on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigationpending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respectiveproperties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state,county, local or foreign) (collectively, an “Action”). None of the Actions set forth on Schedule 3.1(j), (i)adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or(ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neitherthe Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim ofviolation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and tothe knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or anycurrent or former director or officer of the Company. The Commission has not issued any stop order or other order suspending theeffectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(k) LaborRelations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of theCompany, which would reasonably be expected to result in a Material Adverse Effect. None of the Company’s or itsSubsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or suchSubsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company andits Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executiveofficer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employmentcontract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract oragreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer doesnot subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company andits Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment andemployment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance wouldnot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l) Compliance.Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not beenwaived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has theCompany or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loanor credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound(whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court,arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of anygovernmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmentalprotection, occupational health and safety, product quality and safety and employment and labor matters, except in each case aswould not have or reasonably be expected to result in a Material Adverse Effect.

(m) EnvironmentalLaws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating topollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface orsubsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into theenvironment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport orhandling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments,licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder(“Environmental Laws”); (ii) have received all permits, licenses or other approvals required of them underapplicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions ofany such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply would be reasonably expectedto have, individually or in the aggregate, a Material Adverse Effect.

(n) RegulatoryPermits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriatefederal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SECReports, except where the failure to possess such permits would not reasonably be expected to result in a Material Adverse Effect(“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relatingto the revocation or modification of any Material Permit.

(o) Titleto Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them andgood and marketable title in all personal property owned by them that is material to the business of the Company and theSubsidiaries, in each case free and clear of all Liens, except for (i) Permitted Liens and (ii) Liens as do not materially affectthe value of such property and do not materially interfere with the use made and proposed to be made of such property by the Companyand the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them undervalid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

(p) IntellectualProperty. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademarkapplications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights andsimilar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports andwhich the failure to so have would have a Material Adverse Effect (collectively, the “Intellectual PropertyRights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of,the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned,within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of thelatest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge thatthe Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably beexpected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights areenforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and itsSubsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectualproperties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a MaterialAdverse Effect. The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title tothe Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses touse all Intellectual Property Rights that are necessary to conduct its business.

(q) Insurance.The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and insuch amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, butnot limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Companynor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when suchcoverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without asignificant increase in cost.

(r) TransactionsWith Affiliates and Employees. Except as set forth on Schedule 3.1(r), none of the officers or directors of the Companyor any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees,officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by,providing for rental of real or personal property to or from providing for the borrowing of money from or lending of money to, orotherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity inwhich any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, shareholder,member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered,(ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock optionagreements or restricted stock agreements under any stock incentive plan of the Company.

(s) Sarbanes-Oxley;Internal Accounting Controls. Except as otherwise disclosed in the SEC Reports, the Company and the Subsidiaries are incompliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the datehereof and as of each Closing Date, and any and all applicable rules and regulations promulgated by the Commission thereunder thatare effective as of the date hereof and as of each Closing Date. The Company and the Subsidiaries maintain a system of internalaccounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance withmanagement’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation offinancial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only inaccordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is comparedwith the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company andthe Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) forthe Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to bedisclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported,within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluatedthe effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period coveredby the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Companypresented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about theeffectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the EvaluationDate, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) ofthe Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal controlover financial reporting of the Company and its Subsidiaries.

(t) CertainFees. Other than with respect to Maxim Group LLC, no brokerage or finder’s fees or commissions are or will be payable bythe Company or any Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank orother Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligationwith respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in thisSection that may be due in connection with the transactions contemplated by the Transaction Documents.

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

(v) RegistrationRights. Other than each of the Purchasers pursuant to the Registration Rights Agreement, and except as otherwise disclosed onSchedule 3.1(v), no Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Actof any securities of the Company or any Subsidiaries.

(w) Listingand Maintenance Requirements. The Ordinary Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and theCompany has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration ofthe Ordinary Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplatingterminating such registration. Except as disclosed in its SEC Reports, the Company has not, in the 12 months preceding the datehereof, received notice from any Trading Market on which the Ordinary Shares are or has been listed or quoted to the effect that theCompany is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reasonto believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenancerequirements. The Ordinary Shares are currently eligible for electronic transfer through the Depository Trust Company or anotherestablished clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such otherestablished clearing corporation) in connection with such electronic transfer.

(x) Applicationof Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicableany control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similaranti-takeover provision under the Company’s memorandum of association (or similar charter documents) or the laws of its state ofincorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligationsor exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuanceof the Securities and the Purchasers’ ownership of the Securities.¹

(y) Disclosure.Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Companyconfirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counselwith any information that it believes constitutes or might constitute material, non-public information which is not otherwisedisclosed in the SEC Reports. The Company understands and confirms that the Purchasers will rely on the foregoing representation ineffecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to thePurchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby,including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a materialfact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstancesunder which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding thedate of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under whichthey were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made anyrepresentations or warranties with respect to the transactions contemplated hereby other than those specifically set forth inSection 3.2 hereof.

(z) NoIntegrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made anyoffers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering ofthe Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require theregistration of the Securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any TradingMarket on which any of the securities of the Company are listed or designated.

(aa) Indebtedness.Based on the consolidated financial condition of the Company as of each Closing Date, after giving effect to the receipt by theCompany of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceedsthe amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (includingknown contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carryon its business as now conducted and as proposed to be conducted including its capital needs taking into account the particularcapital requirements of the business conducted by the Company, consolidated and projected capital requirements and capitalavailability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were itto liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amountson or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond itsability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of itsdebt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization,winding-up or liquidation under the bankruptcy, winding-up or reorganization laws of any jurisdictions within one year from eachClosing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of theCompany or any Subsidiary, or for which the Company or any Subsidiary has commitments. Neither the Company nor any Subsidiary is indefault with respect to any Indebtedness.

(bb) TaxStatus. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in aMaterial Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and localincome and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it issubject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined tobe due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the paymentof all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are nounpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Companyor of any Subsidiary know of no basis for any such claim.

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

(dd) Accountants.Enrome LLP is the Company’s accounting firm and to the Company’s knowledge Enrome LLP is a registered public accountingfirm as required by the Exchange Act and (ii) has not notified the Company that it shall not express its opinion with respect to thefinancial statements to be included in the Company’s Annual Report for the fiscal year ended December 31, 2025.

(ee) Seniority.As of each Closing Date, no Indebtedness or other claim against the Company is senior to the Notes in right of payment, whether withrespect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money securityinterests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as tothe property covered thereby).

(ff) NoDisagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipatedby the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company whichcould affect the Company’s ability to perform any of its obligations under any of the Transaction Documents and the Company iscurrent with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform anyof its obligations under any of the Transaction Documents.

(gg) AcknowledgmentRegarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is actingsolely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactionscontemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of theCompany (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and anyadvice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents andthe transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company furtherrepresents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents hasbeen based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(hh) AcknowledgmentRegarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding(except for Sections 3.2(h) and 4.15 hereof), it is understood and acknowledged by the Company that: (i) no Purchaser has been askedby the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of theCompany, or “derivative” securities based on securities issued by the Company or to hold the Securities for anyspecified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation,Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions,may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-partiesin “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a“short” position in the Ordinary Shares, and (iv) each Purchaser shall not be deemed to have any affiliation with orcontrol over any arm’s length counter-party in any “derivative” transaction. The Company further understands andacknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Securitiesare outstanding, including, without limitation, during the periods that the value of the Underlying Shares deliverable with respectto Securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing shareholders’equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges thatsuch aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

(ii) RegulationM Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, anyaction designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitatethe sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of,any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any othersecurities of the Company other than, in the case of clauses (ii) and (iii), compensation paid to Maxim Group LLC in connection withthe placement of the Securities.

(jj) FormF-3 Eligibility. The Company is eligible to register the resale of the Shares and Underlying Shares for resale by the Purchaseron Form F-3 promulgated under the Securities Act.

(kk) StockOption Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordancewith the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value ofthe Ordinary Shares on the date such stock option would be considered granted under GAAP and applicable law. No stock option grantedunder the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has beenno Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stockoptions with, the release or other public announcement of material information regarding the Company or its Subsidiaries or theirfinancial results or prospects.

(ll) Cybersecurity.(i)(x) Except as set forth on Schedule 3.1(ll), there has been no security breach or other compromise of or relating to any of theCompany’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (includingthe data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it),equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have notbeen notified of, and have no knowledge of, any event or condition that would reasonably be expected to result in, any securitybreach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with allapplicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental orregulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data andto the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not,individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented andmaintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity,continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implementedbackup and disaster recovery processes consistent with industry standards and practices.

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

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

(oo) BankHolding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly orindirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) ormore of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither theCompany nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or anyentity that is subject to the BHCA and to regulation by the Federal Reserve.

(pp) MoneyLaundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance withapplicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, asamended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “MoneyLaundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or anyarbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of theCompany or any Subsidiary, threatened.

(qq) PrivatePlacement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, noregistration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers ascontemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the TradingMarket.

(rr) NoGeneral Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of theSecurities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to thePurchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

(ss) NoDisqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under theSecurities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officerof the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstandingvoting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under theSecurities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualificationsdescribed in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for aDisqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether anyIssuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with itsdisclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

(tt) OtherCovered Persons. Other than Maxim Group LLC, the Company is not aware of any person (other than any Issuer Covered Person) thathas been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of anySecurities.

(uu) Compliancewith SAFE Regulations. The Company has taken all reasonable steps to cause all of the Company’s shareholders and optionholders who are residents or citizens of the People’s Republic of China (“PRC”), to comply with anyapplicable rules and regulations of the State Administration of Foreign Exchange (“SAFE”) relating to suchshareholders’ and option holders’ shareholding with the Company (the “SAFE Rules and Regulations”),including, without limitation, taking reasonable steps to require each shareholder or option holder that is, or is directly orindirectly owned or controlled by, a resident or citizen of the PRC to complete any registration and other procedures required underapplicable SAFE Rules and Regulations.

(vv) M&Aand CSRC Rules.2 The Company is aware of and has been advisedas to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by theMinistry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the StateAdministration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and SAFE on August8, 2006 and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof thatpurport to require the approval of the CSRC prior to the listing and trading of securities on a stock exchange located outside ofthe PRC; the Company has received legal advice specifically with respect to the M&A Rules from Company PRC Counsel and based onsuch legal advice, the Company confirms with the Purchasers:

(ww) Noticeof Disqualification Events. The Company will notify the Purchasers in writing, prior to each Closing Date of (i) anyDisqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, reasonably beexpected to become a Disqualification Event relating to any Issuer Covered Person.

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

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

(b) Understandingsor Arrangements. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaserunderstands that the Securities are “restricted securities” and have not been registered under the Securities Act or anyapplicable state securities law and is acquiring such Securities as principal for his, her or its own account and not with a view toor for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable statesecurities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicablestate securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regardingthe distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representationand warranty not limiting such Purchaser’s right to sell such Securities pursuant to a registration statement or otherwise incompliance with applicable federal and state securities laws).

(c) PurchaserStatus. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date onwhich it converts any Notes or exercises any Warrants, it will be either (i) an “accredited investor” as defined in Rule501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualifiedinstitutional buyer” as defined in Rule 144A(a) under the Securities Act.

(d) GeneralSolicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Securities as a result of any advertisement,article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast overtelevision or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.

(e) Reserved.

(f) NoGovernmental Review. Such Purchaser understands that no United States agency or any other government or governmental agency haspassed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in theSecurities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(g) NoIntention to Effect a Change of Control. Such Purchaser has no present intent to effect a “change of control” of theCompany as such term is understood under the rules promulgated pursuant to Section 13(d) of the Exchange Act and under the rules ofNYSE American. Notwithstanding the foregoing, in the case of a Purchase that is a multi-managed investment vehicle whereby separateportfolio managers manage separate portions of such Purchaser’s assets, the representation set forth above shall only applywith respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securitiescovered by this Agreement.

(h) Accessto Information. Such Purchaser acknowledges that it has reviewed the Transaction Documents (including all exhibits and schedulesthereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and toreceive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and themerits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, resultsof operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) theopportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expensethat is necessary to make an informed investment decision with respect to the investment.

The Company acknowledges and agrees that the representationscontained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representationsand warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any otherdocument or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplatedhereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty,or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES

4.1 Removal ofLegends.

(a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer ofSecurities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser orin connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Companyan opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shallbe reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securityunder the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreementand the Registration Rights Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the RegistrationRights Agreement.

(b) The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in thefollowing form:

NEITHER THIS SECURITY NOR THE SECURITIESINTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSIONOF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANTTO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCEWITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTIONWITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITEDINVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

The Company acknowledgesand agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or granta security interest in some or all of the Securities to a financial institution that is an “accredited investor” as definedin Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or securedSecurities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legalopinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shallbe required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentationas a pledgee or secured party of the Securities may reasonably request in connection with a pledge or transfer of the Securities, including,if the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any requiredprospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriatelyamend the list of Selling Stockholders (as defined in the Registration Rights Agreement) thereunder.

(c) Certificates evidencing the Shares and Underlying Shares shall not contain any legend (including the legend set forth in Section4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effectiveunder the Securities Act, (ii) following any sale of such Shares or Underlying Shares pursuant to Rule 144 (assuming cashless exerciseof the Warrants), (iii) if such Shares or Underlying Shares are eligible for sale under Rule 144 (assuming cashless exercise of the Warrants)or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncementsissued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent or the Purchaserpromptly if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively.If all or any portion of a Warrant or Note is exercised or converted, as applicable, at a time when there is an effective registrationstatement to cover the resale of the Underlying Shares, or if such Underlying Shares or Shares may be sold under Rule 144 (assuming cashlessexercise of the Warrants) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicialinterpretations and pronouncements issued by the staff of the Commission) then such Shares or Underlying Shares shall be issued free ofall legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), it will, no laterthan the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as definedbelow) following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate or book-entry statement representingthe Shares or Underlying Shares, as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”),deliver or cause to be delivered to such Purchaser a certificate or book-entry statement representing such shares that is free from allrestrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlargethe restrictions on transfer set forth in this Section 4. Certificates or book entry statements for Shares and Underlying Shares subjectto legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’sprime broker with the Depository Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period”means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respectto the Ordinary Shares as in effect on the date of delivery of a certificate or book-entry statement representing Shares or UnderlyingShares issued with a restrictive legend.

(d) In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, (i) as partial liquidateddamages and not as a penalty, for each $1,000 of Shares or Underlying Shares (based on the VWAP of the Ordinary Shares on the date suchSecurities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 perTrading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day afterthe Legend Removal Date until such certificate or report is delivered without a legend and (ii) if the Company fails to (a) issue anddeliver (or cause to be delivered) to a Purchaser by the Legend Removal Date a certificate or report representing the Shares or UnderlyingShares so delivered to the Company by such Purchaser that is free from all restrictive and other legends and (b) if after the Legend RemovalDate such Purchaser purchases (in an open market transaction or otherwise) Ordinary Shares, to deliver in satisfaction of a sale by suchPurchaser of all or any portion of the number of Ordinary Shares, or a sale of a number of Ordinary Shares equal to all or any portionof the number of Ordinary Shares that such Purchaser anticipated receiving from the Company without any restrictive legend, then, an amountequal to the excess of such Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses,if any) for the Ordinary Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-InPrice”) over the product of (A) such number of Shares or Underlying Shares that the Company was required to deliver to suchPurchaser by the Legend Removal Date multiplied by (B) the lowest closing sale price of the Ordinary Shares on any Trading Day duringthe period commencing on the date of the delivery by such Purchaser to the Company of the applicable Shares or Underlying Shares (as thecase may be) and ending on the date of such delivery and payment under this Section 4.1(d).

4.2 Acknowledgment ofDilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding OrdinaryShares, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligationsunder the Transaction Documents, including, without limitation, its obligation to issue the Underlying Shares pursuant to theTransaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction,regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutiveeffect that such issuance may have on the ownership of the other shareholders of the Company.

4.3 Furnishing ofInformation; Public Information.

(a) Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants tomaintain the registration of the Ordinary Shares under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensionsin respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereofpursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

(b) Atany time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the Shares,the Conversion Shares and the Warrant Shares (assuming cashless exercise) may be sold without the requirement for the Company to be incompliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail forany reason to satisfy the current public information requirement under Rule 144(c) or (ii) has ever been an issuer described in Rule 144(i)(1)(i)or becomes an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “PublicInformation Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser,in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Sharesor Underlying Shares, an amount in cash equal to two percent (2.0%) of the aggregate Subscription Amount of such Purchaser’s Securitieson the day of a Public Information Failure and on every thirtieth (30^th) day (pro rated for periods totaling less than thirtydays) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public informationis no longer required  for the Purchasers to transfer the Shares or Underlying Shares pursuant to Rule 144.  The payments towhich a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public InformationFailure Payments are incurred and (ii) the third (3^rd) Business Day after the event or failure giving rise to the Public InformationFailure Payments is cured.  In the event the Company fails to make Public Information Failure Payments in a timely manner, such PublicInformation Failure Payments shall bear interest at the rate of one and a half percent (1.5)% per month (prorated for partial months)until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure,and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decreeof specific performance and/or injunctive relief.

4.4 Integration.The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined inSection 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would requirethe registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of theSecurities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior tothe closing of such other transaction.

4.5 Conversion andExercise Procedures. The form of Notice of Conversion included in the Notes and the form of Notice of Exercise included in theWarrants set forth the totality of the procedures required of the Purchasers in order to convert the Notes or exercise the Warrants,as applicable. Without limiting the preceding sentence, no ink-original Notice of Conversion or Notice of Exercise shall berequired, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form or Noticeof Exercise form be required in order to convert the Notes or exercise the Warrants, as applicable. No additional legal opinion,other information or instructions shall be required of the Purchasers to convert their Notes or exercise their Warrants, asapplicable. The Company shall honor conversions of the Notes and exercises of the Warrants and shall deliver Underlying Shares inaccordance with the terms, conditions and time periods set forth in the Transaction Documents.

4.6 Securities LawsDisclosure; Publicity. The Company shall file a Report of Foreign Private Issuer on Form 6-K, including the TransactionDocuments as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of suchReport of Foreign Private Issuer on Form 6-K, the Company represents to the Purchasers that it shall have publicly disclosed allmaterial, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of theirrespective officers, directors, employees, Affiliates or agents in connection with the transactions contemplated by the TransactionDocuments. In addition, effective upon the issuance of such Report of Foreign Private Issuer on Form 6-K, the Company acknowledgesand agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between theCompany, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, on the one hand,and any of the Purchasers or any of their Affiliates on the other hand, shall terminate and be of no further force or effect. TheCompany understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions insecurities of the Company. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, orinclude the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the priorwritten consent of such Purchaser, except (a) as required by federal securities law in connection with (i) any registrationstatement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commissionand (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide thePurchasers with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaserregarding such disclosure.

4.7 ShareholderRights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that anyPurchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted bythe Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receivingSecurities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

4.8 Non-PublicInformation. Except with respect to the material terms and conditions of the transactions contemplated by the TransactionDocuments, which shall be disclosed pursuant to Section 4.6, the Company covenants and agrees that neither it, nor any other Personacting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Companyreasonably believes constitutes, material, non-public information, unless prior thereto such Purchaser shall have consented inwriting to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Companyunderstands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities ofthe Company. To the extent that the Company, any of its Subsidiaries, or any of their respective officers, directors, agents,employees, or Affiliates delivers any material, non-public information to a Purchaser without such Purchaser’s consent, theCompany hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of itsSubsidiaries, or any of their respective officers, directors, employees, Affiliates, or agents, or a duty to the Company, any of itsSubsidiaries or any of their respective officers, directors, employees, Affiliates or agents, not to trade on the basis of, suchmaterial, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any noticeprovided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company orany Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant toa Report of Foreign Private Issuer on Form 6-K. The Company understands and confirms that each Purchaser shall be relying on theforegoing covenant in effecting transactions in securities of the Company.

4.9 Use ofProceeds. The Company shall use the net proceeds from the sale of the Securities hereunder exclusively for the purchase ofBitcoin and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than the Notesor the payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemptionof any Ordinary Shares or Ordinary Share Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation ofFCPA or OFAC regulations. All proceeds from the sale of Securities hereunder shall be deposited into the Cash Collateral Account andshall constitute the Cash Collateral, subject to release only in accordance with Section 4.13 hereof.

4.10 Indemnification.Subject to the provisions of this Section 4.10, the Company will indemnify and hold each Purchaser and its directors, officers,shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holdingsuch titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning ofSection 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members,partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding alack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from anyand all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paidin settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may sufferor incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by theCompany in this Agreement or in the other Transaction Documents, (b) any action instituted against the Purchaser Parties in anycapacity, or any of them or their respective Affiliates, by any shareholder of the Company who is not an Affiliate of such PurchaserParty, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon amaterial breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or anyagreements or understandings such Purchaser Party may have with any such shareholder or any violations by such Purchaser Party ofstate or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud,gross negligence or willful misconduct), or (c) in connection with any registration statement of the Company providing for theresale by the Purchasers of the Shares or Underlying Shares, the Company will indemnify each Purchaser Party, to the fullest extentpermitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, withoutlimitation, reasonable attorneys’ fees) and expenses, as incurred, arising out of or relating to (i) any untrue or allegeduntrue statement of a material fact contained in such registration statement, any prospectus or any form of prospectus or in anyamendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omissionof a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus orsupplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only tothe extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser Party furnished inwriting to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation by the Companyof the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith.If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement,such Purchaser Party shall promptly notify the Company in writing, and, the Company shall have the right to assume the defensethereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right toemploy separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shallbe at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized bythe Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counselor (iii) in such action there is, in the reasonable opinion of counsel a material conflict on any material issue between theposition of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonablefees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under thisAgreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not beunreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability isattributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by suchPurchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.10 shall bemade by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received orare incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of anyPurchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

4.11 Reservation andListing of Securities.

(a) The Company shall maintain a reserve of the Required Minimum from its duly authorized Ordinary Shares for issuance pursuant tothe Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents.

(b) If, on any date, the number of authorized but unissued (and otherwise unreserved) Ordinary Shares is less than the Required Minimumon such date, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s memorandum and articlesof association to increase the number of authorized but unissued Ordinary Shares to at least the Required Minimum at such time, as soonas possible and in any event not later than the 75th day after such date.

(c) The Company shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with suchTrading Market an additional shares listing application covering a number of Ordinary Shares at least equal to the Required Minimum onthe date of such application, (ii) take all steps necessary to cause such Ordinary Shares to be approved for listing or quotation on suchTrading Market as soon as possible thereafter, (iii) provide to the Purchasers evidence of such listing or quotation and (iv) maintainthe listing or quotation of such Ordinary Shares on any date at least equal to the Required Minimum on such date on such Trading Marketor another Trading Market. The Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the DepositoryTrust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the DepositoryTrust Company or such other established clearing corporation in connection with such electronic transfer.

4.12 Subsequent Equity Sales.

(a) From the date hereof until the earlier of (i) sixty (60) days after each Closing Date and (ii) the day the closing price of theOrdinary Shares on the Trading Market equals or exceeds 2.0 times the Conversion Price then in effect, neither the Company nor any Subsidiaryshall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Ordinary Shares or Ordinary ShareEquivalents or (ii) file any registration statement or any amendment or supplement thereto, other than the filing of any registrationstatement or any amendment thereto with respect to the Shares or Underlying Shares as contemplated pursuant to Section 4.22 herein, thefiling of a “universal shelf” registration statement on Form F-3, or the filing of a registration statement on Form S-8 inconnection with any employee benefit plan.

(b) From the date hereof until such time as no Purchaser holds any of the Notes, the Company shall be prohibited from effecting orentering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Ordinary Shares or Ordinary Share Equivalents(or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transactionin which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, orinclude the right to receive, additional Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other pricethat is based upon, and/or varies with, the trading prices of or quotations for the Ordinary Shares at any time after the initial issuanceof such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future dateafter the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectlyrelated to the business of the Company or the market for the Ordinary Shares or (ii) enters into, or effects a transaction under, anyagreement, including, but not limited to, an equity line of credit or an “at-the-market” facility, whereby the Company mayissue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been issued and regardlessof whether such agreement is subsequently canceled; provided, that, notwithstanding the foregoing, transactions contemplated by the ELOCAgreement shall not be deemed a Variable Rate Transaction. Any Purchaser shall be entitled to obtain injunctive relief against the Companyto preclude any such issuance, which remedy shall be in addition to any right to collect damages.

(c) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance, except that no Variable RateTransaction shall be an Exempt Issuance3.

4.13 Collateral andCollateral Accounts. From the date hereof until such time as no Purchaser holds any of the Notes, the Company shall not releasethe Cash Collateral or Digital Asset Collateral from the applicable Collateral Accounts unless (i) the Company provides eachPurchaser and the Agent notice at or before 12:00 p.m. (noon) on the Business Day prior to the date of the requested releasespecifying which Collateral is to be released, and (ii) the following conditions set forth in clauses (a) and/or (b) below, asapplicable, are satisfied or waived at the time of the release (in which case Agent shall promptly so notify each Purchaser):

(a) In the event the Company requests the release of any Cash Collateral from the Cash Collateral Account:

(i) the Cash Collateral is being released for the purpose of settling sales of such Cash Collateral on an “arm’s length”basis for Digital Assets;

(ii) all of the purchased Digital Assets shall be delivered, on a delivery versus payment basis against the payment of the relevantCash Collateral from the Cash Collateral Account, to the Digital Asset Collateral Account; and

(iii) no Event of Default shall have occurred and be continuing or would result from such release.

(b) In the event the Company requests the release of Digital Asset Collateral from the Digital Asset Collateral Account:

(i) the LTV Ratio before, and immediately after, giving effect to such release shall not exceed the LTV Release Level;

(ii) the LTV Ratio has been equal to or less than the LTV Release Level for five (5) consecutive Business Days; and

(iii) no Event of Default shall have occurred and be continuing or would result from such release.

4.14 Equal Treatmentof Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Personto amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is alsooffered to all of the parties to such Transaction Documents. Further, the Company shall not make any payment of principal orinterest on the Notes in amounts which are disproportionate to the respective principal amounts outstanding on the Notes at anyapplicable time. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Companyand negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in anyway be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securitiesor otherwise.

4.15 CertainTransactions and Confidentiality. Each Purchaser, severally and not jointly with theother Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by theCompany pursuant to the initial Report of Foreign Private Issuer on Form 6-K as described in Section 4.6, such Purchaser willmaintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules(other than as disclosed to its legal and other representatives). Notwithstanding the foregoing, and notwithstanding anythingcontained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes anyrepresentation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company afterthe time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial Report of ForeignPrivate Issuer on Form 6-K as described in Section 4.6, (ii) no Purchaser shall be restricted or prohibited from effecting anytransactions in any securities of the Company in accordance with applicable securities laws from and after the time that thetransactions contemplated by this Agreement are first publicly announced pursuant to the initial Report of Foreign Private Issuer onForm 6-K as described in Section 4.6 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in thesecurities of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees,Affiliates or agent after the issuance of the initial Report of Foreign Private Issuer on Form 6-K as described in Section 4.6.Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfoliomanagers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of theinvestment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forthabove shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision topurchase the Securities covered by this Agreement.

4.16 Form D; Blue SkyFilings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to providea copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determineis necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing underapplicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actionspromptly upon request of any Purchaser.

4.17 Reserved.

4.18 Reserved.

4.19 Participationin Future Financing.

(a) From the date hereof through the date that is twelve (12) months after the date on which the Notes are no longer outstanding, uponany issuance by the Company or any of its Subsidiaries of any Indebtedness (including but not limited to privately placed Indebtednessor equity-linked Indebtedness), any preferred stock, Ordinary Shares, options or securities convertible into Ordinary Shares (a “SubsequentPlacement”), the Purchasers shall have the right to purchase their respective Pro Rata Portion of the Participation Maximum,on the same terms, conditions and price provided for in the Subsequent Placement. For purposes hereof “Participation Maximum”means 50% and “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the applicableClosing Date by a Purchaser participating under this Section 4.19 to (y) the sum of the aggregate Subscription Amount of Securitiespurchased on all Closing Dates by all Purchasers participating under this Section 4.19.

(b) In the case of a Subsequent Placement:

(i) At least five (5) Business Days prior to the closing of a Subsequent Placement, the Company shall deliver to each Purchaser a writtennotice asking the Purchaser if it consents to the receipt of material non-public information pursuant to this Section 4.19 (“Pre-Notice”).If a Purchaser consents to the receipt of material non-public information, it shall so notify the Company within two (2) Trading Daysafter receipt of the Pre-Notice. If such Purchaser so consents, the Company shall promptly, but no later than one (1) Trading Day aftersuch consent, deliver the details of such proposed Subsequent Placement (the “Subsequent Placement Notice”) to suchPurchaser. The Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amountof proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Placement is proposed to beeffected and shall include a term sheet or similar document relating thereto as an attachment.

(ii) Any Purchaser desiring to participate in such Subsequent Placement shall provide written notice (the “Participation Notice”)to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after delivery of the Subsequent PlacementNotice (the “Notice Deadline”), with such Participation Notice setting forth: (i) that such Purchaser is willing toparticipate in the Subsequent Placement and willing to execute the relevant transaction documents for the Subsequent Placement on theterms and conditions set forth in such transaction documents; (ii) the amount of such Purchaser’s participation; and (iii) eachparticipating Purchaser’s representing and warranting that such Purchaser has such funds ready, willing, and available for investmenton the terms set forth in the Subsequent Placement. If the Purchaser fails to deliver the Participation Notice to the Company by the NoticeDeadline, such Purchaser shall forfeit its right to participate in the Subsequent Placement. 

(iii) If by the Notice Deadline, the Company receives Participation Notices that are, in the aggregate, less than the Participation Maximum,then the Company may effect the remaining portion of such Subsequent Placement, including the difference between the amount to be purchasedby Purchasers and the Participation Maximum, on the terms and with the Persons set forth in the Subsequent Placement.

(c) The Company and each Purchaser agree that the participation rights granted herein supersede and replace any and all pre-existingrights granted to each such Purchaser to participate in any financing by the Company. Notwithstanding the foregoing, this Section 4.19shall not apply in respect of an Exempt Issuance.

4.20 Reserved.

4.21 Exclusivity.Prior to the Initial Closing, the Company agrees not to, and shall cause its Subsidiaries not to, directly or indirectly, solicit,initiate, continue, or engage in any discussions or negotiations with, or enter into any agreement with, or encourage or respond toany inquiries or proposals by, or participate in any negotiations with, or provide any information to, or commence due diligencewith respect to, or otherwise cooperate in any way, the issuance of any indebtedness of the Company or other convertible securitiesof the Company.

ARTICLE V.
MISCELLANEOUS

5.1 Termination.This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effectwhatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the InitialClosing has not been consummated on or before the seventh (7th) Trading Day following the date hereof; provided, however,that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2 Fees andExpenses. The Company has agreed to reimburse the Lead Investor for its reasonable and documented legal fees and expenses, ofwhich $25,000 was paid prior to the date of this Agreement and the remainder shall be deducted from the Lead Investor’sSubscription Amount to be delivered by the Lead Investor to the Company on the Initial Closing Date. In addition, the Company hasagreed to reimburse the Lead Investor for reasonable and documented legal fees and expenses incurred after the Initial Closing Datein connection with the Additional Closing and preparation and filing of the Registration Statement, which legal fees and expensesshall be deducted from the Lead Investor’s Subscription Amount to be delivered by the Lead Investor to the Company on theAdditional Closing Date. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the feesand expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incidentto the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agentfees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Companyand any conversion or exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection withthe delivery of any Securities to the Purchasers.

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

5.4 Notices. Anyand all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shallbe deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered viaemail attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York Citytime) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered viaemail attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day orlater than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2^nd) Trading Day following the date ofmailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such noticeis required to be given. The address for such notices and communications shall be as set forth on the signature pages attachedhereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-publicinformation regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commissionpursuant to a Report of Foreign Private Issuer on Form 6-K.

5.5 Amendments;Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,in the case of an amendment, by the Company and holders of at least a majority in interest of the Securities based on the initialSubscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the partyagainst whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiverdisproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impactedPurchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition orrequirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or awaiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any righthereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materiallyand adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the otherPurchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance withthis Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.

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

5.7 Cayman Islandsexempted limited partnerships. References to a Cayman Islands exempted limited partnership taking any action, having any poweror authority or owning, holding or dealing with any asset are to such partnership acting through its general partner (or, as thecase may be, such general partner’s ultimate general partner).

5.8 Successors andAssigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permittedassigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of eachPurchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom suchPurchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to thetransferred Securities by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.9 No Third-PartyBeneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permittedassigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forthin Section 4.10.

5.10 GoverningLaw. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall begoverned by and construed and enforced in accordance with the internal laws of the State of New York, without regard to theprinciples of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement anddefense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a partyhereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commencedexclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusivejurisdiction of the state and federal courts sitting in the State, City, and County of New York for the adjudication of any disputehereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to theenforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action orProceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding isimproper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process andconsents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail orovernight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement andagrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shallbe deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Actionor Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company underSection 4.10, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonableattorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action orProceeding.

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

5.12 Execution.This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the sameagreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it beingunderstood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, theElectronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method, such signatureshall be deemed to have been duly and validly delivered and shall create a valid and binding obligation of the party executing (oron whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were anoriginal thereof.

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

5.14 Rescission andWithdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any ofthe other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Documentand the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescindor withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election inwhole or in part without prejudice to its future actions and rights; provided, however, that in the case of arescission of a conversion of a Note or an exercise of a Warrant, the applicable Purchaser shall be required to return any OrdinaryShares subject to any such rescinded conversion or exercise notice, as applicable, concurrently with the return to such Purchaser ofthe aggregate conversion or exercise price, as applicable, paid to the Company for such shares and the restoration of suchPurchaser’s right to acquire such shares pursuant to such Purchaser’s Note or Warrant, as applicable (including,issuance of a replacement note or warrant certificate, as applicable, evidencing such restored right).

5.15 Replacement ofSecurities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Companyshall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or inlieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to theCompany of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall alsopay any reasonable third-party costs (including customary indemnity against any claim that may be made against the Company withrespect to the certificate alleged to have been mutilated, lost, stolen, or destroyed) associated with the issuance of suchreplacement Securities.

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

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

5.17 Usury.To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and willresist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafterin force, in connection with any Action or Proceeding that may be brought by any Purchaser in order to enforce any right or remedy underany Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreedand provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall notexceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing,in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interestthat the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contractrate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmentalaction subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable tothe Transaction Documents from the effective date thereof forward, unless such application is precluded by applicable law. If under anycircumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtednessevidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtednessor be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election.

5.18 IndependentNature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are severaland not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance ornon-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any otherTransaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasersas a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are inany way acting in concert or as a group with respect to such obligations or the transactions contemplated by the TransactionDocuments. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, therights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any otherPurchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been represented by its ownseparate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only,each Purchaser and its respective counsel have chosen to communicate with the Company through Haynes and Boone, LLP. The Company haselected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not becauseit was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision containedin this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Companyand the Purchasers collectively and not between and among the Purchasers.

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

5.20 Saturdays,Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required orgranted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeedingBusiness Day.

5.21 Construction.The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the TransactionDocuments and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the draftingparty shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each andevery reference to share prices and Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse andforward stock splits, stock dividends, stock combinations and other similar transactions of the Ordinary Shares that occur after thedate of this Agreement.

5.22 TaxMatters.4 The Company and the Purchaser agree (i) to treat theNotes as debt for all U.S. federal and state income tax purposes, and, in accordance with Section 385(c) of the Code, suchcharacterization shall be binding upon the Purchasers and the Company (along with their successors and assigns) and (ii) not to takeany position contrary to this Section 5.22 on any tax return, tax audit or other tax proceedings unless otherwise required byapplicable law.

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

5.24 Agent.

(a) Each Purchaser hereby (i) appoints Agent, as the collateral agent hereunder and under the Security Documents, and (ii) authorizesthe Agent (and its general partner, officers, employees and agents) to take such action on such Purchaser’s behalf in accordancewith the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the Security Documents, a fiduciary relationshipin respect of any Purchaser. Neither the Agent nor any of its partners, officers, employees or agents shall have any liability to anyPurchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent causedby its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agentand all of its partners, officers, employees and agents (collectively, the “Agent Indemnitees”) from and against anylosses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation,reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arisingfrom or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of theSecurity Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or torefrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders,and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take anyaction which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any otherTransaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, ordersor other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or madeby the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its dutieshereunder or thereunder, upon advice of counsel selected by it.

(b) SuccessorAgent.

(i) The Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents atany time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignationshall take effect upon the acceptance by a successor Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise providedbelow. The Required Holders may, by written consent, remove the Agent from all its functions and duties hereunder and under the otherTransaction Documents.

(ii) Upon any such notice of resignation or removal, the Purchasers shall appoint a successor collateral agent. Upon the acceptanceof any appointment as Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vestedwith all the rights, powers, privileges and duties of the collateral agent, and the Agent shall be discharged from its duties and obligationsunder this Agreement and the other Transaction Documents. After the Agent’s resignation or removal hereunder as the collateral agent,the provisions of this Section 5.24 shall inure to its benefit as to any actions taken or omitted to be taken by it while it wasthe Agent under this Agreement and the other Transaction Documents.

(iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice ofresignation or removal, the Agent shall then appoint a successor collateral agent who shall serve as the Agent until such time, if any,as the Required Holders appoint a successor collateral agent as provided above.

(iv) In the event that a successor Agent is appointed pursuant to the provisions of this Section 5.24 that is not a Purchaseror an affiliate of any Purchaser (or the Required Holders or the Agent (or its successor), as applicable, notify the Company that theyor it wants to appoint such a successor Agent pursuant to the terms of this Section 5.24), the Company and each Subsidiary thereofcovenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Agent (or its successor), as applicable,from time to time, to secure a successor Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, withoutlimitation, by paying all reasonable and customary fees and expenses of such successor Agent, by having the Company and each Subsidiarythereof agree to indemnify any successor Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiarythereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requestedor required by the successor Agent.

(Signature Pages Follow)

IN WITNESS WHEREOF,the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as ofthe date first indicated above.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[AGENT SIGNATURE PAGE TODDC SECURITIES PURCHASE AGREEMENT]

[PURCHASERSIGNATURE PAGES TO DDC SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF,the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of thedate first indicated above.

Name of Purchaser: ANSON INVESTMENTS MASTER FUNDLP

Signature of Authorized Signatory of Purchaser:/s/ AMIN NATHOO

Name of Authorized Signatory: AMIN NATHOO

Title of Authorized Signatory: Director, AnsonAdvisors Inc.

Email Address of Authorized Signatory: _________________________________________

Address for Notice to Purchaser:

Address for Delivery of Securities to Purchaser (if not same as addressfor notice):

Subscription Amount: $ 234,000,000 ($19,500,000 Initial Note Subscription)

Initial Note Principal Amount: $20,526,315.79

Additional Note Principal Amount: $225,789,473.68

Share Subscription Amount: $1,560,000

Shares: 240,000

Initial Warrant Shares: 710,078

Additional Warrant Shares: 7,810,854

[SIGNATURE PAGES CONTINUE]

[PURCHASERSIGNATURE PAGES TO DDC SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF,the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of thedate first indicated above.

Name of Purchaser: ANSON EAST MASTER FUND LP

Signature of Authorized Signatory of Purchaser:/s/ AMIN NATHOO

Name of Authorized Signatory: AMIN NATHOO

Title of Authorized Signatory: Director, AnsonAdvisors Inc.

Email Address of Authorized Signatory: _________________________________________

Address for Notice to Purchaser:

Address for Delivery of Securities to Purchaser (if not same as addressfor notice):

Subscription Amount: $66,000,000 ($5,500,000 Initial Note Subscription)

Initial Note Principal Amount: $5,789,473.68

Additional Note Principal Amount: $63,684,210.53

Share Subscription Amount: $440,004.50

Shares: 67,693

Initial Warrant Shares: 200,279

Additional Warrant Shares: 2,203,062

EXHIBIT A

Form of Additional Note

[attached]

EXHIBIT B

Form of Initial Note

[attached]

EXHIBIT C

Form of Additional Warrant

[attached]

EXHIBIT D

Form of Initial Warrant

[attached]

EXHIBIT E

Form of Security Agreement

[attached]

EXHIBIT F

Form of Subsidiary Guarantee

[attached]

EXHIBIT G

Form of Registration Rights Agreement

[attached]

Exhibit10.2

THESECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOTWITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVEREGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDUNDER THE SECURITIES ACT OF 1933.

ANYTRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY,THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 4(a) OFTHIS NOTE.

THISNOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT. PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), ,ETHAN YU A REPRESENTATIVE OFTHE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUESTTHE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). MR. YU, MAY BE REACHED AT TELEPHONE NUMBER +86 180 1788 5917.

OriginalIssue Date: [●], 2025

$[●]

SENIORSECURED CONVERTIBLE Note DUE [●], 2027¹

THISSENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of DDC EnterpriseLimited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”),designated as its Senior Secured Convertible Note due [●], 2027² (thisnote, the “Note” and, collectively with the other notes of such series, the “Notes”) and is issuedpursuant to the Purchase Agreement (as defined below).

FORVALUE RECEIVED, the Company promises to pay to [●] or its registered assigns (the “Holder”), or shall have paidpursuant to the terms hereunder, the principal sum of up to $[●] on [●], 2027³(the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder,and to pay any interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance withthe provisions hereof. This Note is subject to the following additional provisions:

Section1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwisedefined herein shall have the meanings set forth in the Purchase Agreement or the Warrant, as applicable, and (b) the following termsshall have the following meanings:

“AlternateConversion Floor Amount” means an amount in cash to be added to the outstanding principal of this Note, equal to the productobtained by multiplying (A) the VWAP on the day the Holder delivers the applicable Conversion Notice and (B) the difference obtainedby subtracting (I) the number of Ordinary Shares delivered (or to be delivered) to the Holder on the applicable Share Delivery Date withrespect to such Alternate Conversion from (II) the quotient obtained by dividing (x) the applicable Conversion Amount that the Holderhas elected to be the subject of the applicable Alternate Conversion, by (y) the applicable Alternate Conversion Price without givingeffect to clause (x) of such definition.

“BankruptcyEvent” means any of the following events: (a) the Company or any Subsidiary thereof commences a case or other proceeding underany bankruptcy, reorganization, winding-up, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, or liquidationor similar law of any jurisdiction relating to the Company or any Subsidiary thereof, (b) there is commenced against the Company or anySubsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Subsidiarythereof is adjudicated insolvent or bankrupt or any order of relief or other order approving as properly filed a petition seeking theinsolvency, bankruptcy, reorganization, winding-up, arrangement, adjustment of debt, relief of debtors, dissolution, liquidation or anysimilar proceeding is entered, (d) the Company or any Subsidiary thereof suffers any appointment of any custodian, receiver, liquidatoror the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment,(e) the Company or any Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Subsidiarythereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Companyor any Subsidiary thereof admits in writing that it is generally unable to pay its debts as they become due, (h) the Company or any Subsidiarythereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takesany corporate or other action for the purpose of effecting any of the foregoing.

“BeneficialOwnership Limitation” shall have the meaning set forth in Section 4(d).

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

“Changeof Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by anindividual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effectivecontrol (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50%of the voting power of the Company (other than by means of conversion of the Notes and the Securities or exercise of the Warrants issuedtogether with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidateswith the Company and, after giving effect to such transaction, the shareholders of the Company immediately prior to such transactionown less than 67% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company (and allof its Subsidiaries, taken as a whole) sells or transfers all or substantially all of its assets to another Person, (d) a replacementat one time or within a one year period of more than one-half of the members of the Board of Directors which is not approved by a majorityof those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving asmembers of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members ofthe Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Companyis a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

“Collateral”shall have the meaning ascribed to such term in the Security Agreement.

“ConversionDate” shall have the meaning set forth in Section 4(a).

“ConversionPrice” shall have the meaning set forth in Section 4(b).

“ConversionShares” means, collectively, Ordinary Shares issuable upon conversion of this Note in accordance with the terms hereof.

“DelawareCourts” shall have the meaning set forth in Section 10(d).

“DisqualifiedStock” shall mean, with respect to any person, any equity interests of such person that, by its terms (or by the terms of anysecurity or other equity interests into which it is convertible or exercisable or for which it is exchangeable) or upon the happeningof any event or condition (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, (b) is redeemableat the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is orbecomes convertible or exercisable into or exchangeable for Indebtedness or any other equity interests that would constitute DisqualifiedStock.

“EquityConditions” means, during the applicable period, (a) the Company shall have duly honored all conversions and redemptions scheduledto occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidateddamages and other amounts owing to the Holder in respect of this Note, (c) the Conversion Shares are Freely Tradeable, as confirmed inthe reasonable opinion of counsel to the Company, (d) the Ordinary Shares are trading on a Trading Market and all of the shares issuablepursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith,that trading of the Ordinary Shares on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficientnumber of authorized but unissued and otherwise unreserved Ordinary Shares for the issuance of all of the shares then issuable pursuantto the Transaction Documents, (f) there is no existing Event of Default and no existing event which, with the passage of time or thegiving of notice, would constitute an Event of Default, (g) there has been no public announcement of a pending or proposed FundamentalTransaction or Change of Control Transaction that has not been consummated, and (h) the applicable Holder is not in possession of anyinformation provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, thatconstitutes, or may constitute, material non-public information.

“Eventof Default” shall have the meaning set forth in Section 8(a).

“FreelyTradeable” means with respect to any Ordinary Shares issued or issuable pursuant to this Note, that (A) such shares are (or,when issued, will be) issued by the Company pursuant to an effective registration statement and would not constitute “restrictedsecurities” within the meaning of Rule 144 under the Securities Act and without any requirement for registration under any statesecurities or “blue sky” laws; (B) such shares are (or, when issued, will be) (i) represented by book-entries at DTC andidentified therein by an “unrestricted” CUSIP number; (ii) not represented by any certificate that bears a legend referringto transfer restrictions under the Securities Act or other securities laws; and (iii) listed and admitted for trading, without suspensionor material limitation on trading, on a Trading Market; and (C) no delisting or suspension by such Trading Market is pending or has beenthreatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearingperiods) or reasonably likely to occur or pending as evidenced by a writing by such Trading Market.

“Indebtedness”of a Person shall include (a) all obligations for borrowed money or the deferred purchase price of property or services (excluding tradeaccounts payable incurred in the ordinary course of business), (b) all obligations evidenced by bonds, debentures, notes, or other similarinstruments and all reimbursement or other obligations in respect of letters of credit, surety bonds, bankers acceptances, current swapagreements, interest rate hedging agreements, interest rate swaps or other financial products, (c) all capital lease obligations (asdetermined in accordance with GAAP), (d) all obligations or liabilities secured by a Lien on any asset of such Person, irrespective ofwhether such obligation or liability is assumed by such Person, (e) any obligation arising with respect to any other transaction thatis the functional equivalent of borrowing but which does not constitute a liability on the balance sheets of such Person, (f) DisqualifiedStock, and (g) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discountedor sold with recourse) any of the foregoing obligations of any other Person.

“InterestAccrual Date” shall have the meaning set forth in Section 8(b).

“InterestPayment Date” shall have the meaning set forth in Section 2(a).

“Investments”means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or otheracquisition (including by merger) of equity interests of another Person, (b) a loan, advance or capital contribution to, guarantee orassumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or otheracquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or asubstantial part of the business of, such Person.

“LateFees” shall have the meaning set forth in Section 2(c).

“NoteRegister” shall have the meaning set forth in Section 2(b).

“Noticeof Conversion” shall have the meaning set forth in Section 4(a).

“OriginalIssue Date” means the date of the first issuance of the Notes, regardless of any transfers of any Note and regardless of thenumber of instruments which may be issued to evidence such Notes.

“PermittedIndebtedness” means (a) the Indebtedness evidenced by the Notes, (b) the Indebtedness existing on the Original Issue Date anddisclosed to the Holder prior to the date hereof, (c) lease obligations and purchase money indebtedness of up to $250,000, in the aggregate,incurred in connection with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets,(d) other unsecured Indebtedness not exceeding $250,000 in aggregate principal amount outstanding, (e) Indebtedness that (1) isexpressly subordinate to the Notes pursuant to a written subordination agreement with the Purchasers that is acceptable to each Purchaserin its sole and absolute discretion and (2) matures at a date later than the 91^st day following the Maturity Date, (f) otherunsecured Indebtedness incurred in the ordinary course of business and (g) any Indebtedness in which the proceeds from such Indebtednessare used to repay the outstanding principal amount of this Note.

“PermittedLien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmentalcharges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faithand by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been establishedin accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of the Company’s business, such ascarriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising inthe ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially detract from thevalue of such property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidatedSubsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing forthe foreseeable future the forfeiture or sale of the property or asset subject to such Lien, (c) Liens incurred in connection with PermittedIndebtedness under clauses (a) and (b) thereunder, (d) Liens incurred in connection with Permitted Indebtedness under clause (c) thereunder,provided that such Liens are not secured by assets of the Company or its Subsidiaries other than the assets so acquired or leased, (e) easements,rights of way, restrictions, minor defects or irregularities in title and other similar Liens, in each case, not interfering in any materialrespect with the ordinary conduct of the Company’s business, and (f) Liens existing on the date hereof and disclosed to theHolder prior to the date hereof.

“PurchaseAgreement” means the Securities Purchase Agreement, dated as of June 16, 2025, among the Company and the original Holders,as amended, modified or supplemented from time to time in accordance with its terms.

“ShareDelivery Date” shall have the meaning set forth in Section 4(c)(ii).

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

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

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

Section2. Payments.

(a) Paymentof Interest. Subject to the provisions of Section 8(b) hereof, this Note shall initially bear no interest. Except as otherwise setforth in this Note, any interest payable on this Note shall be payable on the Maturity Date (the “Interest Payment Date”)(if the Interest Payment Date is not a Business Day, then the payment shall be due on the next succeeding Business Day), in cash.

(b) InterestCalculations. Interest, if any, shall be calculated on the basis of a 360-day year and the actual number of days elapsed, and shallaccrue daily commencing on the Interest Accrual Date until payment in full of the outstanding principal, together with all accrued andunpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Interest hereunder will be paidto the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the“Note Register”).

(c) LateFee. All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to the lesserof 12.0% per annum or the maximum rate permitted by applicable law (the “Late Fees”) which shall accrue daily fromthe date such interest is due hereunder through and including the date of actual payment in full.

Section3. Registration of Transfers and Exchanges.

(a) DifferentDenominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations,as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

(b) InvestmentRepresentations. This Note has been issued subject to certain investment representations of the original Holder set forth in thePurchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and statesecurities laws and regulations.

(c) Relianceon Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company maytreat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving paymentas herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shallbe affected by notice to the contrary.

Section4. Conversion.

(a) VoluntaryConversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, inwhole or in part, into Ordinary Shares at the option of the Holder, at any time and from time to time (subject to the conversion limitationsset forth in Section 4(d)). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form ofwhich is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amountof this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”).If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion isdeemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other typeof guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not berequired to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaidinterest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable aftersuch conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereundershall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. TheHolder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Companymay deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the eventof any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. TheHolder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, followingconversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated onthe face hereof.

(b) ConversionPrice. The conversion price in effect on any Conversion Date shall be equal to $13.65, subject to adjustment as provided herein (the“Conversion Price”).

(c) Mechanicsof Conversion.

(i) ConversionShares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall bedetermined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted (the “ConversionAmount”) by (y) the Conversion Price.

(ii) Deliveryof Conversion Shares Upon Conversion. Not later than the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprisingthe Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery Date”), the Companyshall deliver, or cause to be delivered, to the Holder a certificate or book entry statement representing (A) the Conversion Shares which,following the Legend Removal Date, shall be free of restrictive legends and trading restrictions (other than those which may then berequired by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of this Note and(B) a certified check (or wire transfer) in the amount of accrued and unpaid interest. Except in the case of any certificate or bookentry statement bearing a restrictive legend, all Conversion Shares required to be delivered by the Company under this Section 4(c)shall be delivered electronically through the Depository Trust Company or another established clearing corporation performing similarfunctions. If the Conversion Date is prior to the Legend Removal Date, then the Conversion Shares shall bear a restrictive legend inthe following form, as appropriate:

“THEISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF(A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL(WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR(II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTIONWITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

Asused herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days,on the Company’s primary Trading Market with respect to the Ordinary Shares as in effect on the date of delivery of the Noticeof Conversion.

(iii) Failureto Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directedby the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any timeon or before its receipt of such Conversion Shares, to rescind such conversion, in which event the Company shall promptly return to theHolder any original Note delivered to the Company and the Holder shall promptly return to the Company the Conversion Shares issued tosuch Holder pursuant to the rescinded Conversion Notice.

(iv)Obligation Absolute. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note inaccordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce thesame, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforcethe same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any otherPerson of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespectiveof any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance ofsuch Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any suchaction the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstandingprincipal amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliatedwith the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on noticeto Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Company postsa surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subjectto the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and theproceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Company shallissue Conversion Shares required to be delivered hereunder in accordance with the terms hereof or, if applicable, cash, upon a properlynoticed conversion. If the Company fails for any reason to deliver to the Holder such certificate or book entry statement pursuant toSection 4(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) TradingDay after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such certificates are deliveredor Holder rescinds such conversion. Notwithstanding the foregoing, the maximum amount of liquidated damages that must be paid by theCompany pursuant to this Section 4(c)(iv) shall be an amount equal to ten percent (10%) of the aggregate principal amount being converted.Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right topursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/orinjunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any otherSection hereof or under applicable law.

(v) Compensationfor Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the Holder,if the Company fails for any reason to deliver to the Holder such Conversion Shares by the Share Delivery Date pursuant to Section4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transactionor otherwise), or the Holder’s brokerage firm otherwise purchases, Ordinary Shares to deliver in satisfaction of a sale by theHolder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a“Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to orelected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions)for the Ordinary Shares so purchased exceeds (y) the product of (1) the aggregate number of Ordinary Shares that the Holder was entitledto receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchaseobligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) thisNote in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded)or deliver to the Holder the number of Ordinary Shares that would have been issued if the Company had timely complied with its deliveryrequirements under Section 4(c)(ii). For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the ConversionShares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediatelypreceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicatingthe amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothingherein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, withoutlimitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver ConversionShares upon conversion of this Note as required pursuant to the terms hereof.

(vi) Reservationof Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorizedand unissued Ordinary Shares for the sole purpose of issuance upon conversion of this Note, each as herein provided, free from preemptiverights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not lessthan 100% of such aggregate number of Ordinary Shares as shall (subject to the terms and conditions set forth in the Purchase Agreement)be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principalamount of this Note at the Alternate Conversion Price then in effect (the “Required Reserve Amount”). The Companycovenants that all Ordinary Shares that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.If, notwithstanding this Section 4(c)(vi), and not in limitation thereof, at any time while any of the Notes remain outstanding, theCompany does not have a sufficient number of authorized and unreserved Ordinary Shares to satisfy its obligation to reserve the RequiredReserve Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increasethe Company’s authorized Ordinary Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount forall the Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of theoccurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure,the Company shall hold a meeting of its shareholders for the approval of an increase in the number of authorized Ordinary Shares. Inconnection with such meeting, the Company shall provide each shareholder with a proxy statement and shall use its best efforts to solicitits shareholders’ approval of such increase in authorized Ordinary Shares and to cause its board of directors to recommend to theshareholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Companyis able to obtain the written consent of a majority of the shares of its issued and outstanding Ordinary Shares to approve the increasein the number of authorized Ordinary Shares, the Company may satisfy this obligation by obtaining such consent and submitting for filingwith the SEC an Information Statement on Schedule 14C.

(vii) FractionalShares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to anyfraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election,either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Priceor round up to the next whole share.

(viii) TransferTaxes and Expenses. The issuance of Conversion Shares on conversion of this Note shall be made without charge to the Holder hereoffor any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, providedthat the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and deliveryof any such Conversion Shares upon conversion in a name other than that of the Holder of this Note so converted and the Company shallnot be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shallhave paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion and all fees to the DepositoryTrust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery ofthe Conversion Shares.

(d) Holder’sConversion Limitations. The Company shall not effect any conversion of this Note, and a Holder shall not have the right to convertany portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion,the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of theHolder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the BeneficialOwnership Limitation (as defined below).  For purposes of the foregoing sentence, the number of Ordinary Shares beneficially ownedby the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary Shares issuable upon conversion of thisNote with respect to which such determination is being made, but shall exclude the number of Ordinary Shares which would be issuableupon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliatesor Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Companysubject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any otherNotes or any Warrants) beneficially owned by the Holder or any of its Affiliates or Attribution Parties.  Except as set forth inthe preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d)of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section4(d) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together withany Affiliates and Attribution Parties) and of which principal amount of this Note is convertible shall be in the sole discretion ofthe Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Notemay be converted (in relation to other securities owned by the Holder together with any Affiliates or Attribution Parties) and whichprincipal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation, and the Company shall haveno obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplatedabove shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.For purposes of this Section 4(d), in determining the number of outstanding Ordinary Shares, the Holder may rely on the number of OrdinaryShares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B)a more recent public announcement by the Company, or (C) a more recent written notice by the Company or the Transfer Agent setting forththe number of Ordinary Shares outstanding.  Upon the written or oral request of a Holder, the Company shall within one Trading Dayconfirm orally and in writing to the Holder the number of Ordinary Shares then outstanding.  In any case, the number of outstandingOrdinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Noteor the Warrants, by the Holder or its Affiliates since the date as of which such number of outstanding Ordinary Shares was reported.The “Beneficial Ownership Limitation” shall be 9.99% of the number of Ordinary Shares outstanding immediately aftergiving effect to the issuance Ordinary Shares issuable upon conversion of this Note. Upon delivery of a written notice to the Company,the Holder may from time to time increase (with such increase not effective until the sixty-first (61^st) day after deliveryof such notice) or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice;provided that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61^st)day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the otherAttribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. The Beneficial Ownership Limitationprovisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of thisSection 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial OwnershipLimitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. Thelimitations contained in this paragraph shall apply to a successor holder of this Note.

(e) Holderof Record of Conversion Shares. The Person in whose name any Conversion Share is issuable or deliverable upon conversion of thisNote will be deemed for all corporate purposes to hold such share as of the close of business on the date of receipt by such Person ofthe Conversion Shares for such conversion.

(f) Rightof Alternate Conversion.

(i) General.Subject to Sections 4(d) and 5(i), at any time after the Original Issue Date, the Holder may, at the Holder’s option, convert (each,an “Alternate Conversion”, and the date of such Alternate Conversion, each, an “Alternate Conversion Date”)all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate Conversion, each, an “AlternateConversion Amount”) into Ordinary Shares at a conversion price equal to 94% of the lowest VWAP in the ten (10) Trading Daysprior to the applicable Alternate Conversion Date (the “Alternate Conversion Price”).

(ii) Mechanicsof Alternate Conversion. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate Conversion Amount pursuantto Section 4(c) (with “Alternate Conversion Price” replacing “Conversion Price” for all purposeshereunder with respect to such Alternate Conversion) by designating in the Conversion Notice delivered pursuant to this Section 4(f)of this Note that the Holder is electing to use the Alternate Conversion Price for such conversion; provided, in the event the Companyreceives notification from the Trading Market objecting to such addition to the then outstanding principal of this Note in whole or inpart, then the applicable portion of the Alternate Conversion Floor Amount so objected to shall be paid by the Company to the Holderin cash. Notwithstanding anything to the contrary in this Section 4(f), but subject to Sections 4(d) and 5(i), until the Company deliversOrdinary Shares representing the applicable Alternate Conversion Amount to the Holder, such Alternate Conversion Amount may be convertedby the Holder into Ordinary Shares pursuant to Section 4(c) without regard to this Section 4(f).

Section5. Certain Adjustments.

(a) StockDividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makesa distribution or distributions payable in Ordinary Shares on Ordinary Shares or any Ordinary Share Equivalents (which, for the avoidanceof doubt, shall not include any Ordinary Shares issued by the Company upon conversion of the Notes), (ii) subdivides outstanding OrdinaryShares into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding Ordinary Shares into asmaller number of shares or (iv) issues, in the event of a reclassification of Ordinary Shares, any shares of capital stock of the Company,then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excludingany treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of OrdinaryShares outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately afterthe record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediatelyafter the effective date in the case of a subdivision, combination or re-classification.

(b) Reserved.

(c) Reserved.

(d) SubsequentRights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company grants, issues or sellsany Ordinary Share Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders ofany class of Ordinary Shares, as a class (the “Purchase Rights”), then the Holder will be entitled to acquire, uponthe terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had heldthe number of Ordinary Shares acquirable upon complete conversion of this Note (without regard to any limitations on conversion hereof,including without limitation, the Beneficial Ownership Limitation and assuming for such purpose that the Note was converted at the AlternateConversion Price as of the applicable record date) immediately before the date on which a record is taken for the grant, issuance orsale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determinedfor the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s rightto participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shallnot be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares as a result ofsuch Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time,if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

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

(f) Adjustmentto Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shallpromptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statementof the facts requiring such adjustment.

(g) Noticeto Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the OrdinaryShares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Companyshall authorize the granting to all holders of the Ordinary Shares of rights or warrants to subscribe for or purchase any shares of capitalstock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassificationof the Ordinary Shares, any consolidation or merger to which the Company (and all of its Subsidiaries, taken as a whole) is a party,any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the OrdinaryShares are converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution,liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agencymaintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shallappear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified,a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights orwarrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares of record to be entitled to suchdividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holdersof the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverableupon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such noticeor any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in suchnotice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Companyor any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report of Foreign PrivateIssuer on Form 6-K. For the avoidance of doubt, the Holder shall remain entitled to convert this Note during the 20-day period commencingon the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forthherein.

(h) FundamentalTransaction. If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more relatedtransactions effects any merger or consolidation of the Company with or into another Person whereby such other Person (or its then currentowners) acquires 50% or more of the outstanding Ordinary Shares or 50% or more of the voting power of the Ordinary Shares of the Company,(ii) the Company (and all of its Subsidiaries, taken as a whole), directly or indirectly effects any sale, lease, license, assignment,transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, exceptto the extent subject to an adjustment pursuant to Section 2, (iii) any, direct or indirect, purchase offer, tender offer orexchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted tosell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of theoutstanding Ordinary Shares or 50% or more of the voting power of the Ordinary Shares of the Company, (iv) the Company, directlyor indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Sharesor any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities,cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a share purchase agreementor other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement)with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding Ordinary Shares or50% or more of the voting power of the Ordinary Shares of the Company (each a “Fundamental Transaction”), then, uponany subsequent exercise of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuableupon such conversion immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regardto any limitation in Section 1(f) on the exercise of this Note), the number of Ordinary Shares of the successor or acquiringcorporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Note is convertibleimmediately prior to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of thisNote). For purposes of any such exercise, the determination of the Conversion Price shall be appropriately adjusted to apply to suchAlternate Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share in such FundamentalTransaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflectingthe relative value of any different components of the Alternate Consideration. If holders of Ordinary Shares are given any choice asto the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as tothe Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. The Company shallcause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)to assume in writing all of the obligations of the Company under this Note in accordance with the provisions of this Section 5(h) pursuantto written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay)prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Note a securityof the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note which is convertiblefor a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Ordinary Sharesacquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note) prior to suchFundamental Transaction, and with an conversion price which applies the conversion price hereunder to such shares of capital stock (buttaking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares ofcapital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic valueof this Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form andsubstance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company”under this Note (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of thisNote and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and the SuccessorEntity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with theCompany, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assumeall of the obligations of the Company prior thereto under this Note with the same effect as if the Company and such Successor Entityor Successor Entities, jointly and severally, had been named as the Company herein.

(i) Calculations.All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposesof this Section 5, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the numberof Ordinary Shares (excluding any treasury shares of the Company) issued and outstanding.

Section6. Reserved.

Section7. Covenants.

(a) NegativeCovenants. As long as any portion of this Note remains outstanding, the Company shall not, and shall not permit any of the Subsidiariesto, directly or indirectly:

(i) otherthan Permitted Indebtedness, except with the prior written consent of the Holder, enter into, create, incur, assume, guarantee or sufferto exist any Indebtedness of any kind, including, but not limited to, a guarantee, on or with respect to any of its property or assetsnow owned or hereafter acquired or any interest therein or any income or profits therefrom;

(ii) otherthan Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its propertyor assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

(iii) amendits governing documents, including, without limitation, its memorandum and articles of association, in any manner that materially andadversely affects any rights of the Holder;

(iv) repay,repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of Ordinary Shares or Ordinary ShareEquivalents other than as to (i) the Conversion Shares or the Warrant Shares as permitted or required under the Transaction Documents,(ii) the securities to be issued pursuant to the ELOC Agreement and (ii) repurchases of Ordinary Shares or Ordinary Share Equivalentsof departing officers and directors of the Company, provided that such repurchases shall not exceed an aggregate of $50,000 for all officersand directors during the term of this Note;

(v) repay,repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than (i) the Notes, and (ii) regularly scheduledprincipal and interest payments with respect to other Indebtedness outstanding on the Original Issue Date, as such terms are in effectas of the Original Issue Date, provided that such payments shall not be permitted if, at such time, or after giving effect to such payment,any Event of Default exist or occur;

(vi) paycash dividends or distributions on any equity securities of the Company;

(vii) assign,sell, transfer, license, lease or otherwise dispose of any its assets (including, without limitation, any disposition to any Subsidiarythat has not executed and delivered the Subsidiary Guaranty and the Security Agreement to the Agent) other than (a) sales of inventoryin the ordinary course of business and (b) other dispositions not to exceed $50,000 in the aggregate per year; provided that, the Companymay purchase and sell Bitcoin using proceeds obtained from a any financing consummated after the date hereof so long as the LTV Ratiobefore, and immediate following, the purchase of such Bitcoin shall not exceed the LTV Release Level ;

(viii) makeor hold any Investments other than: (a) Investments existing on the date of the Purchase Agreement and that are disclosed in the SECReports (provided, for clarity, that neither the Company nor any Subsidiary shall increase the size of its Investment in any such Investmentexisting on the date of the Purchase Agreement other than in accordance with this Note and the other Transaction Documents), (b) Investmentsin cash and cash equivalents held in deposit accounts at U.S. banks, (c) Investments in Subsidiaries, (d) other Investments that do notexceed $50,000 in the aggregate per calendar year and (e) Investments using the proceeds from any financing consummated after the datehereof, so long as the LTV Ratio before, and immediate following, such Investment, shall not exceed the LTV Release Level ;

(ix) enterinto any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission,unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors ofthe Company (even if less than a quorum otherwise required for board approval);

(x) [reserved];

(xi) enterinto any factoring agreement, merchant cash advance agreement or similar arrangement without the prior consent of the Holder; or

(xii) enterinto any agreement with respect to any of the foregoing.

(b) AffirmativeCovenants. As long as any portion of this Note remains outstanding, the Company shall, and shall cause each of its Subsidiaries to:

(i) preserveand maintain its legal existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remainqualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operationsor the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect;

(ii) provideto Agent and the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a noticeof each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forththe details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto;

(iii) (a) payand discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or leviesupon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted(which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequatereserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid,would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligentlyconducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien)and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness,as and when due and payable, but subject to the terms of this Note; and (b) timely file all material tax returns required to befiled (subject to any valid extension);

(iv) (a) maintain,preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order andcondition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof exceptwhere the failure to do so could not reasonably be expected to have a Material Adverse Effect;

(v) complyin all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to itor to its business or property;

(vi) [reserved];

(vii) maintain(a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarilymaintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar businessas the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insuranceas may be required under the laws of any state or jurisdiction in which it may be engaged in business. All such insurance policies requiredpursuant to clause (a) of this Section shall name the Agent as a loss payee (in the case of property or other casualty insurance) andan additional insured (in the case of liability insurance);

(viii) usereasonable efforts to cause the Company to remain eligible to use Form F-3 for a delayed or continuous offering pursuant to Rule 415(a)(1)(x)promulgated under the Securities Act; and

(ix) causeall payments due under this Note to (a) rank pari passu with all other Notes and (b) be senior to all other Indebtedness of theCompany and its Subsidiaries.

Section8. Events of Default.

(a) “Eventof Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such eventshall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,rule or regulation of any administrative or governmental body):

(i) anydefault in the payment of (A) the principal amount of any Note or (B) interest, liquidated damages and other amounts owing to a Holderon any Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by accelerationor otherwise) which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within three(3) Trading Days;

(ii) theCompany shall fail to observe or perform any other covenant or agreement contained in the Notes (other than a breach by the Company ofits obligations to deliver Ordinary Shares to the Holder upon conversion, which breach is addressed in clause (xii) below) or in anyTransaction Document, which failure is not cured, if possible to cure, within the earlier to occur of (A) five (5) Trading Days afternotice of such failure sent by the Holder or by any other Holder to the Company and (B) ten (10) Trading Days after the Company has becomeaware of such failure;

(iii) adefault or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shalloccur under (A) any of the Transaction Documents or (B) any other material agreement, lease, document or instrument to which the Companyor any Subsidiary is obligated (and not covered by clause (vi) below) and such default or event of default (i) involves the failure tomake any payment when due in respect of any Indebtedness of the Company or any Subsidiary and the principal amount of such Indebtednessis in excess of $250,000 or (ii) causes, or permits any holder of such Indebtedness to cause such Indebtedness in excess of $250,000to become due prior to the date on which it would otherwise become due and payable;

(iv) anyrepresentation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto or anyother report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect inany material respect as of the date when made or deemed made;

(v) theCompany or any Subsidiary shall be subject to a Bankruptcy Event;

(vi) theCompany or any Subsidiary shall default on any of its obligations under any Indebtedness, that (a) involves an obligation greater than$250,000, whether such Indebtedness now exists or shall hereafter be created, and (b) results in such Indebtedness in excess of $250,000becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

(vii) theOrdinary Shares shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume listingor quotation for trading thereon within five (5) Trading Days;

(viii) theCompany (and all of its Subsidiaries, taken as a whole) shall be a party to any (A) Change of Control Transaction or shall agree to sellor dispose of all or in excess of 33% of its assets in one transaction or a series of related transactions (whether or not such salewould constitute a Change of Control Transaction) or (ii) Fundamental Transaction;

(ix) anyPerson shall breach any agreement delivered to the initial Holders pursuant to Section 2.3 of the Purchase Agreement;

(x) afalse or inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A) the Equity Conditionsare satisfied, or (B) as to whether any Event of Default has occurred;

(xi) theoccurrence of any Public Information Failure (as defined in the Purchase Agreement) that remains uncured for at least ten (10) calendardays or any restatement of any the financial statements included in any Annual Report on Form 20-F or Report of Foreign Private Issueron Form 6-K of the Company;

(xii) theCompany shall fail for any reason to deliver Conversion Shares to a Holder prior to the fifth (5^th) Trading Day after a ConversionDate pursuant to Section 4(c) or the Company shall provide at any time notice to the Holder, including by way of public announcement,of the Company’s intention to not honor requests for conversions of any Notes in accordance with the terms hereof;

(xiii) theelectronic transfer by the Company of Ordinary Shares through the Depository Trust Company or another established clearing corporationis no longer available or is subject to a “chill”;

(xiv) anyfinal, non-appealable monetary judgment, writ or similar final process shall be entered or filed against the Company, any Subsidiaryor any of their respective property or other assets for more than $250,000 (to the extent such judgment, writ or similar final processis not covered by either (a) independent third-party insurance as to which the insurer does not deny coverage or (b) another reasonablycreditworthy indemnitor (as reasonably determined by the Required Holders) indemnitor)), and such judgment, writ or similar final processshall remain unvacated, unbonded or unstayed for a period of 45 calendar days;

(xv) anySecurity Document shall for any reason (other than solely as a result of any action or inaction by the Secured Parties (as defined inthe Security Agreement)) fail or cease to create a valid Lien on any material portion of the Collateral (as defined in the Security Agreement)in favor of the Holder; or any material provision of any Security Document shall at any time for any reason (other than solely as a resultof any action or inaction by the Secured Parties (as defined in the Security Agreement)) cease to be valid and binding on or enforceableagainst the Company or the applicable Subsidiary, the validity or enforceability thereof shall be contested by any party thereto, ora proceeding shall be commenced by the Company, any Subsidiary or any governmental authority having jurisdiction over the Company orany such Subsidiary, seeking to establish the invalidity or unenforceability thereof;

(xvi) theoccurrence of a Material Adverse Effect; or

(xvii) anAuthorized Share Failure occurs and the Company does not obtain the shareholder approval contemplated in Section 4(c)(vi) hereof withinthe time periods required by such Section.

(b) RemediesUpon Event of Default. If any Event of Default occurs and is continuing, the outstanding principal amount of this Note plus accruedbut unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, atthe Holder’s election, immediately due and payable in cash; provided that such acceleration shall be automatic, without any noticeor other action of the Required Holders required, in respect of an Event of Default occurring pursuant to clause (v) of Section 8(a).Commencing five (5) days after the occurrence and continuance of any Event of Default (“Interest Accrual Date”), theinterest rate on this Note shall accrue at an interest rate equal to the lesser of 12.0% per annum or the maximum rate permitted underapplicable law. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, anypresentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforceany and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may berescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Noteuntil such time, if any, as the Holder receives full payment pursuant to this Section 8(b). No such rescission or annulment shall affectany subsequent Event of Default or impair any right consequent thereon.

Section9. Redemption.

(i) Atany time after the Original Issuance Date, to the extent that the Company raises capital in any financing, the Holder shall have theright, by delivering written notice to the Company, to cause the Company to use 20% of the aggregate gross proceeds from such financingto redeem all or any portion of the Notes then outstanding (a “Company Mandatory Redemption”). The Notes subject toredemption pursuant to this Section 9(a) shall be redeemed by the Company in cash at a price equal to the product of (i) 105% and (ii)the aggregate principal amount of the Notes being redeemed (the “Redemption Price”).

(ii) Withrespect to any portion of this Note which has been specified to be redeemed by the Company pursuant to the Company Mandatory Redemptionand which has been redeemed in accordance with the provisions of this Section 9(a), (i) such portion of this Note shall no longer bedeemed outstanding and (ii) all rights with respect to such portion of this Note shall cease and terminate.

(iii) Inthe event of the Company’s redemption of any portion of this Note under this Section 9(a), a Holder’s damages would be uncertainand difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availabilityof a suitable substitute investment opportunity for such Holder. Accordingly, any redemption premium due under this Section 9(a) is intendedby the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity andnot as a penalty.

(i) Atany time after the Original Issuance Date, to the extent that there occurs a Change of Control Transaction, the Holder shall have theright, by delivering written notice to the Company, to cause the Company to redeem all or any portion of the Notes then outstanding (a“Change of Control Redemption”). The Notes subject to redemption pursuant to this Section 9(b) shall be redeemed bythe Company in cash at a price equal to the Redemption Price.

(ii) Withrespect to any portion of this Note which has been specified to be redeemed by the Company pursuant to the Change of Control Redemptionand which has been redeemed in accordance with the provisions of this Section 9(b), (i) such portion of this Note shall no longer bedeemed outstanding and (ii) all rights with respect to such portion of this Note shall cease and terminate.

(iii) Inthe event of the Company’s redemption of any portion of this Note under this Section 9(b), a Holder’s damages would be uncertainand difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availabilityof a suitable substitute investment opportunity for such Holder. Accordingly, any redemption premium due under this Section 9(b) is intendedby the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity andnot as a penalty.

Section10. Miscellaneous.

(a) Notices.Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, anyNotice of Conversion, shall be in writing and delivered personally, by email attachment, or sent by a nationally recognized overnightcourier service, addressed to the Company, at the address set forth above, or such other email address, or address as the Company mayspecify for such purposes by notice to the Holder delivered in accordance with this Section 10(a).  Any and all notices or othercommunications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by email attachment,or sent by a nationally recognized overnight courier service addressed to each Holder at the email address or address of the Holder appearingon the books of the Company, or if no such email attachment or address appears on the books of the Company, at the principal place ofbusiness of such Holder, as set forth in the Purchase Agreement.  Any notice or other communication or deliveries hereunder shallbe deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via emailattachment to the email address set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on any date,(ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via email attachment to the emailaddress set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time)on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courierservice or (iv) upon actual receipt by the party to whom such notice is required to be given.

(b)Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of theCompany, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on thisNote at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company.This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.

(c) Lostor Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchangeand substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note,a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss,theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.

(d) GoverningLaw. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construedand enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof.Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplatedby any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders,employees or agents) shall be commenced in the state and federal courts sitting in the State of Delaware (the “Delaware Courts”).Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any disputehereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcementof any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, anyclaim that it is not personally subject to the jurisdiction of such Delaware Courts, or such Delaware Courts are improper or inconvenientvenue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in anysuch suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficientservice of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in anyother manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicablelaw, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplatedhereby. If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in suchaction or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred in the investigation,preparation and prosecution of such action or proceeding.

(e) Waiver.Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiverof any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holderto insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that partyof the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiverby the Company or the Holder must be in writing.

(f) Severability.If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provisionis inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If itshall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicablerate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. TheCompany covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoeverclaim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Companyfrom paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any timehereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfullydo so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law,hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every suchas though no such law has been enacted.

(g) Remedies,Characterizations, Other Obligations, Breaches and Injunctive Relief.  The remedies provided in this Note shall be cumulativeand in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (includinga decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actualand consequential damages for any failure by the Company to comply with the terms of this Note.  The Company covenants to the Holderthat there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or providedfor herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by theHolder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedyat law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach,the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatenedbreach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provideall information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliancewith the terms and conditions of this Note.

(h) NextBusiness Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shallbe made on the next succeeding Business Day.

(i) Headings.The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affectany of the provisions hereof.

Section11. Secured Obligation. The obligations of the Company under this Note are secured by the Collateral.

Section12. Disclosure. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, in the eventthat the Company believes that such notice contains material, non-public information relating to the Company or its Subsidiaries, theCompany shall so indicate in such notice that it contains material, non-public information relating to the Company or its Subsidiariesand, simultaneously with the delivery of such notice to the Holder, the Company shall publicly disclose the contents of such notice ina Current Report on Form 8-K filed with the Commission. If the Company does not indicate to the Holder with delivery of such notice thatit contains material, non-public information relating to the Company or its Subsidiaries, the Holder shall be allowed to presume thatall matters set forth in such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

*********************

(SignaturePage Follows)

INWITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

ANNEXA

NOTICEOF CONVERSION

Referenceis made to the Senior Secured Convertible Note Due [●], 2027⁴ (the “Note”)of DDC Enterprise Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”).

Theundersigned hereby elects to convert principal under the Note into Class A ordinary shares of the Company (the “Ordinary Shares”)according to the conditions hereof, as of the date written below. If Ordinary Shares are to be issued in the name of a person other thanthe undersigned, the undersigned will pay all issue, stamp, transfer and similar taxes payable with respect thereto and is deliveringherewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to theholder for any conversion, except for such issue, stamp, transfer and similar taxes, if any.

Bythe delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Ordinary Sharesdoes not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.

Theundersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transferof the aforesaid Ordinary Shares.

Conversioncalculations:

☐If this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the followingAlternate Conversion Price:____________

Exhibit 10.3

NEITHERTHE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACTOF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THECOMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144AUNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOANOR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THE NUMBER OF ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THANTHE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT.

DDC EnterpriseLimited

WarrantTo Purchase Ordinary Shares

Date of Issuance: [    ], 2025 (“IssuanceDate”)

DDC Enterprise Limited, an exempted company withlimited liability incorporated under the laws of the Cayman Islands (the “Company”), hereby certifies that, for goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _______________, the registered holder hereofor its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company,at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Class A ordinary shares of the Company,par value $0.40 per share (“Ordinary Shares”) (including any Warrants to Purchase Common Shares issued in exchange,transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after11:59 p.m., New York time, on the Expiration Date (as defined below), [_______]¹ (subject to adjustment as provided herein)fully paid and non-assessable Ordinary Shares (as defined below) (the “Warrant Shares”, and such number of WarrantShares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warrant shall have themeanings set forth in Section 19 of this Warrant or in the Securities Purchase Agreement (as defined below). This Warrant is oneof the Warrants to Purchase Ordinary Shares (the “SPA Warrants”) issued pursuant to Section 2 of that certainSecurities Purchase Agreement, dated as of June 16, 2025, by and among the Company and the investors (the “Buyers”)referred to therein, as amended from time to time (the “Securities Purchase Agreement”).

1. EXERCISEOF WARRANT.

(a) Mechanicsof Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)),this Warrant may be exercised by the Holder on any day on or after the Issuance Date (an “Exercise Date”), in wholeor in part, by delivery (whether via electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A(the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day followingan exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price ineffect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant was so exercised (the “AggregateExercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in suchExercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not berequired to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Noticewith respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuanceof a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Noticefor all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after deliveryof the Warrant Shares in accordance with the terms hereof. On or before the first (1^st) Trading Day following the date on whichthe Company has received an Exercise Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation of receiptof such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the“Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such ExerciseNotice in accordance with the terms herein. On or before the first (1^st) Trading Day following the date on which the Companyhas received such Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulationfor the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date), the Company shall (X) provided that theTransfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program,upon the request of the Holder, credit such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such exerciseto the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if theTransfer Agent is not participating in the DTC Fast Automated Securities Transfer Program (“FAST”), upon the requestof the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate,registered in the name of the Holder or its designee, for the number of Ordinary Shares to which the Holder shall be entitled pursuantto such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holderof record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares arecredited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case maybe). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Sharesrepresented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise and uponsurrender of this Warrant to the Company by the Holder, then, at the request of the Holder, the Company shall as soon as practicable andin no event later than two (2) Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee)a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediatelyprior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractionalOrdinary Shares are to be issued upon the exercise of this Warrant, but rather the number of Ordinary Shares to be issued shall be roundedup to the nearest whole number. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including,without limitation, fees and expenses of the Transfer Agent) that may be payable with respect to the issuance and delivery of WarrantShares upon exercise of this Warrant. Notwithstanding the foregoing, except in the case where an exercise of this Warrant is validly madepursuant to a Cashless Exercise, the Company’s failure to deliver Warrant Shares to the Holder on or prior to the later of (i) one(1) Trading Day after receipt of the applicable Exercise Notice (or such other date as required pursuant to the 1934 Act or other applicablelaw, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date) and (ii) one (1)Trading Day after the Company’s receipt of the Aggregate Exercise Price (or valid notice of a Cashless Exercise) (such later date,the “Share Delivery Date”) shall not be deemed to be a breach of this Warrant. Notwithstanding anything to the contrarycontained in this Warrant, after the effective date of the Resale Registration Statement (as defined in the Securities Purchase Agreement),the Company shall cause the Transfer Agent to deliver unlegended Ordinary Shares to the Holder (or its designee) in connection with anysale of Warrant Shares with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus includedas part of the Resale Registration Statement to the extent applicable, and for which the Holder has not yet settled. From the IssuanceDate through and including the Expiration Date, the Company shall maintain a transfer agent that participates in FAST.

(b) Exercise Price.For purposes of this Warrant, “Exercise Price” means $[___]², subject to adjustment as provided herein.

(c) Company’sFailure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, on or prior to the Share DeliveryDate, either (I) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificatefor the number of Warrant Shares to which the Holder is entitled and register such Warrant Shares on the Company’s share registeror, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s designee with DTCfor such number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant (as the case may be)or (II) if the Resale Registration Statement covering the resale of the Warrant Shares that are the subject of the Exercise Notice (the“Unavailable Warrant Shares”) is not available for the resale of such Unavailable Warrant Shares and the Company failsto promptly (x) so notify the Holder and (y) deliver the Warrant Shares electronically without any restrictive legend by crediting suchaggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’sbalance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II)is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “DeliveryFailure”), then, in addition to all other remedies available to the Holder, (X) the Company shall pay in cash to the Holderon each day after the Share Delivery Date and during such Delivery Failure an amount equal to 2% of the product of (A) the sum of thenumber of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, multipliedby (B) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginningon the applicable Exercise Date and ending on the applicable Share Delivery Date, and (Y) the Holder, upon written notice to the Company,may void its Exercise Notice with respect to, and retain or have returned, as the case may be, any portion of this Warrant that has notbeen exercised pursuant to such Exercise Notice; provided that the voiding of an Exercise Notice shall not affect the Company’sobligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise. In additionto the foregoing, if on or prior to the Share Delivery Date either (I) the Transfer Agent is not participating in the DTC Fast AutomatedSecurities Transfer Program, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register suchOrdinary Shares on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated SecuritiesTransfer Program, the Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee with DTC forthe number of Ordinary Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’sobligation pursuant to clause (ii) below or (II) a Notice Failure occurs, and if on or after such Share Delivery Date the Holder acquires(in an open market transaction, share loan or otherwise) Ordinary Shares corresponding to all or any portion of the number of OrdinaryShares issuable upon such exercise that the Holder is entitled to receive from the Company and has not received from the Company in connectionwith such Delivery Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies availableto the Holder, the Company shall, within two (2) Business Days after the Holder’s request and in the Holder’s discretion,either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, shareloan costs and other out-of-pocket expenses, if any) for the Ordinary Shares so acquired (including, without limitation, by any otherPerson in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligationto so issue and deliver such certificate (and to issue such Ordinary Shares) or credit the balance account of such Holder or such Holder’sdesignee, as applicable, with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder(as the case may be) (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to so issue and deliverto the Holder a certificate or certificates representing such Warrant Shares or credit the balance account of such Holder or such Holder’sdesignee, as applicable, with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder(as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A)such number of Warrant Shares multiplied by (B) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the periodcommencing on the date of the applicable Exercise Notice and ending on the date of such issuance and payment under this clause (ii) (the“Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to ithereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respectto the Company’s failure to timely deliver certificates representing Ordinary Shares (or to electronically deliver such OrdinaryShares) upon the exercise of this Warrant as required pursuant to the terms hereof. While this Warrant is outstanding, the Company shallcause its transfer agent to participate in FAST. In addition to the foregoing rights, (i) if the Company fails to deliver the applicablenumber of Warrant Shares upon an exercise pursuant to Section 1 by the applicable Share Delivery Date, then the Holder shall have theright to rescind such exercise in whole or in part and retain and/or have the Company return, as the case may be, any portion of thisWarrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an exercise shall not affect theCompany’s obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise,and (ii) if a registration statement covering the issuance or resale of the Warrant Shares that are subject to an Exercise Notice is notavailable for the issuance or resale, as applicable, of such Warrant Shares and the Holder has submitted an Exercise Notice prior to receivingnotice of the non-availability of such registration statement and the Company has not already delivered the Warrant Shares underlyingsuch Exercise Notice electronically without any restrictive legend by crediting such aggregate number of Warrant Shares to which the Holderis entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / WithdrawalAt Custodian system, the Holder shall have the option, by delivery of notice to the Company, to (x) rescind such Exercise Notice in wholeor in part and retain or have returned, as the case may be, any portion of this Warrant that has not been exercised pursuant to such ExerciseNotice; provided that the rescission of an Exercise Notice shall not affect the Company’s obligation to make any payments that haveaccrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and/or (y) switch some or all of such Exercise Noticefrom a cash exercise to a Cashless Exercise.

(d) CashlessExercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercisehereof, the Resale Registration Statement is not effective (or the prospectus contained therein is not available for use) for the resaleby the Holder of all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and,in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate ExercisePrice, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined according to the followingformula (a “Cashless Exercise”):

Net Number = (A x B) - (Ax C)

B

For purposes of the foregoingformula:

A= the total number of shares with respectto which this Warrant is then being exercised.

B = as elected by the Holder: (i) theVWAP of the Ordinary Shares on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Noticeis (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed and deliveredpursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64)of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) theVWAP on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) the Bid Price of the Ordinary Shares asof the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regulartrading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(a) hereof, or (iii)the Closing Sale Price of the Ordinary Shares on the date of the applicable Exercise Notice if the date of such Exercise Notice is a TradingDay and such Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular tradinghours” on such Trading Day.

C = the ExercisePrice then in effect for the applicable Warrant Shares at the time of such exercise.

If Warrant Shares are issuedin such a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the holdingperiod of the Warrant Shares being issued may be tacked on to the holding period of this Warrant.  The Company agrees not totake any position contrary to this Section 1(d).

(e) Disputes.In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares tobe issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputedand resolve such dispute in accordance with Section 15.

(f) Limitationson Exercises.

(i) BeneficialOwnership. The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exerciseany portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treatedas if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectivelywould beneficially own in excess of [4.99%/9.99%] (the “Maximum Percentage”) of the Ordinary Shares outstanding immediatelyafter giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially ownedby the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other AttributionParties plus the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which the determination of such sentenceis being made, but shall exclude Ordinary Shares which would be issuable upon (A) exercise of the remaining, unexercised portion of thisWarrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised orunconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferredshare or warrants, including the Notes and other SPA Warrants) beneficially owned by the Holder or any other Attribution Party subjectto a limitation on conversion or exercise analogous to the limitation contained in this Section 1(f)(i). For purposes of this Section1(f)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the numberof outstanding Ordinary Shares the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, theHolder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form20-F, any Report of Foreign Private Issuer on Form 6-K or other public filing with the SEC, as the case may be, (y) a more recent publicannouncement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number ofOrdinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice fromthe Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Companyshall (i) notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Exercise Noticewould otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f)(i), to exceed the Maximum Percentage,the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number ofshares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Companyshall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the writtenor oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to theHolder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined aftergiving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other AttributionParty since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Sharesto the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own,in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) ofthe 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficialownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelledab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after theissuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holderfor the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increasenot effective until the sixty-first (61^st) day after delivery of such notice) or decrease the Maximum Percentage to any otherpercentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will notbe effective until the sixty-first (61^st) day after such notice is delivered to the Company and (ii) any such increase or decreasewill apply only to the Holder and the other Attribution Parties and not to any other holder of SPA Warrants that is not an AttributionParty of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Warrant in excess of the MaximumPercentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicabilityof the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shallbe construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to the extent necessaryto correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownershiplimitation contained in this Section 1(f)(i) or to make changes or supplements necessary or desirable to properly give effect to suchlimitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

(ii) [Reserved].

(g) Reservationof Shares.

(i) RequiredReserve Amount. So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance under thisWarrant a number of Ordinary Shares at least equal to 100% of the maximum number of Ordinary Shares as shall be necessary to satisfy theCompany’s obligation to issue Ordinary Shares under the SPA Warrants then outstanding (without regard to any limitations on exercise)(the “Required Reserve Amount”); provided that at no time shall the number of Ordinary Shares reserved pursuant tothis Section 1(g)(i) be reduced other than proportionally in connection with any exercise or redemption of SPA Warrants or such otherevent covered by Section 2(a) below. The Required Reserve Amount shall be allocated pro rata among the holders of the SPA Warrants basedon the number of Ordinary Shares issuable upon exercise of SPA Warrants held by each holder on each Closing Date (without regard to anylimitations on exercise) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”).In the event that a holder shall sell or otherwise transfer any of such holder’s SPA Warrants, each transferee shall be allocateda pro rata portion of such holder’s Authorized Share Allocation. Any Ordinary Shares reserved and allocated to any Person whichceases to hold any SPA Warrants shall be allocated to the remaining holders of SPA Warrants, pro rata based on the number of OrdinaryShares issuable upon exercise of the SPA Warrants then held by such holders (without regard to any limitations on exercise).

(ii) InsufficientAuthorized Shares. If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any time while any of the SPA Warrantsremain outstanding, the Company does not have a sufficient number of authorized and unreserved Ordinary Shares to satisfy its obligationto reserve the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take allaction necessary to increase the Company’s authorized Ordinary Shares to an amount sufficient to allow the Company to reserve theRequired Reserve Amount for all the SPA Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soonas practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrenceof such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in the number ofauthorized Ordinary Shares. In connection with such meeting, the Company shall provide each shareholder with a proxy statement and shalluse its best efforts to solicit its shareholders’ approval of such increase in authorized Ordinary Shares and to cause its boardof directors to recommend to the shareholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an AuthorizedShare Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding Ordinary Sharesto approve the increase in the number of authorized Ordinary Shares, the Company may satisfy this obligation by obtaining such consentand submitting for filing with the SEC an Information Statement on Schedule 14C. In the event that the Company is prohibited from issuingOrdinary Shares upon an exercise of this Warrant due to the failure by the Company to have sufficient Ordinary Shares available out ofthe authorized but unissued Ordinary Shares (such unavailable number of Ordinary Shares, the “Authorization Failure Shares”),in lieu of delivering such Authorization Failure Shares to the Holder, the Company shall pay cash in exchange for the cancellation ofsuch portion of this Warrant exercisable into such Authorization Failure Shares at a price equal to the sum of (i) the product of (x)such number of Authorization Failure Shares and (y) the greatest Closing Sale Price of the Ordinary Shares on any Trading Day during theperiod commencing on the date the Holder delivers the applicable Exercise Notice with respect to such Authorization Failure Shares tothe Company and ending on the date of such issuance and payment under this Section 1(g); and (ii) to the extent the Holder purchases (inan open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Holder of Authorization Failure Shares,any Buy-In Payment Amount, brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.Nothing contained in this Section 1(g) shall limit any obligations of the Company under any provision of the Securities Purchase Agreement.

2. Warrantadjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustmentfrom time to time as set forth in this Section 2.

(a) ShareDividends and Splits. Without limiting any provision of Section 2(b), Section 3 or Section 4, if the Company, at any time on or afterthe Issuance Date, (i) pays a share dividend on one or more classes of its then outstanding Ordinary Shares or otherwise makes a distributionon any class of capital share that is payable in Ordinary Shares (which, for the avoidance of doubt, shall not include any Ordinary Sharesissued by the Company upon exercise of this Warrant), (ii) subdivides (by any share split, share dividend, recapitalization or otherwise)one or more classes of its then outstanding Ordinary Shares into a larger number of shares or (iii) combines (by combination, reverseshare split or otherwise) one or more classes of its then outstanding Ordinary Shares into a smaller number of shares, then in each suchcase the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares outstanding immediatelybefore such event and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event. Any adjustmentmade pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of shareholdersentitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall becomeeffective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraphoccurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjustedappropriately to reflect such event.

(b) AdjustmentUpon Issuance of Ordinary Shares. If the Company, at any time while this Warrant is outstanding, shall sell, enter into an agreementto sell, or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer,sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Shares Equivalents, but excluding any ExcludedSecurities, at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price”and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the OrdinaryShares or Ordinary Shares Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions,floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connectionwith such issuance, be entitled to receive Ordinary Shares at an effective price per share that is less than the Exercise Price, suchissuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price),then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be reducedand only reduced to equal the Base Share Price.

(c) OtherEvents. In the event that the Company (or any Subsidiary (as defined in the Securities Purchase Agreement)) shall take any actionto which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution orif any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions (including,without limitation, the granting of share appreciation rights, phantom share rights or other rights with equity features), then the Company’sboard of directors shall in good faith determine and implement an appropriate adjustment in the Exercise Price and the number of WarrantShares (if applicable) so as to protect the rights of the Holder, provided that no such adjustment pursuant to this Section 2 will increasethe Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2(c), provided further thatif the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Company’sboard of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing tomake such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and expenses shallbe borne by the Company.

(d) Calculations.All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a share, as applicable.The number of Ordinary Shares outstanding at any given time shall not include shares owned or held by or for the account of the Company,and the disposition of any such shares shall be considered an issuance or sale of Ordinary Shares.

(e) VoluntaryAdjustment By Company. Subject to the rules and regulations of the Principal Market, the Company may at any time during the term ofthis Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directorsof the Company.

3. RIGHTS UPON DISTRIBUTION OF ASSETS.In addition to any adjustments pursuant to Section 2 above or Section 4 below, if the Company shall declare or make any dividendor other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise(including, without limitation, any distribution of cash, share or other securities, property, options, evidence of indebtedness or anyother assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitledto participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the numberof Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise ofthis Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution,or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for the participationin such Distribution (provided, however, that to the extent that the Holder’s right to participate in any such Distribution wouldresult in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participatein such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such Ordinary Sharesas a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shallbe held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holderand the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution(and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) tothe same extent as if there had been no such limitation).

4. PURCHASERIGHTS; FUNDAMENTAL TRANSACTIONS.

(a) PurchaseRights. In addition to any adjustments pursuant to Sections 2 or 3 above, if at any time the Company grants, issues or sells any Options,Convertible Securities or rights to purchase share, warrants, securities or other property pro rata to the record holders of any classof Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicableto such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of OrdinaryShares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant,including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance orsale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determinedfor the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s rightto participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not beentitled to beneficial ownership of such Ordinary Shares as a result of such Purchase Right (and beneficial ownership) to the extent ofany such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times,if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at whichtime or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right oron any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

(b) FundamentalTransactions. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more relatedtransactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its Subsidiaries,taken as a whole), directly or indirectly effects any sale, lease, license, assignment, transfer, conveyance or other disposition of allor substantially all of its assets in one or a series of related transactions, except to the extent subject to an adjustment pursuantto Section 2, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or anotherPerson) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities,cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares or 50% or more of the voting powerof the Ordinary Shares of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects anyreclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the OrdinaryShares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,in one or more related transactions consummates a share purchase agreement or other business combination (including, without limitation,a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such otherPerson or group acquires 50% or more of the outstanding Ordinary Shares or 50% or more of the voting power of the Ordinary Shares of theCompany (each a “Fundamental Transaction”) then, upon any subsequent exercise of this Warrant, the Holder shallhave the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrenceof such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 1(f) on the exerciseof this Warrant), the number of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation,and any additional consideration (the “Alternate Consideration”) receivable as a result of such FundamentalTransaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction(without regard to any limitation in Section 1(f) on the exercise of this Warrant). For purposes of any such exercise, the determinationof the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Considerationissuable in respect of one share of Ordinary Shares in such Fundamental Transaction, and the Company shall apportion the Exercise Priceamong the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant followingsuch Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is notthe survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under thisWarrant in accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance reasonablysatisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, atthe option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a writteninstrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capitalshare of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of thisWarrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exerciseprice which applies the exercise price hereunder to such shares of capital share (but taking into account the relative value of the OrdinaryShares pursuant to such Fundamental Transaction and the value of such shares of capital share, such number of shares of capital shareand such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation ofsuch Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any suchFundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and afterthe occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documentsreferring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointlyand severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and powerof the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior theretounder this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, hadbeen named as the Company herein.

(c) [Reserved].

(d) Application.The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and shall be applied asif this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations on the exercise of thisWarrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage, applied however with respectto shares of capital share registered under the 1934 Act and thereafter receivable upon exercise of this Warrant (or any such other warrant)).

5. NONCIRCUMVENTION. The Companyhereby covenants and agrees that the Company will not, by amendment of its constitutional documents, as amended, or through any reorganization,transfer of assets, consolidation, merger, transfer by way of continuation, scheme of arrangement, dissolution, issuance or sale of securities,or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will atall times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights ofthe Holder. Without limiting the generality of the foregoing, the Company (a) shall not increase the par value of any Ordinary Sharesreceivable upon the exercise of this Warrant above the Exercise Price then in effect, and (b) shall take all such actions as may be necessaryor appropriate in order that the Company may validly and legally issue fully paid and non-assessable Ordinary Shares upon the exerciseof this Warrant.

6. WARRANT HOLDER NOT DEEMED A SHAREHOLDER.Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitledto vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained inthis Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a shareholderof the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of share, reclassificationof share, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant.In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities(upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Companyor by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same noticesand other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.

7. REISSUANCEOF WARRANTS.

(a) Transferof Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company willforthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holdermay request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the totalnumber of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to theHolder representing the right to purchase the number of Warrant Shares not being transferred.

(b) Lost,Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destructionor mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall suffice as such evidence),and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonableform and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holdera new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.

(c) Exchangeablefor Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company,for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number ofWarrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such WarrantShares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional Ordinary Shares shallbe given.

(d) Issuanceof New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i)shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase theWarrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c),the Warrant Shares designated by the Holder which, when added to the number of Ordinary Shares underlying the other new Warrants issuedin connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuancedate, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same terms, rightsand conditions as this Warrant.

8. NOTICES. Whenever notice is requiredto be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 5.4 of theSecurities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to thisWarrant (other than the issuance of Ordinary Shares upon exercise in accordance with the terms hereof), including in reasonable detaila description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give writtennotice to the Holder (i) immediately upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonabledetail, and certifying, the calculation of such adjustment(s), (ii) at least fifteen (15) days prior to the date on which the Companycloses its books or takes a record (A) with respect to any dividend or distribution upon the Ordinary Shares, (B) with respect to anygrants, issuances or sales of any Options, Convertible Securities or rights to purchase share, warrants, securities or other propertyto holders of Ordinary Shares or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation,provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being providedto the Holder, (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction and (iv) within one (1)Business Day of the occurrence of an Event of Default (as defined in the Notes), setting forth in reasonable detail any material eventswith respect to such Event of Default and any efforts by the Company to cure such Event of Default. To the extent that any notice providedhereunder constitutes, or contains, material, non-public information regarding the Company or any of its Subsidiaries, the Company shallsimultaneously file such notice with the SEC pursuant to a Report of Foreign Private Issuer on Form 6-K. If the Company or any of itsSubsidiaries provides material non-public information to the Holder that is not simultaneously filed in a Report of Foreign Private Issueron Form 6-K and the Holder has not agreed to receive such material non-public information, the Company hereby covenants and agrees thatthe Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors,employees, affiliates or agents with respect to, or a duty to any of the foregoing not to trade on the basis of, such material non-publicinformation. It is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall bedefinitive and may not be disputed or challenged by the Company.

9. DISCLOSURE. Upon delivery by theCompany to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this Warrant, unlessthe Company has in good faith determined that the matters relating to such notice do not constitute material, non-public informationrelating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business Dayimmediately following such notice delivery date, publicly disclose such material, non-public information on a Report of Foreign PrivateIssuer on Form 6-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relatingto the Company or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediatelyupon receipt of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notificationfrom the Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information containedin the notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing containedin this Section 9 shall limit any obligations of the Company, or any rights of the Holder, under Section 4.6 of the Securities PurchaseAgreement.

10. ABSENCEOF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Companyand that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrainfrom trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by anofficer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the Company, maypossess and use any information provided by the Company in connection with such trading activity, and may disclose any such informationto any third party.

11. AMENDMENT AND WAIVER. Exceptas otherwise provided herein, the provisions of this Warrant (other than Section 1(f)) may be amended and the Company may take anyaction herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the writtenconsent of the Holder. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waivingparty.

12. SEVERABILITY. If any provision ofthis Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provisionthat would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would bevalid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisionsof this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions of theparties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question doesnot substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefitsthat would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalidor unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalidor unenforceable provision(s).

13. GOVERNING LAW. This Warrant shallbe governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretationand performance of this Warrant shall be governed by, the internal laws of the State of Delaware, without giving effect to any choiceof law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the applicationof the laws of any jurisdictions other than the State of Delaware. The Company hereby irrevocably waives personal service of processand consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address setforth in Section 5.4 of the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service ofprocess and notice thereof. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sittingin the State of Delaware, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplatedhereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim thatit is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenientforum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any wayany right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holderfrom bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligationsto the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court rulingin favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FORTHE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

14. CONSTRUCTION; HEADINGS. ThisWarrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafterhereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, thisWarrant. Terms used in this Warrant but defined in the other Transaction Documents shall have the meanings ascribed to such terms oneach Closing Date (as defined in the Securities Purchase Agreement) in such other Transaction Documents unless otherwise consented toin writing by the Holder.

15. DISPUTERESOLUTION

(a) Submissionto Dispute Resolution.

(i) Inthe case of a dispute relating to the Exercise Price, the Closing Sale Price, the Bid Price, or fair market value or the arithmetic calculationof the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any ofthe foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile (A) if by theCompany, within two (2) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, atany time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to promptlyresolve such dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price or such fair market value or such arithmeticcalculation of the number of Warrant Shares (as the case may be), at any time after the second (2^nd) Business Day followingsuch initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be),then the Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute.

(ii) TheHolder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordancewith the first sentence of this Section 15 and (B) written documentation supporting its position with respect to such dispute, ineach case, no later than 5:00 p.m. (New York time) by the fifth (5^th) Business Day immediately following the date on whichthe Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediatelypreceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it beingunderstood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the DisputeSubmission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (andhereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to suchdispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to suchinvestment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder orotherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentationor other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii) TheCompany and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Holderof such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses ofsuch investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be finaland binding upon all parties absent manifest error.

(b) Miscellaneous.The Company expressly acknowledges and agrees that (i) this Section 15 constitutes an agreement to arbitrate between the Companyand the Holder (and constitutes an arbitration agreement) under the rules then in effect under § 7501, et seq. of the New York CivilPractice Law and Rules (“CPLR”) and that the Holder is authorized to apply for an order to compel arbitration pursuantto CPLR § 7503(a) in order to compel compliance with this Section 15, (ii) a dispute relating to the Exercise Price includes,without limitation, disputes as to (A) whether an issuance or sale or deemed issuance or sale of Ordinary Shares occurred under Section2(b), (B) the consideration per share at which an issuance or deemed issuance of Ordinary Shares occurred, (C) whether any issuance orsale or deemed issuance or sale of Ordinary Shares was an issuance or sale or deemed issuance or sale of Excluded Securities, (D) whetheran agreement, instrument, security or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance occurred,(iii) the terms of this Warrant and each other applicable Transaction Document shall serve as the basis for the selected investment bank’sresolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings,determinations and the like that such investment bank determines are required to be made by such investment bank in connection with itsresolution of such dispute (including, without limitation, determining (A) whether an issuance or sale or deemed issuance or sale of OrdinaryShares occurred under Section 2(b), (B) the consideration per share at which an issuance or deemed issuance of Ordinary Shares occurred,(C) whether any issuance or sale or deemed issuance or sale of Ordinary Shares was an issuance or sale or deemed issuance or sale of ExcludedSecurities, (D) whether an agreement, instrument, security or the like constitutes and Option or Convertible Security and (E) whethera Dilutive Issuance occurred) and in resolving such dispute such investment bank shall apply such findings, determinations and the liketo the terms of this Warrant and any other applicable Transaction Documents, (iv) the Holder (and only the Holder), in its sole discretion,shall have the right to submit any dispute described in this Section 15 to any state or federal court sitting in the State of Delawarein lieu of utilizing the procedures set forth in this Section 15 and (v) nothing in this Section 15 shall limit the Holder fromobtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in thisSection 15).

16. REMEDIES, CHARACTERIZATION, OTHEROBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all otherremedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performanceand/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual and consequential damages forany failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterizationconcerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments,exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expresslyprovided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breachby it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled,in addition to all other available remedies, to specific performance and/or temporary, preliminary and permanent injunctive or otherequitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and withoutposting a bond or other security. The Company shall provide all information and documentation to the Holder that is requested by theHolder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including, withoutlimitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon theexercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof,provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuanceand delivery of any certificate in a name other than the Holder or its agent on its behalf.

17. PAYMENTOF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Warrant is placed in the hands of an attorney for collection or enforcementor is collected or enforced through any legal proceeding or the holder otherwise takes action to collect amounts due under this Warrantor to enforce the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization, winding-up, receivership of the Companyor other proceedings affecting Company creditors’ rights and involving a claim under this Warrant, then the Company shall pay thecosts incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, winding-up,receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.

18. TRANSFER. This Warrant may beoffered for sale, sold, transferred or assigned without the consent of the Company, except as may otherwise be required by Section 4.1of the Securities Purchase Agreement.

19. CERTAIN DEFINITIONS. For purposesof this Warrant, the following terms shall have the following meanings:

(a) “1934Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

(b) “Affiliate”means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common controlwith, such Person, it being understood for purposes of this definition that “control” of a Person means the power directlyor indirectly either to vote 10% or more of the share having ordinary voting power for the election of directors of such Person or director cause the direction of the management and policies of such Person whether by contract or otherwise.

(c) “AttributionParties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder fundsor managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’sinvestment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing,(iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any otherPersons whose beneficial ownership of the Company’s Ordinary Shares would or could be aggregated with the Holder’s and theother Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectivelythe Holder and all other Attribution Parties to the Maximum Percentage.

(d) “BidPrice” means, for any security as of the particular time of determination, the bid price for such security on the PrincipalMarket as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchangeor trading market for such security, the bid price of such security on the principal securities exchange or trading market where suchsecurity is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply, the bid priceof such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg as of suchtime of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination, the average ofthe bid prices of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeedingto its functions of reporting prices) as of such time of determination. If the Bid Price cannot be calculated for a security as of theparticular time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination shallbe the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree uponthe fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 15. Allsuch determinations shall be appropriately adjusted for any share dividend, share split, share combination or other similar transactionduring such period.

(e) [reserved].

(f) “Bloomberg”means Bloomberg, L.P.

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

(h) “ClosingDate” shall have the meaning set for the Securities Purchase Agreement.

(i) “ClosingSale Price” means, for any security as of any date, the last closing trade price for such security on the Principal Market,as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closingtrade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the PrincipalMarket is not the principal securities exchange or trading market for such security, the last trade price of such security on the principalsecurities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing does not apply,the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported byBloomberg, or, if no last trade price is reported for such security by Bloomberg, the average of the ask prices of any market makers forsuch security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices).If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Priceof such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company andthe Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with theprocedures in Section 15. All such determinations shall be appropriately adjusted for any share dividend, share split, share combinationor other similar transaction during such period.

(j) “OrdinaryShares” means the Ordinary Shares of the Company, par value $0.0001 per share, and any other class of securities into whichsuch securities may hereafter be reclassified or changed.

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

(l) “ConvertibleSecurities” means any share or other security (other than Options) that is at any time and under any circumstances, directlyor indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any OrdinaryShares.

(m) “ExcludedSecurities” means (a) the Shares, the Warrant Shares issuable hereunder, the Notes, and any Ordinary Shares issuable upon conversionof the Notes; (b) Ordinary Shares, restricted share units or options to employees, officers, directors, consultants and investorrelation agencies of the Company pursuant to the Company’s equity incentive plans or pursuant to compensation agreements authorizedby the Board of Directors; (c) securities upon the exercise or exchange of or conversion of securities exercisable or exchangeablefor or convertible into Ordinary Shares issued and outstanding on the Issuance Date, provided that such securities have not been amendedsince the Issuance Date to increase the number of such securities or to decrease the exercise price, exchange price or conversion priceof such securities (other than in connection with share splits or share combinations) or to extend the term of such securities; and (d) securitiesissued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit thefiling of any registration statement in connection therewith; provided that such securities do not contain any provisions permitting toincrease the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or containany other resets or other adjustment provisions (other than in connection with share splits or share combinations).

(n) “ExpirationDate” means the date that is the fifth (5^th) anniversary of the Issuance Date or, if such date falls on a day otherthan a Trading Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date thatis not a Holiday.

(o) “Fundamental Transaction” has the meaning ascribed to such term in Section 4(b) of this Warrant.

(p) “Group”means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.

(q) “Notes”has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include all notes issued in exchange therefor orreplacement thereof.

(r) “Options”means any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible Securities.

(s) “Person”means an individual, an exempted company, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporatedorganization, any other entity or a government or any department or agency thereof.

(t) “PrincipalMarket” means the NYSE American.

(u) “SEC”means the United States Securities and Exchange Commission or the successor thereto.

(v) “SuccessorEntity” has the meaning ascribed to such term in Section 4(b) of this Warrant.

(w) “TradingDay” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Ordinary Shares, anyday on which the Ordinary Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading market forthe Ordinary Shares, then on the principal securities exchange or securities market on which the Ordinary Shares are then traded, providedthat “Trading Day” shall not include any day on which the Ordinary Shares are scheduled to trade on such exchange or marketfor less than 4.5 hours or any day that the Ordinary Shares are suspended from trading during the final hour of trading on such exchangeor market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then duringthe hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y)with respect to all determinations other than price or trading volume determinations relating to the Ordinary Shares, any day on whichThe New York Stock Exchange (or any successor thereto) is open for trading of securities.

(x) “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 Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing doesnot apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board forsuch security 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 Bloomberg,or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closingbid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similarorganization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security on such dateon any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Companyand the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shallbe resolved in accordance with the procedures in Section 15. All such determinations shall be appropriately adjusted for any sharedividend, share split, share combination, recapitalization or other similar transaction during such period.

[signature page follows]

IN WITNESS WHEREOF,the Company has caused this Warrant to Purchase Ordinary Shares to be duly executed as of the Issuance Date set out above.

EXHIBIT A

EXERCISENOTICE

TO BEEXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
WARRANT TO PURCHASE Ordinary Shares

DDC ENTERPRISE LIMITED

The undersigned holder herebyelects to exercise the Warrant to Purchase Ordinary Shares (the “Warrant”) of DDC Enterprise Limited, an exempted companywith limited liability incorporated under the laws of the Cayman Islands (the “Company”), as specified below. Capitalizedterms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1. Formof Exercise Price. The Holder intends that payment of the Aggregate Exercise Price shall be made as:

a “Cash Exercise”with respect to _________________ Warrant Shares; and/or

a “CashlessExercise” with respect to _______________ Warrant Shares.

In the event that the Holderhas elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby representsand warrants that (i) this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on the date set forth below and (ii)if applicable, the Bid Price as of such time of execution of this Exercise Notice was $________.

2. Paymentof Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to beissued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordancewith the terms of the Warrant.

3. Deliveryof Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Ordinary Shares inaccordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:

☐ Check here ifrequesting delivery as a certificate to the following name and to the following address:

☐ Check here if requestingdelivery by Deposit/Withdrawal at Custodian as follows:

EXHIBIT B

ACKNOWLEDGMENT

The Company hereby acknowledgesthis Exercise Notice and hereby directs ______________ to issue the above indicated number of Ordinary Shares in accordance with the TransferAgent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________.

Exhibit 10.4

ORDINARY SHARE PURCHASE AGREEMENT

Dated as of June 16, 2025

by and among

DDC Enterprise Limited,

as the Company

and

Anson Investments Master Fund LP and Anson EastMaster Fund LP,

as Co-Investors

ORDINARYSHARE PURCHASE AGREEMENT

This ORDINARY SHARE PURCHASEAGREEMENT is made and entered into as of June 16, 2025 (this “Agreement”), by and among Anson InvestmentsMaster Fund LP, Anson East Master Fund LP (each a “Co-Investor” and the Co-Investors together, the “Investor”),and DDC Enterprise Limited, a Cayman Islands corporation (the “Company”).

RECiTALS

WHEREAS, the partiesdesire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell to the Investor,from time to time as provided herein, and the Investor shall purchase from the Company, up to $200,000,000 in aggregate gross purchaseprice of newly issued shares of the Company’s Class A Ordinary Shares, par value $0.40 per share (the “Ordinary Shares”);

WHEREAS, such salesof Ordinary Shares by the Company to the Investor will be made in reliance upon the provisions of Section 4(a)(2) of the Securities Act(“Section 4(a)(2)”) and Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act (“RegulationD”), and upon such other exemption from the registration requirements of the Securities Act as may be available with respectto any or all of the sales of Ordinary Shares to the Investor to be made hereunder;

WHEREAS, the partieshereto are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit A hereto (the “RegistrationRights Agreement”), pursuant to which the Company shall register under the Securities Act the resale of the RegistrableSecurities (as defined in the Registration Rights Agreement) by the Investor, upon the terms and subject to the conditions set forth therein;and

WHEREAS, in considerationfor the Investor’s execution and delivery of this Agreement, the Company shall pay the Commitment Fee to the Investor in such manner,at such time(s) and otherwise pursuant to and in accordance with this Agreement and, in connection therewith, the Company is causing itstransfer agent to issue to the Investor the Commitment Shares on or prior to the closing date of the Purchase Agreement. 

NOW, THEREFORE, theparties hereto, intending to be legally bound, hereby agree as follows:

ArticleI
DEFINITIONS

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

ArticleII
PURCHASE AND SALE OF ORDINARY SHARES

Section 2.1. Purchaseand Sale of Shares. Upon the terms and subject to the conditions of this Agreement, during the Investment Period, the Company,in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall purchasefrom the Company, up to $200,000,000 (the “Total Commitment”) in aggregate gross purchase price of duly authorized,validly issued, fully paid and non-assessable Ordinary Shares, by the delivery to the Investor of VWAP Purchase Notices as provided inArticle III.

Section 2.2. ClosingDate; Settlement Dates. This Agreement shall become effective and binding (the “Closing”) upon (a) thedelivery of counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties heretoand thereto, and (b) the delivery of all other documents, instruments and writings required to be delivered at the Closing, in each caseas provided in Section 7.1(iv), and which such Closing shall take place remotely by electronic transfer of the applicable documentationat such time as mutually agreed upon between the parties. In consideration of and in express reliance upon the representations, warrantiesand covenants contained in, and upon the terms and subject to the conditions of, this Agreement, during the Investment Period, the Company,at its sole option and discretion, may issue and sell to the Investor, and, if the Company elects to so issue and sell, the Investor shallpurchase from the Company, the Shares in respect of each VWAP Purchase. The delivery of Shares in respect of each VWAP Purchase, and thepayment for such Shares, shall occur in accordance with Section 3.2.

Section 2.3. InitialPublic Announcements and Required Filings. The Company shall, not later than 9:00 a.m., New York City time, on the third TradingDay immediately after the date of this Agreement, file with the Commission a Report of Foreign Private Issuer on Form 6-K disclosing theexecution of this Agreement and the Registration Rights Agreement by the Company and the Investor and describing the material terms thereof,including, without limitation, the Commitment Fee payable by the Company to the Investor hereunder, including the issuance of the CommitmentShares to the Investor as provided herein, and attaching as exhibits thereto copies of each of this Agreement and the Registration RightsAgreement and, if applicable, any press release issued by the Company disclosing the execution of this Agreement and the RegistrationRights Agreement by the Company (including all exhibits thereto, the “Report”). The Company shall provide theInvestor and its legal counsel a reasonable opportunity to comment on a draft of the Report prior to furnishing the Report with the Commissionand shall give due consideration to all such comments. From and after the furnishing of the Report to the Commission, the Company shallhave publicly disclosed all material, nonpublic information delivered to the Investor (or the Investor’s representatives or agents)by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any)in connection with the transactions contemplated by the Transaction Documents. The Investor covenants that until such time as the transactionscontemplated by this Agreement and the Registration Rights Agreement are publicly disclosed by the Company as described in this Section2.3, the Investor shall maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated bythe Transaction Documents (including the existence and terms of the transactions contemplated thereby), except that the Investor may disclosethe terms of such transactions to its financial, accounting, legal and other advisors (provided that the Investor directs such Personsto maintain the confidentiality of such information). Not later than 15 calendar days following the Closing Date, the Company shall filea Form D with respect to the issuance and sale of the Securities in accordance with Regulation D and shall provide a copy thereof to theInvestor promptly after such filing. The Company shall use its commercially reasonable efforts to prepare and, as soon as practicable,but in no event later than the applicable Filing Deadline, file with the Commission the Initial Registration Statement and any New RegistrationStatement covering only the resale by the Investor of the Registrable Securities in accordance with the Securities Act and the RegistrationRights Agreement. At or before 8:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date of the InitialRegistration Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall file with the Commissionin accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with resales of the RegistrableSecurities by the Investor pursuant to such Registration Statement (or post-effective amendment thereto).

ArticleIII
PURCHASE TERMS

Subject to the satisfactionof the conditions set forth in Article VII, the parties agree as follows:

Section 3.1. VWAP Purchases. Uponthe initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the dateof initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter,subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation,to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice prior to 9:00 a.m., New York City time, on aPurchase Date (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice a specified VWAP Purchase ShareAmount, which shall not exceed the applicable VWAP Purchase Maximum Amount. The Investor is obligated to accept each VWAP Purchase Noticeprepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in thisAgreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excessof the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice, such VWAP PurchaseNotice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP PurchaseNotice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase,such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated topurchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, onthe Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individualnotice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase. TheCompany agrees that the VWAP Purchase Share Amount may be allocated among Co-Investors as solely determined by such Co-Investors, andin connection therewith, the applicable VWAP Purchase Amount to be paid be each Co-Investor shall be allocated pro rata in proportionof the applicable VWAP Purchase Share Amount purchased by each Co-Investor. At or prior to 5:30 p.m., New York City time on the finalday of the VWAP Purchase Period, the Investor shall deliver to the Company a settlement document with (i) the total number of Shares purchasedby each Co-Investor in such VWAP Purchase (each, the “Purchased Share Amount”), (ii) the VWAP Purchase Price,and (iii) the aggregate VWAP Purchase Amount (as defined below) to be purchased by each Co-Investor (the “Settlement Document”).Notwithstanding the foregoing, (i) the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period and (ii)following the delivery of a VWAP Purchase Notice, the Company shall not raise additional capital, in the form of a private securitiesoffering, until the five (5) days following the applicable VWAP Purchase Share Delivery Date. 

Section 3.2. Settlement.

(a) No later than 12:00 p.m.,New York City time, on the Purchase Date, (i) each Co-Investor shall initiate the DWAC request in respect of the applicable PurchasedShare Amount and (ii) the Company shall deliver to the Transfer Agent irrevocable instructions instructing the Transfer Agent to deliverthe applicable Purchases Share Amount by accepting the DWAC request from each Co-Investor in respect of the Purchased Share Amount. Subjectto the immediately preceding sentence, Shares constituting the applicable Purchased Share Amount purchased by each Co-Investor in eachVWAP Purchase shall be validly issued to each Co-Investor as DWAC Shares as promptly as reasonably practicable on the Purchase Date, butno later than 10:00 a.m., New York City time, on the Trading Day immediately following the applicable Purchase Date for such VWAP Purchase(the “VWAP Purchase Share Delivery Date”) (it being acknowledged and agreed that the Company may not deliverany additional VWAP Purchase Notice to the Investor until all such Shares subject to such VWAP Purchase, and all Shares subject to allprior VWAP Purchase Notices, have been received by the Investor as DWAC Shares in accordance with this Agreement, unless expressly waivedby the Investor).

(b) For each VWAP Purchase,each Co-Investor shall pay to the Company an amount in cash equal to the product of (a) the applicable Purchased Share Amount and (b)the applicable VWAP Purchase Price for such Shares (the “VWAP Purchase Amount”), as full payment for such PurchasedShare Amount purchased by each Co-Investor in such VWAP Purchase, via wire transfer of immediately available funds, not later than 1:00p.m., New York City time, on the Trading Day immediately following the VWAP Purchase Ending Time for such VWAP Purchase (each, a “VWAPPurchase Price Delivery Date”).

(c) No later than 4:00 p.m.New York City time, on a VWAP Purchase Price Delivery Date, each Co-Investor shall email the Company the federal reference number in respectof its applicable VWAP Purchase Amount (the “Fed Ref”).

(d) If the Company or theTransfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer (as defined below) to set up a DWACand required instructions, to issue to the Investor, as DWAC Shares, any Shares purchased by the Investor in a VWAP Purchase prior to12:00 p.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase Share Delivery Date for such VWAPPurchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Shares to deliver insatisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase ShareDelivery Date in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request,either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions andother associated fees, if any) for the Shares so purchased (the “Cover Price”), at which point the Company’sobligation to deliver such Shares as DWAC Shares (and the Investor’s obligation to purchase such Shares from the Company) shallterminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor inan amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreementfor all of the Shares purchased by the Investor in such VWAP Purchase; provided, however, that the Investor agrees to useits commercially reasonable efforts to purchase Shares in respect of the Cover Price only in normal brokerage transactions at the prevailingprice per Share then available.

(e) The Company shall notissue any fraction of a Share to the Investor in connection with any VWAP Purchase effected pursuant to this Agreement. If the issuancewould result in the issuance of a fraction of a Share, the Company shall round such fraction of a Share up or down to the nearest wholeShare.

(f) All payments to be madeby the Investor pursuant to this Agreement shall be made by wire transfer of immediately available funds to such account as the Companymay from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement.

Notwithstanding the foregoingand for the avoidance of doubt, all Shares to be issued in respect of each VWAP Purchase Notice delivered to each Co-Investor pursuantto this Agreement, in each case shall be issued to each Co-Investor in accordance with this Section 3.2 by crediting each Co-Investoror its designees’ account at DTC as DWAC Shares, and the Company shall not take any action or give instructions to any transferagent of the Company otherwise.

Section 3.3. Compliancewith Rules of Trading Market. The Company shall not issue or sell any Ordinary Shares pursuant to this Agreement if such issuanceor sale would reasonably be expected to result in (A) a violation of the Securities Act or (B) a breach of the rules of the Trading Market.The provisions of this Section 3.3 shall be implemented in a manner otherwise than in strict conformity with the terms of this Section3.3 only if necessary to ensure compliance with the Securities Act and the applicable rules of the Trading Market.

Section 3.4. BeneficialOwnership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue or sell,and the Investor shall not purchase or acquire, any Ordinary Shares under this Agreement which, when aggregated with all other OrdinaryShares then beneficially owned by the Investor and its Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor of more than 9.99% of the outstanding OrdinaryShares (the “Beneficial Ownership Limitation”). Upon the written request of the Investor, the Company shallpromptly (but not later than the next business day on which the Company’s transfer agent is open for business) confirm orally orin writing to the Investor the number of Ordinary Shares then outstanding. The Investor and the Company shall each cooperate in good faithin the determinations required under this Section 3.4 and the application of this Section 3.4. The Investor’s written certificationto the Company of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shallbe conclusive with respect to the applicability thereof and such result absent manifest error. The provisions of this Section 3.4 shallnot be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.4 to the extent necessaryto properly give effect to the limitations contained in this Section 3.4.

ArticleIV
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

Each Co-Investor, severallyand not jointly, hereby makes the following representations, warranties and covenants to the Company:

Section 4.1. Organizationand Standing of the Co-Investors. Anson Investments Master Fund LP is a Cayman Islands exempted limited partnership at all timesacting through its general partner, AIMF GP LLC, a Texas limited liability company registered as a foreign company in the Cayman Islands.Anson East Master Fund LP is a is a Cayman Islands exempted limited partnership at all times acting through its general partner, AEMFGP LLC, a Texas limited liability company registered as a foreign company in the Cayman Islands.

Section 4.2. Authorizationand Power. The Investor has the requisite power and authority to enter into and perform its obligations under this Agreement andthe Registration Rights Agreement and to purchase or acquire the Shares in accordance with the terms hereof. The execution, delivery andperformance by the Investor of this Agreement and the Registration Rights Agreement and the consummation by it of the transactions contemplatedhereby and thereby have been duly authorized by all necessary limited liability company action, and no further consent or authorizationof the Investor, its officers or its sole member is required. Each of this Agreement and the Registration Rights Agreement has been dulyexecuted and delivered by the applicable Co-Investor and constitutes a valid and binding obligation of the Investor enforceable againstit in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally the enforcement of, creditor’s rightsand remedies or by other equitable principles of general application (including any limitation of equitable remedies).

Section 4.3. No Conflicts.The execution, delivery and performance by the applicable Co-Investor of this Agreement and the Registration Rights Agreement and theconsummation by the Investor of the transactions contemplated hereby and thereby do not and shall not (i) result in a violation of suchInvestor’s certificate of formation, limited liability company agreement or other applicable organizational instruments, (ii) conflictwith, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to anyrights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond,license, lease agreement, instrument or obligation to which the Investor is a party or is bound, (iii) create or impose any lien, chargeor encumbrance on any property of the Investor under any agreement or any commitment to which the Investor is party or under which theInvestor is bound or under which any of its properties or assets are bound, or (iv) result in a violation of any federal, state, localor foreign statute, rule, or regulation, or any Order of any Governmental Entity applicable to the Investor or by which any of its propertiesor assets are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments,acceleration, cancellations and violations as would not, individually or in the aggregate, prohibit or otherwise interfere with, in anymaterial respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration RightsAgreement. The Investor is not required under any applicable federal, state or local law, rule or regulation to obtain any consent, authorizationor Order of, or make any filing or registration with, any Governmental Entity in order for it to execute, deliver or perform any of itsobligations under this Agreement and the Registration Rights Agreement or to purchase or acquire the Shares in accordance with the termshereof, other than as may be required by FINRA; provided, however, that for purposes of the representation made in thissentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance withthe relevant covenants and agreements of the Company in the Transaction Documents to which it is a party.

Section 4.4. InvestmentPurpose. Each Co-Investor is acquiring the Shares for its own account, for investment purposes and not with a view towards, orfor resale in connection with, the public sale or distribution thereof, in violation of the Securities Act or any applicable state securitieslaws; provided, however, that by making the representations herein, the Investor does not agree, or make any representationor warranty, to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any timein accordance with, or pursuant to, a Registration Statement filed pursuant to the Registration Rights Agreement or an applicable exemptionunder the Securities Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with any Personto sell or distribute any of the Shares. Each Co-Investor is acquiring the Shares hereunder in the ordinary course of its business.

Section 4.5. AccreditedInvestor Status. Each Co-Investor is an “accredited investor” as that term is defined in Rule 501(a) of RegulationD.

Section 4.6. Relianceon Exemptions. Each Co-Investor understands that the Shares are being offered and sold to it in reliance on specific exemptionsfrom the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth andaccuracy of, and each Co-Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandingsof the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquirethe Shares.

Section 4.7. Information.All materials relating to the business, financial condition, management and operations of the Company and materials relating to the offerand sale of the Securities which have been requested by the Investor have been furnished or otherwise made available to the Investor orits advisors, including, without limitation, the Commission Documents. The Investor understands that its investment in the Shares involvesa high degree of risk. The Investor is able to bear the economic risk of an investment in the Shares and has such knowledge and experiencein financial and business matters that it is capable of evaluating the merits and risks of a proposed investment in the Shares. The Investorand its advisors have been afforded the opportunity to ask questions of and receive answers from representatives of the Company concerningthe financial condition and business of the Company and other matters relating to an investment in the Securities. Neither such inquiriesnor any other due diligence investigations conducted by the Investor or its advisors, if any, or its representatives shall modify, amendor affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement or in anyother Transaction Document to which the Company is a party or the Investor’s right to rely on any other document or instrument executedand/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby (including, without limitation,the opinions of the Company’s counsel delivered pursuant to Sections 7.1(iv), 7.2(xvi) and 7.3(x)). The Investor has sought suchaccounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisitionof the Securities. The Investor understands that it (and not the Company) shall be responsible for its own tax liabilities that may ariseas a result of this investment or the transactions contemplated by this Agreement. 

Section 4.8. No GovernmentalReview. The Investor understands that no United States federal or state agency or any other government or Governmental Entityhas passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of an investment in the Securitiesnor have such authorities passed upon or endorsed the merits of the offering of the Securities.

Section 4.9. No GeneralSolicitation. Each Co-Investor is not purchasing or acquiring the Shares as a result of any form of general solicitation or generaladvertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares.

Section 4.10. Not anAffiliate. The Investor is not an officer, director or an Affiliate of the Company. During the Investment Period, the Investorwill not acquire for its own account any Ordinary Shares or securities exercisable for or convertible into Ordinary Shares, other thanpursuant to this Agreement; provided, however, that nothing in this Agreement shall prohibit or be deemed to prohibit theInvestor from purchasing, in an open market transaction or otherwise, Ordinary Shares necessary to make delivery by the Investor in satisfactionof a sale by the Investor of Shares that the Investor anticipated receiving from the Company in connection with the settlement of a VWAPPurchase (as applicable) if the Company or its transfer agent shall have failed for any reason (other than a failure of the Investor orits Broker-Dealer to set up a DWAC and required instructions) to electronically transfer all of the Shares subject to such VWAP Purchaseto the Investor on the applicable VWAP Purchase Price Delivery Date by crediting the Investor’s or its designated Broker-Dealer’saccount at DTC through its DWAC delivery system in compliance with Section 3.2 of this Agreement. For the avoidance of doubt, the foregoingrestriction does not apply to any Affiliate of the Investor, provided that any such purchases do not cause the Investor to violate anyapplicable Exchange Act requirement, including Regulation M.

Section 4.11. Reserved.

Section 4.12. StatutoryUnderwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling shareholder”in each Registration Statement and in any Prospectus contained therein to the extent required by applicable law and to the extent theProspectus is related to the resale of Registrable Securities.

Section 4.13. Resalesof Shares. The Investor represents, warrants and covenants that it will resell Shares purchased or acquired by the Investor fromthe Company pursuant to this Agreement only pursuant to the Registration Statement in which the resale of such Securities is registeredunder the Securities Act and the Prospectus contained therein, in a manner described under the caption “Plan of Distribution”in such Registration Statement and Prospectus, and in a manner in compliance with all applicable U.S. federal and applicable state securitieslaws, rules and regulations.

ArticleV
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

The Company hereby makes thefollowing representations, warranties and covenants to the Investor:

Section 5.1. Organization,Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws ofthe Cayman Islands and has the corporate power and authority to own, lease or operate its assets and properties and to conduct its businessas now being conducted in all material respects. The Company is duly licensed or qualified to do business and in good standing (or equivalentstatus as applicable) in each jurisdiction in which the assets owned or leased by it or the character of its activities require it tobe licensed or qualified or in good standing (or equivalent status as applicable), except where the failure to be so licensed or qualified,individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

Section 5.2. Authorization,Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations under eachof the Transaction Documents to which it is a party and to issue the Securities in accordance with the terms hereof and thereof. Exceptfor approvals of the Company’s Board of Directors or a committee thereof as may be required in connection with any issuance andsale of Shares to the Investor hereunder (which approvals shall be obtained prior to the delivery of any VWAP Purchase Notice), the execution,delivery and performance by the Company of each of the Transaction Documents to which it is a party and the consummation by it of thetransactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consentor authorization of the Company, its Board of Directors or its shareholders is required. Each of the Transaction Documents to which theCompany is a party has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceableagainst the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’srights and remedies or by other equitable principles of general application (including any limitation of equitable remedies).

Section 5.3. Capitalization.The authorized share capital of the Company and the shares thereof issued and outstanding were as set forth in the Commission Documentsas of the dates reflected therein. All of the outstanding Ordinary Shares have been duly authorized and validly issued, and are fullypaid and non-assessable. Except as set forth in the Commission Documents, this Agreement and the Registration Rights Agreement, thereare no agreements or arrangements under which the Company is obligated to register the sale of any securities under the Securities Act.Except as set forth in the Commission Documents, no Ordinary Shares are entitled to preemptive rights and there are no outstanding debtsecurities and no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additionalshare capital of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relatingto, or securities or rights convertible into or exchangeable for, any share capital of the Company other than those issued or grantedin the ordinary course of business pursuant to the Company’s equity incentive and/or compensatory plans or arrangements. Exceptfor customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities or as set forthin the Commission Documents, the Company is not a party to, and it has no Knowledge of, any agreement restricting the voting or transferof any share capital of the Company. Except as set forth in the Commission Documents, there are no securities or instruments containinganti-dilution or similar provisions that will be triggered by this Agreement, the Registration Rights Agreement or any of the other TransactionDocuments, or the consummation of the transactions described herein or therein. The Company has filed with the Commission true and correctcopies of the Company’s Memorandum and Articles of Association as in effect on the Closing Date (collectively, the “Charter”).

Section 5.4. Paymentof Commitment Fee; Issuance of Securities. Payment of the Commitment Fee by the Company to the Investor in such manner, at suchtime(s) and otherwise pursuant to and in accordance with this Agreement, including the issuance of the Commitment Shares to the Investorpursuant to and in accordance with this Agreement, in each case have been, and the Total Commitment worth of Shares available for issuanceby the Company to the Investor under this Agreement have been, or with respect to the amount of Shares to be purchased by the Investorpursuant to a particular VWAP Purchase Notice will be, prior to the delivery to the Investor hereunder of such VWAP Purchase Notice, ineach case duly authorized by all necessary corporate action on the part of the Company. The Commitment Shares, when issued to the Investorin accordance with this Agreement, and the Shares, when issued and sold against payment therefor in accordance with this Agreement, shallbe validly issued and outstanding, fully paid and non-assessable and free from all liens, charges, taxes, security interests, encumbrances,rights of first refusal, preemptive or similar rights and other encumbrances with respect to the issue thereof, and the Investor shallbe entitled to all rights accorded to a holder of Ordinary Shares. The Commitment Shares shall constitute Registrable Securities and shallbe included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, and,if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effectiveamendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the Registration Rights Agreement.A sufficient number of Ordinary Shares have been duly authorized and reserved by the Company for issuance and sale to the Investor asShares pursuant to VWAP Purchases under this Agreement.

Section 5.5. No Conflicts.The execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party and the consummationby the Company of the transactions contemplated hereby and thereby do not and shall not (i) result in a violation of any provision ofthe Company’s Charter, (ii) result in a breach or violation of any of the terms or provisions of, or constitute a default (or anevent which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment,acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrumentor obligation to which the Company or any of its Subsidiaries is a party or is bound, (iii) create or impose a lien, charge or encumbranceon any property or assets of the Company or any of its Subsidiaries under any agreement or any commitment to which the Company or anyof its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of their respective propertiesor assets is subject, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation or Order applicableto the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected(including federal and state securities laws and regulations and the rules and regulations of the Trading Market or applicable EligibleMarket), except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations,liens, charges, encumbrances and violations as would not, individually or in the aggregate, reasonably be expected to have a MaterialAdverse Effect. Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as required under the SecuritiesAct and any applicable state securities laws, the Company is not required under any federal, state, local or foreign law, rule or regulationto obtain any consent, authorization or Order of, or make any filing or registration with, any Governmental Entity (including, withoutlimitation, the Trading Market) in order for it to execute, deliver or perform any of its obligations under the Transaction Documentsto which it is a party, or to issue the Securities to the Investor in accordance with the terms hereof and thereof (other than such consents,authorizations, Orders, filings or registrations as have been obtained or made prior to the Closing Date); provided, however,that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the representationsand warranties of the Investor in this Agreement and the compliance by it with its covenants and agreements contained in this Agreementand the Registration Rights Agreement.

Section 5.6. CommissionDocuments, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting; Accountants.

(a) The Company has filed allCommission Reports required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a)or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulationto file such material) on a timely basis or has received a valid extension of such time of filing and has filed any such Commission Reportsprior to the expiration of any such extension, except the 2023 annual report on Form 20-F which was filed after the due date. As of theClosing Date, no Subsidiary of the Company is required to file or furnish any report, schedule, registration, form, statement, informationor other document with the Commission. As of its filing date (or, if amended or superseded by a filing prior to the Closing Date, as ofthe date of such amended or superseded filing), each Commission Document filed with or furnished to the Commission prior to the ClosingDate complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable. Each RegistrationStatement, on the date it is filed with the Commission, on the date it is declared effective by the Commission and on each Purchase Date,shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the SecuritiesAct) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessaryin order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements inor omissions from such Registration Statement made in reliance upon and in conformity with information relating to the Investor furnishedto the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus and each Prospectus Supplement requiredto be filed pursuant to this Agreement or the Registration Rights Agreement after the Closing Date, when taken together, on its date andon each Purchase Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation,Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact requiredto be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, notmisleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any ProspectusSupplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by oron behalf of the Investor expressly for use therein. Each Commission Document (other than the Initial Registration Statement or any NewRegistration Statement, or the Prospectus included therein or any Prospectus Supplement thereto) to be filed with or furnished to theCommission after the Closing Date and filed as part of or incorporated by reference in the Initial Registration Statement or any New RegistrationStatement, or the Prospectus included therein or any Prospectus Supplement thereto required to be filed pursuant to this Agreement orthe Registration Rights Agreement (including, without limitation, the Current Report), when such document is filed with or furnished tothe Commission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects withthe requirements of the Securities Act or the Exchange Act, as applicable. The Company has delivered or made available to the Investorvia EDGAR or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from theCommission relating to the Commission Documents filed with or furnished to the Commission as of the Closing Date, together with all writtenresponses of the Company thereto in the form such responses were filed via EDGAR. Except as disclosed in the Commission Documents, thereare no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commissionhas not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under theSecurities Act or the Exchange Act.

(b) The consolidated financialstatements of the Company included or incorporated by reference in the Commission Documents, together with the related notes and schedules,present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the dates indicatedand the consolidated results of operations, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries forthe periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material,either individually or in the aggregate) and have been prepared in compliance with the published requirements of the Securities Act andthe Exchange Act, as applicable, and in conformity with generally accepted accounting principles in the United States (“GAAP”)applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as are noted therein and (ii) inthe case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) during theperiods involved. The pro forma financial statements or data included or incorporated by reference in the Commission Documents, if any,comply in all material respects with the applicable requirements of Regulation S-X of the Securities Act, including, without limitation,Article 11 thereof, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the proforma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments havebeen properly applied to the historical amounts in the compilation of those statements and data. The other financial, statistical andmarket-related data with respect to the Company and the Subsidiaries contained or incorporated by reference in the Commission Documents,if any, are based on or derived from sources that the Company believes, after reasonable inquiry,to be reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from suchsources. There are no financial statements (historical or pro forma) that are required to be included or incorporated by referencein the Commission Documents that are not included or incorporated by reference as required. All disclosures contained or incorporatedby reference in the Commission Documents, if any, regarding “non-GAAP financial measures” (as such term is defined by therules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of RegulationS-K under the Securities Act, to the extent applicable.

(c) Except as set forth in theCommission Documents, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i)transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded asnecessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access toassets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountabilityfor assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.Except as set forth in the Commission Documents, the Company is not aware of any material weaknesses in its internal control over financialreporting. Except as set forth in the Commission Documents, since the date of the latest audited financial statements of the Company includedin the Commission Documents, there has been no change in the Company’s internal control over financial reporting that has materiallyaffected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as set forthin the Commission Documents, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and15d-15) that comply with the requirements of the Exchange Act. The Company’s certifying officers have evaluated the effectivenessof the Company’s controls and procedures as of a date within 90 days prior to the filing date of the Form 20-F for the fiscal yearmost recently ended (such date, the “Evaluation Date”). The Company presented in its Form 20-F for the fiscalyear most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and proceduresbased on their evaluations as of the most recent Evaluation Date and, except as set forth in such Form 20-F or any Commission Documentfiled with the Commission for a period subsequent to the period covered by such Form 20-F, the “disclosure controls and procedures”are effective.

(d) Enrome LLP (the “Accountant”),whose report on the consolidated financial statements of the Company is to be filed with the Commission as part of the Initial RegistrationStatement, are and, during the periods covered by their report, were independent public accountants within the meaning of the SecuritiesAct and the Public Company Accounting Oversight Board (United States). To the Company’s knowledge, the Accountant is not in violationof the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respectto the Company.

(e) The Company has timely filedall certifications and statements the Company is required to file under (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii)18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act) with respect to all Commission Documents with respect to which the Companyis required to file such certifications and statements thereunder.

Section 5.7. Subsidiaries.Exhibit 8.1 to the Form 20-F sets forth each Subsidiary of the Company as of the Closing Date, other than those that may be omitted pursuantto Item 601 of Regulation S-K, and the Company does not have any other Subsidiaries as of the Closing Date, other than those that maybe omitted pursuant to Item 601 of Regulation S-K. Each Subsidiary of the Company has been duly formed or organized, is validly existingunder the applicable laws of its jurisdiction of incorporation or organization and has the organizational power and authority to own,lease and operate its assets and properties and to conduct its business as it is now being conducted, except as would not reasonably beexpected to have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly licensed or qualified and in good standing(or equivalent status as applicable) as a foreign corporation (or other entity, if applicable) in each jurisdiction in which the assetsowned or leased by it or the character of its activities require it to be licensed or qualified or in good standing (or equivalent statusas applicable), except where the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonablybe expected to have a Material Adverse Effect. No Subsidiary of the Company is currently prohibited, directly or indirectly, from payingany dividends to the Company, from making any other distribution on such Subsidiary’s share capital, from repaying to the Companyany loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to theCompany or any other Subsidiary of the Company, except as described in or contemplated by the Commission Documents or as would not reasonablybe expected to have a Material Adverse Effect.

Section 5.8. No MaterialAdverse Effect or Material Adverse Change. Subsequent to the respective dates as of which information is given in the CommissionDocuments (including any document deemed incorporated by reference therein), (i) The Company has not experienced or suffered any MaterialAdverse Effect, and there exists no current state of facts, condition or event which would reasonably be expected to have a Material AdverseEffect; and (ii) there has not occurred any material adverse change, or any development that would reasonably be expected to result ina prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Companyfrom that set forth in the Commission Documents.

Section 5.9. No UndisclosedLiabilities. The Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (includingany off-balance sheet obligations or any “variable interest entities” as that term is used in Accounting Standards CodificationParagraph 810-10-25-20), not described in Commission Documents which are required to be described in the Commission Documents.

Section 5.10. No MaterialDefaults on Indebtedness. Except as set forth in the Commission Documents, neitherthe Company nor any of its Subsidiaries has defaulted on any installment on indebtedness for borrowed money or on any rental onone or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect. The Company hasnot filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act indicating that it (i) has failed to pay any dividend or sinkingfund installment on preferred shares (if any) or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rentalon one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect. Neither the Companynor any of its Subsidiaries are (i) in violation of its charter or bylaws or similar organizationaldocuments or (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, inthe due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, promissory note,or loan agreement or other instrument relating to Indebtedness to which the Company or any of its Subsidiaries is a party or by whichthe Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company is subject, or (iii) in violationof any law or statute or any judgment, order, rule or regulation of any Governmental Authority, except, in the case of each of clauses(ii) and (iii) above, for any such violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

Section 5.11. Solvency.The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law,nor does the Company have any Knowledge that its creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidationproceedings or other proceedings for relief under any Bankruptcy Law. Except as set forth in the Commission Documents, the Company andits Subsidiaries are financially solvent and are generally able to pay their respective debts as they become due.

Section 5.12. Titleto Real and Personal Property. The Company and its Subsidiaries have good and valid titlein fee simple to all items of real property and good and valid title to all personal property described in the Commission Documents asbeing owned by them that are material to the businesses of the Company and its Subsidiaries, in each case, free and clear of all liens,encumbrances and claims, except those that would reasonably be expected to not, individually or in the aggregate, have a Material AdverseEffect. Any real property described in the Commission Documents as being leased by the Company or its Subsidiaries is held by them undervalid, existing and enforceable leases, except those that would not be reasonably be expected, individually or in the aggregate, havea Material Adverse Effect.

Section 5.13. Litigation.Except as disclosed in the Commission Documents, there is no Proceeding pending or, to the Company’s Knowledge, threatened againstthe Company or any of its Subsidiaries that, if adversely decided or resolved, would, individually or in the aggregate, reasonably beexpected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, neither the Company nor any Subsidiary, norany director or officer thereof, is or has been the subject of any Proceeding involving a claim of violation of or liability under federalor state securities laws or a claim of breach of fiduciary duty, which would reasonably expected to result in a judgment, decree or orderhaving a Material Adverse Effect. Except as disclosed in the Commission Documents, there has not been, and to the Knowledge of the Company,there is not pending or contemplated, any investigation by the Commission involving the Company, any of its Subsidiaries or any currentor former director or officer of the Company or any of its Subsidiaries, which would reasonably expected to result in a judgment, decreeor order having a Material Adverse Effect.

Section 5.14. Compliancewith Applicable Laws. Except as disclosed in the Commission Documents, the business of the Company and its Subsidiaries has beenand is presently being conducted in compliance with all applicable Laws, except for such non-compliance which, individually or in theaggregate, would not have a Material Adverse Effect. Except as disclosed in the Commission Documents, neither the Company nor any of itsSubsidiaries is in violation of any Order applicable to the Company or any of its Subsidiaries, except in all cases for any such violationswhich could not, individually or in the aggregate, have a Material Adverse Effect.

Section 5.15. CertainFees. Other than the fees that may be payable to Maxim Group LLC, no brokerage or finder’s fees or commissions are or willbe payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Personwith respect to the transactions contemplated by the Transaction Documents. The Investor shall have no obligation with respect to anyfees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 5.15 incurredby the Company or its Subsidiaries that may be due or payable in connection with the transactions contemplated by the Transaction Documents.

Section 5.16. Disclosure.The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or any of its agents, advisorsor counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information concerningthe Company or any of its Subsidiaries that has not been publicly disclosed by the Company in a Commission Document filed by the Companywith the Commission, other than the existence of the transactions contemplated by the Transaction Documents. The Company understands andconfirms that the Investor will rely on the foregoing representations in effecting resales of Securities under the Registration Statement.All disclosure provided to Investor regarding the Company and its Subsidiaries, their businesses and the transactions contemplated bythe Transaction Documents (including, without limitation, the representations and warranties of the Company contained in the TransactionDocuments to which it is a party furnished in writing by or on behalf of the Company or any of its Subsidiaries for purposes of or inconnection with the Transaction Documents, taken together, is true and correct in all material respects on the date on which such informationis dated or certified, and does not contain any untrue statement of a material fact or omit to state any material fact necessary in orderto make the statements made therein, in the light of the circumstances under which they were made, not misleading at such time.

Section 5.17. MaterialPermits. Except as disclosed in the Commission Documents, each of the Company and its Subsidiaries has all Permits that are requiredto own, lease or operate its properties and assets and to conduct its business as currently conducted, except for such Permits that arenot, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole (the “Material Permits”).Except as disclosed in the Commission Documents or as would not, individually or in the aggregate, reasonably be expected to have a MaterialAdverse Effect, (i) to the Company’s Knowledge, each Material Permit is in full force and effect in accordance with its terms, (ii)no written notice of revocation, cancellation or termination of any Material Permit has been received by the Company or any of its Subsidiariesand (iii) there are, and have been, no Proceedings pending or, to the Company’s Knowledge, threatened relating to the suspension,revocation or material and adverse modification of any of such Material Permit. This Section 5.17 does not relate to environmental matters,such items being the subject of Section 5.18.

Section 5.18. EnvironmentalMatters. Except as disclosed in the Commission Documents, the business and operations of the Company and each of its Subsidiarieshas been and is being conducted in compliance with all applicable laws, ordinances, rules, regulations, licenses, permits, approvals,plans, authorizations or requirements, and all applicable judicial or administrative agency or regulatory Orders, relating to occupationalsafety and health (to the extent relating to exposure to Hazardous Substances), or pollution, or protection of the environment (including,without limitation, those relating to emissions, discharges, Releases or threatened Releases of Hazardous Substances into ambient air,surface water, groundwater or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transportor handling of Hazardous Substances) of any Governmental Entity (“Environmental Laws”), except where the failureto be in such compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and neitherthe Company nor any of its Subsidiaries has received any written notice from any Governmental Entity or any third party alleging any violationthereof or liability thereunder (including, without limitation, liability for costs of investigating or remediating sites containing HazardousSubstances and/or damages to natural resources), except where such notice would not, individually or in the aggregate, reasonably be expectedto have a Material Adverse Effect. Except as disclosed in the Commission Documents, there has been no storage, generation, transportation,use, handling, treatment, Release or threat of Release of Hazardous Substances by or caused by the Company or any of its Subsidiaries,or, to the knowledge of the Company, any other Person (including any predecessor of the Company for whose acts or omissions the Companyor any of its Subsidiaries is or could reasonably be expected to be liable) at, on, under or from any property or facility now or previouslyowned, operated or leased by the Company or any of its Subsidiaries, or at, on, under or from any other property or facility, in eachcase in violation of any Environmental Laws or in a manner or amount or to a location that would reasonably be expected to result in anyliability to the Company or its Subsidiaries under any Environmental Law, except for any violation or liability which would not, individuallyor in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.19. IntellectualProperty Rights. The Company and each of its Subsidiaries owns or possesses or has valid rights to use all material patents, patentapplications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions,trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the businessof the Company and its Subsidiaries as currently carried on and as described in the Commission Documents. To the Knowledge of the Company,the conduct of the Company’s business as currently carried on and as described in the Commission Documents does not give rise toany infringement of any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any writtennotice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonablybe expected to result, individually or in the aggregate, in a Material Adverse Effect: (A) to the Knowledge of the Company, there is noinfringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) thereis no pending or, to the Knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of theCompany in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis forany such claim, that would, individually or in the aggregate, together with any other claims in this Section 5.19, reasonably be expectedto result in a Material Adverse Effect; (C) the Intellectual Property Rights owned by the Company and, to the Knowledge of the Company,the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable,in whole or in part, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by otherschallenging the validity or scope of any such Intellectual Property Rights; (D) there is no pending or, to the Company’s Knowledge,threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any IntellectualProperty Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company isunaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, togetherwith any other claims in this Section 5.19, reasonably be expected to result in a Material Adverse Effect; (E) to the Company’sKnowledge, no employee of the Company is in violation in any material respect of any term of any of the following with respect to IntellectualProperty Rights: employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitationagreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relatesto such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and couldreasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect; (F) the Company obtains and retainsinvention assignment agreements from each employee or contractor who is a material developer of the Company’s intellectual propertyor material technical information; and (G) the Company takes commercially reasonable steps to ensure its proprietary technology does notrely on open source code or libraries that would result in a requirement to disclose the Company’s proprietary source code. To theCompany’s Knowledge, all material technical information developed by and belonging to the Company which has not been patented hasbeen kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the IntellectualProperty Rights of any other person or entity that are required to be set forth in the Commission Documents and are not described therein.The Commission Documents contain in all material respects an accurate description of the matters set forth in the preceding sentence.None of the technology employed by the Company has been obtained or is being used by the Company in material violation of any contractualobligation binding on the Company or, to the Company’s Knowledge, any of its officers, directors or employees.

Section 5.20. MaterialContracts. Except as set forth in the Commission Documents, the descriptions in the Commission Documents of the material Contractstherein described present fairly in all material respects the information required to be shown, and there are no material Contracts ofa character required to be described in the Commission Documents or to be filed as exhibits thereto which are not described or filedas required; all material Contracts between the Company or any of its Subsidiaries and third parties expressly referenced in the CommissionDocuments are legal, valid and binding obligations of the Company or one or more of its Subsidiaries, enforceable in accordance withtheir respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similarlaws affecting creditors’ rights generally and by general equitable principles, and except where the failure of any such Contractto be enforceable in accordance with its terms would not, individually or in the aggregate, reasonably be expected to have a MaterialAdverse Effect.

Section 5.21. TransactionsWith Affiliates. Except as set forth in the Commission Documents, none of the officers or directors of the Company and, to theKnowledge of the Company, none of the Company’s shareholders, the officers or directors of any shareholder of the Company who isthe beneficial owner of more than five per cent (5%) of the outstanding Ordinary Shares, or any immediate family member or Affiliate ofany of the foregoing, has either directly or indirectly any material interest in, or is a party to, any transaction that is required tobe disclosed as a related party transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.

Section 5.22. LaborRelations. Except as disclosed in the Commission Documents, no labor dispute exists or, to the Knowledge of the Company, is imminentwith respect to any of the employees of the Company or any of its Subsidiaries, which could reasonably be expected to result in a MaterialAdverse Effect. Except as disclosed in the Commission Documents, none of the Company’s or its Subsidiaries’ employees is amember of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company norany of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationshipswith their employees are good. Except as disclosed in the Commission Documents, the Company and its Subsidiaries are in compliance withall Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failureto be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.23. Use ofProceeds. The proceeds from the sale of the Shares by the Company to Investor shall be used by the Company in the manner as willbe set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplementthereto filed pursuant to the Registration Rights Agreement.

Section 5.24. InvestmentCompany Act Status. The Company is not, and as a result of the consummation of the transactions contemplated by the TransactionDocuments and the application of the proceeds from the sale of the Shares as will be set forth in the Prospectus included in any RegistrationStatement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreementthe Company will not be required to register as an “investment company” within the meaning of the Investment Company Act of1940, as amended.

Section 5.25. Tax Matters.Except as otherwise disclosed in the Commission Documents and except for matters that would not, individually or in the aggregate, haveor reasonably be expected to result in a Material Adverse Effect, the Company and each of its Subsidiaries (i) has made or filed all UnitedStates federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdictionto which it is subject as and when due subject to any applicable extensions, (ii) has paid all taxes and other governmental assessmentsand charges that are material in amount, whether or not shown or determined to be due on such returns, reports and declarations, and (iii)has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods towhich such returns, reports or declarations apply. Except as otherwise disclosed in the Commission Documents and except for matters thatwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no unpaid taxes in anymaterial amount claimed to be due by the taxing authority of any jurisdiction, and the Company has no Knowledge of any basis for any suchclaim.

Section 5.26. Insurance.The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in suchamounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limitedto, directors and officers insurance coverage. The Company has no reason to believe that it will not be able to renew its existing insurancecoverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its businesswithout a significant increase in cost.

Section 5.27. Exemptionfrom Registration. Subject to, and in reliance on, the representations, warranties and covenants made herein by the Investor,the offer and sale of the Securities by the Company to the Investor in accordance with the terms and conditions of this Agreement is exemptfrom the registration requirements of the Securities Act pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D; provided,however, that at the request of and with the express agreement of the Investor (including, without limitation, the representations,warranties and covenants of Investor set forth in Sections 4.10 through 4.13), the Securities to be issued from and after Commencementto or for the benefit of the Investor pursuant to this Agreement shall be issued to the Investor or its designee only as DWAC Shares andwill not bear legends noting restrictions as to resale of such securities under federal or state securities laws, nor will any such securitiesbe subject to stop transfer instructions.

Section 5.28. No GeneralSolicitation or Advertising. Neither the Company, nor any of its Subsidiaries or Affiliates, nor any Person acting on its or theirbehalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection withthe offer or sale of the Securities.

Section 5.29. No IntegratedOffering. None of the Company or any of its Affiliates, nor any Person acting on their behalf has, directly or indirectly, madeany offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration ofthe offer, issuance and sale by the Company to the Investor of any of the Securities under the Securities Act, whether through integrationwith prior offerings or otherwise, or cause this offering of the Securities to require approval of shareholders of the Company under anyapplicable shareholder approval provisions, including, without limitation, under the rules and regulations of the Trading Market. Noneof the Company, its Subsidiaries, their Affiliates nor any Person acting on their behalf will take any action or steps referred to inthe preceding sentence that would require registration of the offer, issuance and sale by the Company to the Investor of any of the Securitiesunder the Securities Act or cause the offering of any of the Securities to be integrated with any other offering of securities of theCompany.

Section 5.30. DilutiveEffect. The Company is aware and acknowledges that issuance of the Securities could cause dilution to existing shareholders andcould significantly increase the number of outstanding Ordinary Shares. The Company further acknowledges that its obligation to issuethe Commitment Shares and to issue the Shares pursuant to the terms of a VWAP Purchase Notice in accordance with this Agreement is, ineach case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of othershareholders of the Company.

Section 5.31. Manipulationof Price. Neither the Company nor any of its officers, directors or to the Knowledge of the Company, any of its Affiliates has,and, to the Knowledge of the Company, no Person acting on their behalf has, (i) taken, directly or indirectly, any action designed orintended to cause or to result in the stabilization or manipulation of the price of any security of the Company, or which caused or resultedin, or which would in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any securityof the Company, in each case to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensationfor soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting anotherto purchase any other securities of the Company. Neither the Company nor any of its officers, directors or Affiliates will during theterm of this Agreement, and, to the Knowledge of the Company, no Person acting on their behalf will during the term of this Agreement,take any of the actions referred to in the immediately preceding sentence.

Section 5.32. SecuritiesAct. The Company has complied and shall comply with all applicable federal and state securities laws in connection with the offer,issuance and sale of the Securities hereunder, including, without limitation, the applicable requirements of the Securities Act. EachRegistration Statement, upon filing with the Commission and at the time it is declared effective by the Commission, shall satisfy allof the requirements of the Securities Act to register the resale of the Registrable Securities included therein by the Investor in accordancewith the Registration Rights Agreement on a delayed or continuous basis under Rule 415 under the Securities Act at then-prevailing marketprices, and not fixed prices. The Company is not currently an issuer identified in Rule 144(i)(1). The Company is not a shell company.

Section 5.33. Listingand Maintenance Requirements; DTC Eligibility. The Ordinary Shares is registered pursuant to Section 12(b) of the Exchange Act,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 Ordinary Shares under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminatingsuch registration. Except as otherwise disclosed in the Commission Documents, the Company has not received written notice from the TradingMarket (or, if the Ordinary Shares is then listed on an Eligible Market, from such Eligible Market) to the effect that the Company isnot in compliance with the listing or maintenance requirements of the Trading Market (or of such Eligible Market, as applicable). To theKnowledge of the Company, except as disclosed in the Commission Documents, the Company is in compliance with all applicable listing andmaintenance requirements of the Trading Market. The Ordinary Shares may be issued and transferred electronically to third parties viaDTC through its Deposit/Withdrawal at Custodian (“DWAC”) delivery system. The Company has not received writtennotice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Ordinary Shares, electronictrading or book-entry services by DTC with respect to the Ordinary Shares is being imposed or is contemplated.

Section 5.34. Applicationof Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicableany control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similaranti-takeover provision under the Company’s memorandum of association (or similar charter documents) or the laws of its state ofincorporation that is or could become applicable to the Investor as a result of the Investor and the Company fulfilling their obligationsor exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance ofthe Securities and the Investor’s ownership of the Securities.

Section 5.35. ForeignCorrupt Practices. Neither the Company nor any Subsidiary, nor any agent or other Person acting on behalf of the Company or anySubsidiary, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expensesrelated to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employeesor to any foreign or domestic political parties or campaigns from corporate funds, (iii) or in the case of (i) – (iii) in materialviolation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”).

Section 5.36. Officeof Foreign Assets Control. Neither the Company nor any of its Subsidiaries, nor to the knowledge of the Company any of the directors,officers or employees, agents, or representatives of the Company or its Subsidiaries, is an individual or entity that is, or is the subjectof any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United NationsSecurity Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”),nor (ii) located, organized or resident in a country or territory that is the subject of comprehensive Sanctions (any such person a “SanctionedPerson”). Neither the Company nor any of its Subsidiaries will, directly or knowingly indirectly, use the proceeds of thetransactions contemplated hereby, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partneror other individual or entity: (i) to fund or facilitate any activities or business of or with any individual or entity or in any countryor territory that, at the time of such funding or facilitation, is the subject of Sanctions or (ii) in any other manner that will resultin a violation of Sanctions by any individual or entity (including any individual or entity participating in the transactions contemplatedhereby, whether as underwriter, advisor, investor or otherwise). The operations of the Company have been conducted in material compliancewith applicable Sanctions.

Section 5.37. MoneyLaundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance in all materialrespects with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “MoneyLaundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body orany arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the Knowledge of theCompany or any Subsidiary, threatened.

Section 5.38. ERISA.Except as disclosed in the Commission Documents and except as would not, individually or in the aggregate, reasonably be expected to resultin a Material Adverse Effect, each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement IncomeSecurity Act of 1974, as amended (“ERISA”), and all share purchase, stock option, share-based severance, employment,change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other employeebenefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, that is maintained, administeredor contributed to by the Company or any of its Affiliates for employees or former employees, directors or independent contractors of theCompany, or under which the Company has had or has any present or future obligation or liability, has been maintained in material compliancewith its terms and the requirements of any applicable federal, state, local and foreign Laws, including but not limited to ERISA and theInternal Revenue Code of 1986, as amended (the “Code”); no prohibited transaction, within the meaning of Section406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect to any suchplan excluding transactions effected pursuant to a statutory or administrative exemption; no event has occurred (including a “reportableevent” as such term is defined in Section 4043 of ERISA) and no condition exists that would subject the Company to any materialtax, fine, lien, penalty, or liability imposed by ERISA, the Code or other applicable Law; and for each such plan that is subject to thefunding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for thesepurposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using reasonableactuarial assumptions.

Section 5.39. IT Systems.(i) Except as otherwise described in the Commission Documents, and except as would not, individuallyor in the aggregate, result in a Material Adverse Effect, (x) there has been no security breach or attack or other compromise of or relatingto any of the Company’s and the Subsidiaries’ information technology and computer systems, networks, hardware, software, data(including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf ofthem), equipment or technology (“IT Systems and Data”), and (y) the Company and the Subsidiaries have not beennotified of any security breach, attack or compromise to their IT Systems and Data, and (ii) the Company and the Subsidiaries are presentlyin material compliance with, all applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmentalor regulatory authority and all binding industry standards, and internal policies and contractual obligations relating to the privacyand security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriationor modification.

Section 5.40. PrivacyLaws. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) theCompany and the Subsidiaries are in compliance with all applicable data privacy and security laws and regulations; and the Company andthe Subsidiaries have taken all necessary actions to comply in all material respects, to the extent applicable to the business of theCompany and its Subsidiaries, with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679)(collectively, “Privacy Laws”) and (ii) the Company and the Subsidiaries have in place, comply with, and takeappropriate steps reasonably designed to ensure compliance with their policies and procedures relating to data privacy and security andthe collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). “PersonalData” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social securitynumber, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information”under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece ofinformation that allows the identification of such natural person, or his or her family, or permits the collection or analysis of anydata related to an identified person’s health or sexual orientation. None of such disclosures made or contained in any of the Policieshave been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, deliveryand performance of this Agreement, the Registration Rights Agreement or any of the other Transaction Documents will not result in a breachof any Privacy Laws or Policies. Neither the Company nor the Subsidiaries, (i) has received notice of any actual or potential liabilityunder or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition thatwould reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation,remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposedany obligation or liability under any Privacy Law.

Section 5.41. U.S. RealProperty Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of theSecurities are held by the Investor, shall become a U.S. real property holding corporation within the meaning of Section 897 of the Code.

Section 5.42. MarginRules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company asdescribed in the Commission Documents will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or anyother regulation of such Board of Governors.

Section 5.43. EmergingGrowth Company Status. As of the Closing Date the Company was, and as of the Commencement Date the Company will be, an “emerginggrowth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of2012.

Section 5.44. Reserved.

Section 5.45. No DisqualificationEvents. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer ofthe Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstandingvoting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the SecuritiesAct) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subjectto any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “DisqualificationEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company hasexercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

Section 5.46. MarketCapitalization. As of the date of this Agreement, the aggregate market value of the outstanding voting and non-voting common equity(as defined in Rule 405 of the Securities Act) of the Company held by Persons other than Affiliates of the Company (pursuant to Rule 144,those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with,the Company) (the “Non-Affiliate Shares”), was approximately $27 million (calculated by multiplying (i) thehighest price at which the common equity of the Company closed on the Trading Market within 60 days of the date of this Agreement by (ii)the number of Non-Affiliate Shares).

Section 5.47. Reserved.

Section 5.48. AcknowledgementRegarding Relationship with Investor. The Company acknowledges and agrees, to the fullest extent permitted by Law, thatthe Investor is acting solely in the capacity of an arm’s-length purchaser with respect to this Agreement, the Registration RightsAgreement and the transactions contemplated by the Transaction Documents. The Company further acknowledges that while the Investor willbe deemed to be a statutory “underwriter” with respect to certain of the transactions contemplated by the Transaction Documentsin accordance with interpretive positions of the Staff of the Commission, the Investor is a “trader” that is not requiredto register with the Commission as a broker-dealer under Section 15(a) of the Securities Exchange Act of 1934. The Company further acknowledgesthat the Investor and its representatives are not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)with respect to this Agreement, the Registration Rights Agreement and the transactions contemplated by the Transaction Documents, andany advice given by the Investor or any of its representatives or agents in connection therewith is merely incidental to the Investor’sacquisition of the Securities. The Company understands and acknowledges that employees of the Investor may discuss market color, VWAPPurchase Notice timing and parameter considerations and other related capital markets considerations with the Company in connection withthe Transaction Documents and the transactions contemplated thereby, in all cases on behalf of the Investor. The Company acknowledgesand agrees that the Investor has not made and does not make any representations or warranties with respect to the transactions contemplatedby the Transaction Documents other than those specifically set forth in Article IV. 

Section 5.49. AcknowledgementRegarding Investor’s Affiliate Relationships. Affiliates of the Investor engage in a wide range of activities for theirown accounts and the accounts of customers, including corporate finance, mergers and acquisitions, merchant banking, equity and fixedincome sales, trading and research, derivatives, foreign exchange, futures, asset management, custody, clearance and securities lending.In the course of their respective business, Affiliates of the Investor may, directly or indirectly, hold long or short positions, tradeand otherwise conduct such activities in or with respect to debt or equity securities or bank debt of, or derivative products relatingto, the Company. Any such position will be created, and maintained, independently of the position the Investor takes in the Company. Inaddition, at any given time Affiliates of the Investor may have been or in the future may be engaged by one or more entities that maybe competitors with, or otherwise adverse to, the Company in matters unrelated to the transactions contemplated by the Transaction Documents,and Affiliates of the Investor may have or may in the future provide investment banking or other services to the Company in matters unrelatedto the transactions contemplated by the Transaction Documents. Activities of any of the Investor’s Affiliates performed on behalfof the Company may give rise to actual or apparent conflicts of interest given the Investor’s potentially competing interests withthose of the Company. The Company expressly acknowledges the benefits it receives from the Investor’s participation in the transactionscontemplated by the Transaction Documents, on the one hand, and the Investor’s Affiliates’ activities, if any, on behalf ofthe Company unrelated to the transactions contemplated by the Transaction Documents, on the other hand, and understands the conflict orpotential conflict of interest that may arise in this regard, and has consulted with such independent advisors as it deems appropriatein order to understand and assess the risks associated with these potential conflicts of interest. Consistent with applicable legal andregulatory requirements, applicable Affiliates of the Investor have adopted policies and procedures to establish and maintain the independenceof their research departments and personnel from their investment banking groups and the Investor. As a result, research analysts employedby Affiliates of the Investor may hold views, make statements or investment recommendations or publish research reports with respect tothe Company or the transactions contemplated by the Transaction Documents that differ from the views of the Investor.

ArticleVI
ADDITIONAL COVENANTS

The Company covenants withthe Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party,during the Investment Period (and with respect to the Company, for the period following the termination of this Agreement specified inSection 8.3 pursuant to and in accordance with Section 8.3):

Section 6.1. SecuritiesCompliance. The Company shall notify the Commission and the Trading Market, if and as applicable, in accordance with their respectiverules and regulations, of the transactions contemplated by the Transaction Documents, and shall take all necessary action, undertake allproceedings and obtain all registrations, permits, consents and approvals for the legal and valid issuance of the Securities to the Investorin accordance with the terms of the Transaction Documents, as applicable. 

Section 6.2. Reservationof Ordinary Shares. The Company has available and the Company shall reserve and keep available at all times, free of preemptiveand other similar rights of shareholders, the requisite aggregate number of authorized but unissued Ordinary Shares to enable the Companyto timely effect (i) the issuance and delivery of all Commitment Shares within the time period specified in this Agreement and (ii) theissuance, sale and delivery of all Shares to be issued, sold and delivered in respect of each VWAP Purchase effected under this Agreement,in the case of this clause (ii), at least prior to the delivery by the Company to the Investor of the applicable VWAP Purchase Noticein connection with such VWAP Purchase. Without limiting the generality of the foregoing, (a) as of the date of this Agreement, the Companyhas reserved, out of its authorized and unissued Ordinary Shares, a sufficient number of Ordinary Shares solely for the purpose of issuingall of the Commitment Shares under this Agreement to be issued and delivered to the Investor under Section 7.1(iii) hereof within thetime period specified in Section 7.1(iii) hereof, and (b) as of the date of this Agreement the Company has reserved, out of its authorizedand unissued Ordinary Shares, 25 million Ordinary Shares, and as of the Commencement Date shall have continued to reserve, out of itsauthorized and unissued Ordinary Shares, a sufficient number of Ordinary Shares solely for the purpose of issuing Shares pursuant to oneor more VWAP Purchases that may be effected by the Company, in its sole discretion, from time to time from and after the CommencementDate under this Agreement. The number of Ordinary Shares so reserved for the purpose of effecting issuances of Shares pursuant to VWAPPurchases may be increased from time to time by the Company from and after the Commencement Date, and such number of reserved shares maybe reduced from and after the Commencement Date only by the number of Shares actually issued, sold and delivered to the Investor pursuantto any VWAP Purchase effected from and after the Commencement Date pursuant to this Agreement.

Section 6.3. Registrationand Listing. The Company shall use its commercially reasonable efforts to cause the Ordinary Shares to continue to be registeredas a class of securities under Section 12(b) of the Exchange Act, and to comply with its reporting and filing obligations under the ExchangeAct, and shall not take any action or file any document (whether or not permitted by the Securities Act or the Exchange Act) to terminateor suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or the SecuritiesAct, except as permitted herein. The Company shall use its commercially reasonable efforts to continue the listing and trading of itsOrdinary Shares and the listing of the Securities purchased or acquired by the Investor hereunder on the Trading Market (or another EligibleMarket) and to comply with the Company’s reporting, filing and other obligations under the rules and regulations of the TradingMarket (or other Eligible Market, as applicable). The Company shall not take any action which could be reasonably expected to result inthe delisting or suspension of the Ordinary Shares on the Trading Market (or other Eligible Market, as applicable). If the Company receivesany final and non-appealable notice that the listing or quotation of the Ordinary Shares on the Trading Market (or other Eligible Market,as applicable) shall be terminated on a date certain, the Company shall promptly (and in any case within 24 hours) notify the Investorof such fact in writing and shall use its commercially reasonable efforts to cause the Ordinary Shares to be listed or quoted on anotherEligible Market.

Section 6.4. Compliancewith Laws.

(i) During the Investment Period,the Company (a) shall comply, and cause each Subsidiary to comply, with all laws, rules, regulations and Orders applicable to the businessand operations of the Company, except as would not have a Material Adverse Effect and (b) with applicable provisions of the SecuritiesAct and the Exchange Act, including Regulation M thereunder, applicable state securities or “Blue Sky” laws, and applicablelisting rules of the Trading Market (or Eligible Market, as applicable), except as would not, individually or in the aggregate, prohibitor otherwise interfere with the ability of the Company to enter into and perform its obligations under this Agreement in any materialrespect or for Investor to conduct resales of Securities under the Registration Statement in any material respect.

(ii) The Investor shall complywith all Laws and Orders applicable to the performance by it of its obligations under this Agreement and its investment in the Securities,except as would not, individually or in the aggregate, prohibit or otherwise interfere with the ability of the Investor to enter intoand perform its obligations under this Agreement in any material respect. Without limiting the foregoing, the Investor shall comply withall applicable provisions of the Securities Act and the Exchange Act, including Regulation M thereunder, the rules and regulations ofFINRA, and all applicable state securities or “Blue Sky” laws.

Section 6.5. Keepingof Records and Books of Account; Due Diligence.

(i) The Investor and the Companyshall each maintain records showing the remaining Total Commitment and the dates and the Settlement Document.

(ii) Subject to the requirementsof Section 6.12, from time to time from and after the Closing Date, the Company shall make available for inspection and review by theInvestor during normal business hours and after reasonable notice, customary documentation reasonably requested by the Investor and/orits appointed counsel or advisors to conduct due diligence.

Section 6.6. No Frustration;No Variable Rate Transactions.

(i) No Frustration.The Company shall not enter into, announce or recommend to its shareholders any agreement, plan, arrangement or transaction in or of whichthe terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligationsunder the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to (i) pay the CommitmentFee to the Investor in such manner, at such time(s) and otherwise pursuant to and in accordance with this Agreement, including the obligationof the Company to deliver the Commitment Shares to the Investor not later than 4:00 p.m. (New York time) on the closing date of the transactionscontemplated by the Purchase Agreement, and (ii) deliver the Shares to the Investor in respect of each VWAP Purchase effected by the Company,in each case not later than the applicable VWAP Purchase Share Delivery Date with respect to such VWAP Purchase in accordance with Section3.2. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreementin accordance with Section 8.2 (subject in all cases to Section 8.3).

(ii) No Variable RateTransactions. During the Term of this Agreement, the Company shall be prohibited from effecting or entering into an agreementto effect any issuance by the Company or any of its Subsidiaries of Ordinary Shares or Ordinary Share Equivalents (or a combination ofunits thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which theCompany (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the rightto receive, additional Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price that is basedupon, and/or varies with, the trading prices of or quotations for the Ordinary Shares at any time after the initial issuance of such debtor equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after theinitial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly relatedto the business of the Company or the market for the Ordinary Shares or (ii) enters into, or effects a transaction under, any agreement,including, but not limited to, an equity line of credit or an “at-the-market” facility, whereby the Company may issue securitiesat a future determined price regardless of whether shares pursuant to such agreement have actually been issued and regardless of whethersuch agreement is subsequently canceled. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude anysuch issuance, which remedy shall be in addition to any right to collect damages.

Section 6.7. CorporateExistence. The Company shall take all steps necessary to preserve and continue the corporate existence of the Company; provided,however, that, except as provided in Section 6.8, nothing in this Agreement shall be deemed to prohibit the Company from engagingin any Fundamental Transaction with another Person. For the avoidance of doubt, nothing in this Section 6.7 shall in any way limit theCompany’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).

Section 6.8. FundamentalTransaction. If a VWAP Purchase Notice has been delivered to the Investor and the transactions contemplated therein have not yetbeen fully settled in accordance with Section 3.2 of this Agreement, the Company shall not effect any Fundamental Transaction until theexpiration of five (5) Trading Days following the date of full settlement thereof and the issuance to the Investor of all of the Sharesthat are issuable to the Investor pursuant to the VWAP Purchase to which such VWAP Purchase Notice relates.

Section 6.9. Reserved.

Section 6.10. EffectiveRegistration Statement. During the Investment Period, the Company shall use its commercially reasonable efforts to maintain thecontinuous effectiveness of the Initial Registration Statement and each New Registration Statement filed with the Commission under theSecurities Act for the applicable Registration Period pursuant to and in accordance with the Registration Rights Agreement.

Section 6.11. Blue Sky.The Company shall take such action, if any, as is necessary by the Company in order to obtain an exemption for or to qualify the Securitiesfor sale by the Company to the Investor pursuant to the Transaction Documents, and at the request of the Investor, the subsequent resaleof Registrable Securities by the Investor, in each case, under applicable state securities or “Blue Sky” laws and shall provideevidence of any such action so taken to the Investor from time to time following the Closing Date; provided, however, thatthe Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdictionwhere it would not otherwise be required to qualify but for this Section 6.11, (y) subject itself to general taxation in any such jurisdiction,or (z) file a general consent to service of process in any such jurisdiction.

Section 6.12. Non-PublicInformation. Neither the Company or any of its Subsidiaries, nor any of their respective directors, officers, employees or agentsshall disclose any material non-public information about the Company to the Investor, unless a simultaneous public announcement thereofis made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Companyor any of its Subsidiaries, or any of their respective directors, officers, employees and agents (as determined in the reasonable goodfaith judgment of the Investor), (i) the Investor shall promptly provide written notice of such breach to the Company and (ii) after suchnotice has been provided to the Company and, provided that the Company shall have failed to publicly disclose such material, non-publicinformation within 24 hours following demand therefor by the Investor or the Company shall have failed to demonstrate to the Investorin writing within 24 hours that such information does not constitute material, non-public information, in addition to any other remedyprovided herein or in the other Transaction Documents, if the Investor is holding any Shares at the time of the disclosure of material,non-public information, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisementor otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of theirrespective directors, officers, employees or agents. The Investor shall not have any liability to the Company, any of its Subsidiaries,or any of their respective directors, officers, employees, shareholders or agents, for any such disclosure.

Section 6.13. Broker-Dealer.The Investor shall use one or more broker-dealers (which may be by the Investor or an Affiliate of the Investor) to effectuate all sales,if any, of the Securities that it may purchase or otherwise acquire from the Company pursuant to the Transaction Documents, as applicable,which (or whom) shall be a DTC participant (collectively, the “Broker-Dealer”). The Investor shall, from timeto time, provide the Company and the Company’s transfer agent with all information regarding the Broker-Dealer reasonably requestedby the Company. The Investor shall be solely responsible for all fees and commissions of the Broker-Dealer (if any), which shall not exceedcustomary brokerage fees and commissions and shall be responsible for designating only a DTC participant eligible to receive DWAC Shares.

Section 6.14. Reserved.

Section 6.15. Reserved.

Section 6.16. Deliveryof Compliance Certificates, Bring-Down Negative Assurance Letters and Bring-Down Comfort Letters Upon Occurrence of Certain Events.Within three (3) Trading Days immediately following: (i) each date on which the Company files with the Commission (A) an annual reporton Form 20-F under the Exchange Act, (B) a Form 20-F/A containing amended (or restated) financial information or a material amendmentto a previously filed annual report on Form 20-F, or (C) a Report of Foreign Private Issuer on Form 6-K containing (i) amended (or restated)financial information or (ii) unaudited interim financial information; and (ii) the effective date of (A) each post-effective amendmentto the Initial Registration Statement, (B) each New Registration Statement and (C) each post-effective amendment to each New RegistrationStatement, or (iii) the filing of any Prospectus or any Prospectus Supplement, and in any case, not more than once per calendar quarter(each, a “Representation Date”), the Company shall (I) deliver to the Investor a Compliance Certificate, datedthe date of delivery to the Investor, (II) cause to be furnished to the Investor an opinion and negative assurance letter “bring-down”from outside counsel to the Company, dated the date of delivery to the Investor, substantially in the form mutually agreed to by the Companyand the Investor prior to the date of this Agreement, modified, as necessary, to relate to such post-effective amendment to the InitialRegistration Statement, or such New Registration Statement, or such post-effective amendment to a New Registration Statement, the filingof any Prospectus or Prospectus Supplement (each, a “Bring-Down Negative Assurance Letter”) and (III) otherthan with respect to a Representation Date pursuant to clause (i)(C) above, cause to be furnished to the Investor a customary “comfortletter” provided by the Accountant, or a successor independent registered public accounting firm for the Company (as applicable),dated the date of delivery to the Investor, substantially in the form, scope and substance as the information contained in the InitialComfort Letter (to the extent such information is then applicable), stating, as of such date, the conclusions and findings of such firmwith respect to the financial information and other matters covered by the Initial Comfort Letter (to the extent such financial informationor other matters are then applicable), modified, as necessary, to address such new, amended or restated financial information containedin any of the Commission Documents referred to in clause (i) above or to relate to a New Registration Statement or a post-effective amendmentto the Initial Registration Statement or a New Registration Statement, or the Prospectus contained in a Registration Statement or post-effectiveamendment as then amended or supplemented by any Prospectus Supplement thereto as of the date of such letter, as applicable (each, a “Bring-DownComfort Letter”). The requirement to provide the documents identified in the previous sentence shall be tolled with respectto any Representation Date, if (A) the Company has given written notice to the Investor (with a copy to its counsel) in accordance withSection 10.4, not later than one (1) Trading Day prior to the applicable Representation Date, of the Company’s decision to suspenddelivery of VWAP Purchase Notices for future VWAP Purchases (each, a “Future Purchase Suspension”) (it beinghereby acknowledged and agreed that no Future Purchase Suspension shall limit, alter, modify, change or otherwise affect any of the Company’sor the Investor’s rights or obligations under the Transaction Documents with respect to any pending VWAP Purchase that has not beenfully settled in accordance with the terms and conditions of this Agreement, and that the parties shall fully perform their respectiveobligations with respect to any such pending VWAP Purchase under the Transaction Documents), and (B) such Representation Date does notoccur during the period beginning on the Trading Day immediately preceding the Purchase Date for a VWAP Purchase and ending on the third(3^rd) Trading Day following the date of full settlement thereof and the issuance to the Investor of all of the Shares thatare issuable to the Investor pursuant to such VWAP Purchase, which tolling shall continue until the earlier to occur of (1) the TradingDay immediately preceding the Purchase Date for a VWAP Purchase, which for such calendar quarter shall be considered a RepresentationDate, and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to deliver aVWAP Purchase Notice following a Representation Date when a Future Purchase Suspension was in effect and did not provide the Investorwith the documents identified in clauses (I), (II) and (III) of the first sentence of this Section 6.16, then prior to the Company’sdelivery to the Investor of such VWAP Purchase Notice on a Purchase Date, the Company shall provide the Investor with the documents identifiedin clauses (I), (II) and (III) of the first sentence of this Section 6.16, dated as of the applicable Purchase Date.

ArticleVII
CONDITIONS TO CLOSING, COMMENCEMENT AND PURCHASES

Section 7.1. ConditionsPrecedent to Closing. The Closing is subject to the satisfaction of each of the conditions set forth in this Section 7.1 on theClosing Date.

(i) Accuracy of the Investor’sRepresentations and Warranties. The representations and warranties of the Investor contained in this Agreement (a) that are notqualified by “materiality” shall be true and correct in all material respects as of the Closing Date, except to the extentsuch representations and warranties are as of another date, in which case, such representations and warranties shall be true and correctin all material respects as of such other date and (b) that are qualified by “materiality” shall be true and correct as ofthe Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representationsand warranties shall be true and correct as of such other date.

(ii) Accuracy of the Company’sRepresentations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are notqualified by “materiality” or “Material Adverse Effect” shall be true and correct in all material respects asof the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representationsand warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality”or “Material Adverse Effect” shall be true and correct as of the Closing Date, except to the extent such representations andwarranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.

(iii) Payment of InvestorLegal Fee Expense Reimbursement; Issuance of Commitment Shares. On or prior to the Closing Date, but no later than 4:00 p.m.,New York City time on the Closing Date, the Company shall have initiated by wire transfer of immediately available funds to an accountdesignated by the Investor (or the Investor’s counsel) on or prior to the date hereof, the Investor Legal Fee Expense Reimbursementin accordance with Section 10.1(i), all of which Investor Legal Fee Expense Reimbursement shall be fully earned and non-refundable asof the Closing Date, regardless of whether the Commencement occurs or whether any VWAP Purchases are made or settled hereunder or anysubsequent termination of this Agreement. On the Closing Date, the Company shall deliver irrevocable instructions to its transfer agentto issue to the Investor, not later than 4:00 p.m. (New York City time) on the closing date of the transactions contemplated by the PurchaseAgreement, a certificate or book-entry statement representing the Commitment Shares in the name of the Investor or its designee (in whichcase such designee name shall have been provided to the Company prior to the Closing Date), in consideration for the Investor’sexecution and delivery of this Agreement. Such certificate or book-entry statement shall be delivered to the Investor by email and byovernight courier at its address set forth in Section 10.4 hereof. For the avoidance of doubt, all of the Commitment Shares shall be fullyearned as of the Closing Date, regardless of whether the Commencement occurs or whether any VWAP Purchases are made or settled hereunderor any subsequent termination of this Agreement. Upon issuance pursuant to this Section 7.1, the Commitment Shares shall constitute “restrictedsecurities” as such term is defined in Rule 144(a)(3) under the Securities Act and the certificate or book-entry statement representingthe Commitment Shares shall bear the restrictive legend set forth below:

THE SECURITIES REPRESENTED HEREBY HAVENOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIESNOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATIONSTATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL,IS AVAILABLE.

(iv) Closing Deliverables.At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties heretoshall be delivered as provided in Section 2.2. On or prior to the closing date of the Purchase Agreement, the Investor’s counselshall have received the opinions of outside counsel to the Company, dated as of the date of delivery of such opinions, in the forms mutuallyagreed to by the Company and the Investor; and substantially simultaneously with the execution and delivery of this Agreement and theRegistration Rights Agreement, the Investor’s counsel shall have received (a) the closing certificate from the Company, dated theClosing Date, in the form of Exhibit B hereto, and (b) a copy of the irrevocable instructions to the Company’s transfer agentregarding the issuance to the Investor or its designee of the certificate(s) or book-entry statement(s) representing the Commitment Sharespursuant to and in accordance with Section 7.1(iii) hereof. 

Section 7.2. ConditionsPrecedent to Commencement. The right of the Company to commence delivering VWAP Purchase Notices under this Agreement, and theobligation of the Investor to accept VWAP Purchase Notices timely delivered to the Investor by the Company under this Agreement, are subjectto the initial satisfaction, at Commencement, of each of the conditions set forth in this Section 7.2.

(i) Accuracy of the Company’sRepresentations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are notqualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respectswhen made and shall be true and correct in all material respects as of the Commencement Date with the same force and effect as if madeon such date, except to the extent such representations and warranties are as of another date, in which case, such representations andwarranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality”or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the CommencementDate with the same force and effect as if made on such date, except to the extent such representations and warranties are as of anotherdate, in which case, such representations and warranties shall be true and correct as of such other date.

(ii) Performance of theCompany. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements andconditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Companyat or prior to the Commencement. The Company shall deliver to the Investor on the Commencement Date the compliance certificate substantiallyin the form attached hereto as Exhibit C (the “Compliance Certificate”).

(iii) Initial RegistrationStatement Effective. The Initial Registration Statement covering the resale by the Investor of the Registrable Securities includedtherein required to be filed by the Company with the Commission pursuant to Section 2(a) of the Registration Rights Agreement shall havebeen declared effective under the Securities Act by the Commission, and the Investor shall be permitted to utilize the Prospectus thereinto resell (i) all of the Commitment Shares and (ii) all of the Shares included in such Prospectus.

(iv) No Material Notices.None of the following events shall have occurred and be continuing: (a) receipt of any request by the Commission or any other GovernmentalEntity for any additional information relating to the Initial Registration Statement, the Prospectus contained therein or any ProspectusSupplement thereto, or for any amendment of or supplement to the Initial Registration Statement, the Prospectus contained therein or anyProspectus Supplement thereto; (b) the issuance by the Commission or any other Governmental Entity of any stop order suspending the effectivenessof the Initial Registration Statement or prohibiting or suspending the use of the Prospectus contained therein or any Prospectus Supplementthereto, or of the suspension of qualification or exemption from qualification of the Securities for offering or sale in any jurisdiction,or the initiation or contemplated initiation of any proceeding for such purpose; or (c) the occurrence of any event or the existence ofany condition or state of facts, which makes any statement of a material fact made in the Initial Registration Statement, the Prospectuscontained therein or any Prospectus Supplement thereto untrue or which requires the making of any additions to or changes to the statementsthen made in the Initial Registration Statement, the Prospectus contained therein or any Prospectus Supplement thereto in order to statea material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (inthe case of the Prospectus or any Prospectus Supplement, in light of the circumstances under which they were made) not misleading, orwhich requires an amendment to the Initial Registration Statement or a supplement to the Prospectus contained therein or any ProspectusSupplement thereto to comply with the Securities Act, any applicable state securities laws or any other law. The Company shall have noKnowledge of any event that could reasonably be expected to have the effect of causing the suspension of the effectiveness of the InitialRegistration Statement or the prohibition or suspension of the use of the Prospectus contained therein or any Prospectus Supplement theretoin connection with the resale of the Registrable Securities by the Investor.

(v) Other Commission Filings.The Current Report and the Form D shall have been filed with the Commission as required pursuant to Section 2.3. The final Prospectusincluded in the Initial Registration Statement shall have been filed with the Commission prior to Commencement in accordance with Section2.3 and the Registration Rights Agreement. All reports, schedules, registrations, forms, statements, information and other documents requiredto have been filed by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, including all materialrequired to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, prior to Commencement shall have been filed with theCommission.

(vi) No Suspension ofTrading in or Notice of Delisting of Ordinary Shares. Trading in the Ordinary Shares shall not have been suspended by the Commission,the Trading Market or FINRA (except for any suspension of trading of limited duration agreed to by the Company, which suspension shallbe terminated prior to the Commencement Date), the Company shall not have received any final and non-appealable notice that the listingor quotation of the Ordinary Shares on the Trading Market shall be terminated on a date certain (unless, prior to such date certain, theOrdinary Shares is listed or quoted on any other Eligible Market), nor shall there have been imposed any suspension of, or restrictionon, accepting additional deposits of the Ordinary Shares, electronic trading or book-entry services by DTC with respect to the OrdinaryShares that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or restrictionon, accepting additional deposits of the Ordinary Shares, electronic trading or book-entry services by DTC with respect to the OrdinaryShares is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company in writingthat DTC has determined not to impose any such suspension or restriction).

(vii) Compliance withLaws. The Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinancesin connection with the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a partyand the consummation of the transactions contemplated hereby and thereby, including, without limitation, the Company shall have obtainedall permits and qualifications required by any applicable state securities or “Blue Sky” laws for the offer and sale of theSecurities by the Company to the Investor and the subsequent resale of the Registrable Securities by the Investor (or shall have the availabilityof exemptions therefrom).

(viii) No Injunction.No statute, regulation or Order shall have been enacted, entered, promulgated, threatened or endorsed by any court or Governmental Entityof competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplatedby the Transaction Documents.

(ix) No Proceedings orLitigation. No action, suit or proceeding before any arbitrator or any court or Governmental Entity shall have been commenced,and no inquiry or investigation by any Governmental Entity shall have been commenced, against the Company or any Subsidiary, or any ofthe officers, directors or Affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change the transactions contemplatedby the Transaction Documents, or seeking material damages in connection with such transactions.

(x) Listing of Securities.All of the Securities that have been and may be issued pursuant to this Agreement shall have been approved for listing or quotation onthe Trading Market (or on an Eligible Market) as of the Commencement Date, subject only to notice of issuance.

(xi) No Material AdverseEffect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect shall have occurred and be continuing.

(xii) No Bankruptcy Proceedings.No Person shall have commenced a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law. The Companyshall not have, pursuant to or within the meaning of any Bankruptcy Law, (a) commenced a voluntary case, (b) consented to the entry ofan Order for relief against it in an involuntary case, (c) consented to the appointment of a Custodian of the Company or for all or substantiallyall of its property, or (d) made a general assignment for the benefit of its creditors. A court of competent jurisdiction shall not haveentered an Order or decree under any Bankruptcy Law that (I) is for relief against the Company in an involuntary case, (II) appoints aCustodian of the Company or for all or substantially all of its property, or (III) orders the liquidation of the Company.

(xiii) No Event of Default.No Event of Default (as defined in the Purchase Agreement) shall have occurred or be continuing under the Notes (as defined in the PurchaseAgreement) issued pursuant to the Purchase Agreement.

(xiv) Delivery of CommencementIrrevocable Transfer Agent Instructions and Notice of Effectiveness. On the Effective Date of the Initial Registration Statementand prior to Commencement, the Company shall deliver or cause to be delivered to its transfer agent (and thereafter, shall deliver orcause to be delivered to any subsequent transfer agent of the Company), (i) irrevocable instructions executed by the Company and acknowledgedin writing by the Company’s transfer agent (the “Commencement Irrevocable Transfer Agent Instructions”)and (ii) the notice of effectiveness relating to the Initial Registration Statement (the “Notice of Effectiveness”),in each case directing the Company’s transfer agent to (A) issue to the Investor or its designees all of the Shares included inthe Initial Registration Statement as DWAC Shares, at the time(s) the Shares (if any) are required to be so issued on or after the EffectiveDate of the Initial Registration Statement, and (B) remove restrictive legends from certificates or the book-entry records, representingthe Commitment Shares, in each case, in accordance with this Agreement and the Registration Rights Agreement.

(xv) Reservation of Shares.As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Ordinary Shares, a sufficient number ofOrdinary Shares solely for the purpose of issuing Shares pursuant to VWAP Purchases that may be effected by the Company, in its sole discretion,from and after the Commencement Date under this Agreement.

(xvi) Opinions and NegativeAssurances of Company Counsel. On the Commencement Date, the Investor shall have received the opinions and negative assurancesfrom outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor priorto the date of this Agreement.

(xvii) Initial ComfortLetter of Company Auditor. On the Commencement Date, the Investor shall have received from the Accountant, or a successor independentregistered public accounting firm for the Company (as applicable), a letter dated the Commencement Date and addressed to the Investor,in substantially the form, scope and substance mutually agreed to by the Company and the Investor (i) confirming that they are independentpublic accountants with respect to the Company within the meaning of the Securities Act and the Public Company Accounting Oversight Board,and (ii) stating the conclusions and findings of such firm with respect to the audited and unaudited financial statements and certainfinancial information contained or incorporated by reference in the Registration Statement and the Prospectus (as supplemented by anyProspectus Supplement filed with the Commission on or prior to the Commencement Date), and certain other matters customarily covered byauditor “comfort letters,” except that the specific date referred to therein for the carrying out of procedures shall be nomore than three (3) Trading Days prior to the Commencement Date (the “Initial Comfort Letter”).

Section 7.3. ConditionsPrecedent to Purchases after Commencement Date. The right of the Company to deliver VWAP Purchase Notices under this Agreementafter the Commencement Date, and the obligation of the Investor to accept VWAP Purchase Notices timely delivered to the Investor by theCompany under this Agreement after the Commencement Date, are subject to the satisfaction of each of the conditions set forth in thisSection 7.3, with respect to a VWAP Purchase Notice for a VWAP Purchase that is timely delivered by the Company to the Investor in accordancewith this Agreement, as of the VWAP Purchase Commencement Time of the applicable VWAP Purchase Period for such VWAP Purchase to be effectedpursuant to such VWAP Purchase Notice, at which time all such conditions must be satisfied, a “Purchase Condition SatisfactionTime”).

(i) Satisfaction of CertainPrior Conditions. Each of the conditions set forth in subsections (i), (ii), and (vii) through (xiv) set forth in Section 7.2shall be satisfied at the applicable Purchase Condition Satisfaction Time after the Commencement Date (with the terms “Commencement”and “Commencement Date” in the conditions set forth in subsections (i) and (ii) of Section 7.2 replaced with “applicablePurchase Condition Satisfaction Time”); provided, however, that the Company shall not be required to deliver the ComplianceCertificate after the Commencement Date, except as provided in Section 6.16 and Section 7.3(x).

(ii) Initial RegistrationStatement Effective. The Initial Registration Statement covering the resale by the Investor of the Registrable Securities includedtherein filed by the Company with the Commission pursuant to Section 2(a) of the Registration Rights Agreement, and any post-effectiveamendment thereto required to be filed by the Company with the Commission after the Commencement Date and prior to the applicable PurchaseDate pursuant to the Registration Rights Agreement, in each case shall have been declared effective under the Securities Act by the Commissionand shall remain effective for the applicable Registration Period, and the Investor shall be permitted to utilize the Prospectus therein,and any Prospectus Supplement thereto, to resell (a) all of the Commitment Shares, (b) all of the Shares included in the Initial RegistrationStatement, and any post-effective amendment thereto, that have been issued and sold to the Investor hereunder pursuant to all VWAP PurchaseNotices delivered by the Company to the Investor prior to such applicable Purchase Date and (c) all of the Shares included in the InitialRegistration Statement, and any post-effective amendment thereto, that are issuable pursuant to the applicable VWAP Purchase Notice deliveredby the Company to the Investor with respect to a VWAP Purchase to be effected hereunder on such applicable Purchase Date.

(iii) Any Required NewRegistration Statement Effective. Any New Registration Statement covering the resale by the Investor of the Registrable Securitiesincluded therein, and any post-effective amendment thereto, required to be filed by the Company with the Commission pursuant to the RegistrationRights Agreement after the Commencement Date and prior to the applicable Purchase Date for such VWAP Purchase, in each case shall havebeen declared effective under the Securities Act by the Commission and shall remain effective for the applicable Registration Period,and the Investor shall be permitted to utilize the Prospectus therein, and any Prospectus Supplement thereto, to resell (a) all of theCommitment Shares (if any) included in such New Registration Statement, and any post-effective amendment thereto, (b) all of the Sharesincluded in such New Registration Statement, and any post-effective amendment thereto, that have been issued and sold to the Investorhereunder pursuant to all VWAP Purchase Notices delivered by the Company to the Investor prior to such applicable Purchase Date and (c)all of the Shares included in such new Registration Statement, and any post-effective amendment thereto, that are issuable pursuant tothe applicable VWAP Purchase Notice delivered by the Company to the Investor with respect to a VWAP Purchase to be effected hereunderon such applicable Purchase Date.

(iv) Delivery of SubsequentIrrevocable Transfer Agent Instructions and Notice of Effectiveness. With respect to any post-effective amendment to the InitialRegistration Statement, any New Registration Statement or any post-effective amendment to any New Registration Statement, in each casedeclared effective by the Commission after the Commencement Date, the Company shall deliver or cause to be delivered to its transfer agent(and thereafter, shall deliver or cause to be delivered to any subsequent transfer agent of the Company) (i) irrevocable instructionsin the form substantially similar to the Commencement Irrevocable Transfer Agent Instructions executed by the Company and acknowledgedin writing by the Company’s transfer agent and (ii) the Notice of Effectiveness, in each case modified as necessary to refer tosuch Registration Statement or post-effective amendment and the Registrable Securities included therein, to issue the Registrable Securitiesincluded therein as DWAC Shares, at the time(s) such Registrable Securities (if any) are required to be so issued on or after the EffectiveDate thereof, in each case in accordance with the terms of this Agreement and the Registration Rights Agreement.

(v) No Material Notices.None of the following events shall have occurred and be continuing: (a) receipt of any request by the Commission or any other GovernmentalEntity for any additional information relating to the Initial Registration Statement or any post-effective amendment thereto, any NewRegistration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or any ProspectusSupplement thereto, or for any amendment of or supplement to the Initial Registration Statement or any post-effective amendment thereto,any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or any ProspectusSupplement thereto; (b) the issuance by the Commission or any other Governmental Entity of any stop order suspending the effectivenessof the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendmentthereto, or prohibiting or suspending the use of the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto,or of the suspension of qualification or exemption from qualification of the Securities for offering or sale in any jurisdiction, or theinitiation or contemplated initiation of any proceeding for such purpose; (c) the objection of FINRA to the terms of the transactionscontemplated by the Transaction Documents or (d) the occurrence of any event or the existence of any condition or state of facts, whichmakes any statement of a material fact made in the Initial Registration Statement or any post-effective amendment thereto, any New RegistrationStatement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement theretountrue or which requires the making of any additions to or changes to the statements then made in the Initial Registration Statement orany post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus containedin any of the foregoing or any Prospectus Supplement thereto in order to state a material fact required by the Securities Act to be statedtherein or necessary in order to make the statements then made therein (in the case of the Prospectus or any Prospectus Supplement, inlight of the circumstances under which they were made) not misleading, or which requires an amendment to the Initial Registration Statementor any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus containedin any of the foregoing or any Prospectus Supplement thereto to comply with the Securities Act, any applicable state securities laws orany other law (other than the transactions contemplated by the applicable VWAP Purchase Notice delivered by the Company to the Investorwith respect to a VWAP Purchase, to be effected hereunder on such applicable Purchase Date and the settlement thereof). The Company shallhave no Knowledge of any event that could reasonably be expected to have the effect of causing the suspension of the effectiveness ofthe Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendmentthereto, or the prohibition or suspension of the use of the Prospectus contained in any of the foregoing or any Prospectus Supplementthereto in connection with the resale of the Registrable Securities by the Investor.

(vi) Other CommissionFilings. The final Prospectus included in any post-effective amendment to the Initial Registration Statement, and any ProspectusSupplement thereto, required to be filed by the Company with the Commission pursuant to Section 2.3 and the Registration Rights Agreementafter the Commencement Date and prior to the applicable Purchase Date for such VWAP Purchase, shall have been filed with the Commissionin accordance with Section 2.3 and the Registration Rights Agreement. The final Prospectus included in any New Registration Statementand in any post-effective amendment thereto, and any Prospectus Supplement thereto, required to be filed by the Company with the Commissionpursuant to Section 2.3 and the Registration Rights Agreement after the Commencement Date and prior to the applicable Purchase Date forsuch VWAP Purchase, shall have been filed with the Commission in accordance with Section 2.3 and the Registration Rights Agreement. Allreports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company withthe Commission pursuant to the reporting requirements of the Exchange Act, including all material required to have been filed pursuantto Section 13(a) or 15(d) of the Exchange Act, after the Commencement Date and prior to the applicable Purchase Date for such VWAP Purchase,shall have been filed with the Commission and, if any Registrable Securities are covered by a Registration Statement on Form F-3, suchfilings shall have been made within the applicable time period prescribed for such filing under the Exchange Act.

(vii) No Suspension ofTrading in or Notice of Delisting of Ordinary Shares. Trading in the Ordinary Shares shall not have been suspended by the Commission,the Trading Market (or Eligible Market, as applicable) or FINRA (except for any suspension of trading of limited duration agreed to bythe Company, which suspension shall be terminated prior to the applicable Purchase Date, the Company shall not have received any finaland non-appealable notice that the listing or quotation of the Ordinary Shares on the Trading Market (or Eligible Market, as applicable)shall be terminated on a date certain (unless, prior to such date certain, the Ordinary Shares is listed or quoted on any other EligibleMarket), nor shall there have been imposed any suspension of, or restriction on, accepting additional deposits of the Ordinary Shares,electronic trading or book-entry services by DTC with respect to the Ordinary Shares that is continuing, the Company shall not have receivedany notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Ordinary Shares, electronictrading or book-entry services by DTC with respect to the Ordinary Shares is being imposed or is contemplated (unless, prior to such suspensionor restriction, DTC shall have notified the Company in writing that DTC has determined not to impose any such suspension or restriction).

(viii) Certain Limitations.The issuance and sale of the Shares issuable pursuant to the applicable VWAP Purchase Notice shall not (a) exceed the VWAP Purchase MaximumAmount applicable to such VWAP Purchase Notice, (b) cause the aggregate number of Ordinary Shares issued pursuant to this Agreement toexceed the Total Commitment or (c) cause the Investor to beneficially own (under Section 13(d) of the Exchange Act and Rule 13d-3 promulgatedthereunder) Ordinary Shares in excess of the Beneficial Ownership Limitation. The VWAP Purchase Period for any prior VWAP Purchase shallhave been completed.

(ix) Shares Authorizedand Delivered. All of the Shares issuable pursuant to the applicable VWAP Purchase Notice shall have been duly authorized by allnecessary corporate action of the Company. All Shares relating to all prior VWAP Purchase Notices required to have been received by theInvestor as DWAC Shares under this Agreement prior to the applicable Purchase Condition Satisfaction Time for the applicable VWAP Purchaseshall have been delivered to the Investor as DWAC Shares in accordance with this Agreement.

(x) Bring-Down NegativeAssurance Letters; Bring-Down Comfort Letters and Compliance Certificates. The Investor shall have received (a) all Bring-DownNegative Assurance Letters from outside counsel to the Company, which the Company was obligated to instruct its outside counsel to deliverto the Investor prior to the applicable Purchase Condition Satisfaction Time for the applicable VWAP Purchase, (b) a Bring-Down ComfortLetter from the Accountant, or a successor independent registered public accounting firm for the Company (as applicable), which the Companywas obligated to instruct such firm to deliver to the Investor prior to the applicable Purchase Condition Satisfaction Time for the applicableVWAP Purchase, and (c) all Compliance Certificates from the Company that the Company was obligated to deliver to the Investor prior tothe applicable Purchase Condition Satisfaction Time for the applicable VWAP Purchase, in each case in accordance with Section 6.16.

(xi) Material Non-PublicInformation. Neither the Company nor, in the Investor’s sole discretion, the Investor, shall be in possession of any materialnon-public information concerning the Company.

(xii) Variable RateTransaction. No Variable Rate Transaction shall have been entered into by the Company except for as in accordance with Section6.6(ii).

ArticleVIII
TERMINATION

Section 8.1. AutomaticTermination. Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest tooccur of (i) the first day of the month next following the 24-month anniversary of the Effective Date, (ii) the date on which the Investorshall have purchased from the Company, pursuant to all VWAP Purchases that have occurred and fully settled pursuant to this Agreement,an aggregate number of Shares for a total aggregate gross purchase price to the Company equal to the Total Commitment, (iii) the dateon which the Ordinary Shares shall have failed to be listed or quoted on the Trading Market or any Eligible Market for a period of one(1) Trading Day, (iv) the thirtieth (30^th) Trading Day next following the date on which, pursuant to or within the meaningof any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, in each case thatis not discharged or dismissed prior to such thirtieth (30^th) Trading Day, and (v) the date on which, pursuant to or withinthe meaning of any Bankruptcy Law, a Custodian is appointed for the Company or for all or substantially all of its property, or the Companymakes a general assignment for the benefit of its creditors (the “Term”).

Section 8.2. Other Termination.Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon five (5) Trading Days’prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have(A) issued all of the Commitment Shares required to be issued to the Investor pursuant to Section 7.1 of this Agreement, (B) paid theInvestor Legal Fee Reimbursement required to be paid to the Investor pursuant to Section 10.1(i) of this Agreement, in each case in thisclause (i) prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, withrespect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press releaseor other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties,effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, theInvestor shall have the right to terminate this Agreement effective upon five (5) Trading Days’ prior written notice to the Companyin accordance with Section 10.4, if: (a) any condition, occurrence, state of facts or event constituting a Material Adverse Effect hasoccurred and is continuing; (b) a Fundamental Transaction shall have occurred; (c) the Initial Registration Statement and any New RegistrationStatement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable EffectivenessDeadline (as defined in the Registration Rights Agreement) therefor, or the Company is otherwise in breach or default in any materialrespect under any of the other provisions of the Registration Rights Agreement, and, if such failure, breach or default is capable ofbeing cured, such failure, breach or default is not cured within ten (10) Trading Days after notice of such failure, breach or defaultis delivered to the Company pursuant to Section 10.4; (d) while a Registration Statement, or any post-effective amendment thereto, isrequired to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any RegistrableSecurities, the effectiveness of such Registration Statement, or any post-effective amendment thereto, lapses for any reason (including,without limitation, the issuance of a stop order by the Commission) or such Registration Statement or any post-effective amendment thereto,the Prospectus contained therein or any Prospectus Supplement thereto otherwise becomes unavailable to the Investor for the resale ofall of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse orunavailability continues for a period of forty-five (45) consecutive Trading Days or for more than an aggregate of ninety (90) TradingDays in any 365-day period, other than due to acts of the Investor; (e) trading in the Ordinary Shares on the Trading Market (or if theOrdinary Shares is then listed on any Eligible Market, trading in the Ordinary Shares on any such Eligible Market) shall have been suspendedand such suspension continues for a period of five (5) consecutive Trading Days; or (f) the Company is in material breach or default ofthis Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within ten (10) TradingDays after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is requiredelsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shallpromptly (but in no event later than twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, withoutlimitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or EligibleMarket, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rulesand regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediatelypreceding sentence.

Section 8.3. Effectof Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplatedby this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations,Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination)shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities,the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstandingsuch termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary,no termination of this Agreement by any party shall (i) become effective prior to the fifth (5^th) Trading Day immediately followingthe settlement date related to any pending VWAP Purchase that has not been fully settled in accordance with the terms and conditions ofthis Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwiseaffect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pendingVWAP Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending VWAP Purchase, (ii)limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the RegistrationRights Agreement, all of which shall survive any such termination, (iii) affect any Commitment Shares issued or issuable to the Investor,all of which Commitment Shares shall be fully earned as of the Closing Date, regardless of whether the Commencement shall have occurred,whether any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement and (iv) affect the InvestorLegal Fee Expense Reimbursement payable or paid to the Investor (or the Investor’s counsel), all of which Investor Legal Fee ExpenseReimbursement shall be fully earned by the Investor and non-refundable when paid on the Closing Date pursuant to Section 10.1(i), regardlessof whether the Commencement shall have occurred, whether any VWAP Purchases are made or settled hereunder or any subsequent terminationof this Agreement, regardless of whether any VWAP Purchases are effected by the Company or settled hereunder or any subsequent terminationof this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breachor default under this Agreement, the Registration Rights Agreement or any of the other Transaction Documents to which it is a party, orto impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under this Agreement,the Registration Rights Agreement or any of the other the Transaction Documents to which it is a party.

ArticleIX
INDEMNIFICATION

Section 9.1. Indemnificationof Investor. In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Securities hereunderand in addition to all of the Company’s other obligations under the Transaction Documents to which it is a party, subject to theprovisions of this Section 9.1, the Company shall indemnify and hold harmless the Investor, its Affiliates, each of their respective directors,officers, shareholders, members, partners, employees, representatives, agents and advisors (and any other Persons with a functionallyequivalent role of a Person holding such titles notwithstanding the lack of such title or any other title), each Person, if any, who controlsthe Investor (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), and the respective directors,officers, shareholders, members, partners, employees, representatives, agents and advisors (and any other Persons with a functionallyequivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons(each, an “Investor Party”), from and against all losses, liabilities, obligations, claims, contingencies, damages,costs and expenses (including all judgments, amounts paid in settlement, court costs, reasonable attorneys’ fees and reasonablecosts of defense and investigation) (collectively, “Damages”) that any Investor Party may suffer or incur asa result of or relating to or arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact containedin any Commission Document (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to bestated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statementof a material fact included in any Commission Document, or the omission or alleged omission therefrom of a material fact necessary inorder to make the statements therein, in the light of the circumstances under which they were made, not misleading, (b) any breach ofany of the representations, warranties, covenants or agreements made by the Company in this Agreement, the Registration Rights Agreementor in the other Transaction Documents to which it is a party or (c) any action, suit, claim or proceeding (including for these purposesa derivative action brought on behalf of the Company) instituted against such Investor Party arising out of or resulting from the execution,delivery, performance or enforcement of the Transaction Documents; provided, however, that (x) the foregoing indemnity shallnot apply to any Damages to the extent, but only to the extent, that (i) a court of competent jurisdiction shall have determined by afinal judgment (from which no further appeals are available) that such Damages resulted directly and primarily from any acts or failuresto act, undertaken or omitted to be taken by such Investor Party through its fraud, bad faith, gross negligence, or willful or recklessmisconduct or (ii) such Damages are arising out of an untrue statement or omission, or alleged untrue statement or omission made in relianceupon and in conformity with information furnished in writing to the Company by the Investor expressly for use in connection with the preparationof the Registration Statement, Prospectus or Prospectus Supplement or any such amendment thereof or supplement thereto (it being herebyacknowledged and agreed that the written information set forth on Exhibit B to the Registration Rights Agreement is the only written informationfurnished to the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement).

The Company shall reimburseany Investor Party promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expensesreasonably incurred by such Investor Party in connection with (i) any action, suit, claim or proceeding, whether at law or in equity,to enforce compliance by the Company with any provision of the Transaction Documents or (ii) any other any action, suit, claim or proceeding,whether at law or in equity, with respect to which it is entitled to indemnification under this Section 9.1; provided that theInvestor shall promptly reimburse the Company for all such legal and other costs and expenses to the extent a court of competent jurisdictiondetermines through a final, non-appealable determination that any Investor Party was not entitled to such reimbursement.

An Investor Party’sright to indemnification or other remedies based upon the representations, warranties, covenants and agreements of the Company set forthin the Transaction Documents shall not in any way be affected by any investigation or knowledge of such Investor Party. Such representations,warranties, covenants and agreements shall not be affected or deemed waived by reason of the fact that an Investor Party knew or shouldhave known that any representation or warranty might be inaccurate or that the Company failed to comply with any agreement or covenant.Any investigation by such Investor Party shall be for its own protection only and shall not affect or impair any right or remedy hereunder.

To the extent that the foregoingundertakings by the Company set forth in this Section 9.1 may be unenforceable for any reason, the Company shall make the maximum contributionto the payment and satisfaction of each of the Damages which is permissible under applicable law, provided that in no event shall theInvestor be obligated to contribute any amount in excess of the fees it actually received pursuant to this Agreement.

Section 9.2.Indemnification Procedures. Promptly after an Investor Party receives notice of a claim or the commencement of an action forwhich the Investor Party intends to seek indemnification under Section 9.1, the Investor Party will notify the Company in writing of theclaim or commencement of the action, suit or proceeding; provided, however, that failure to notify the Company will notrelieve the Company from liability under Section 9.1, except to the extent it has been materially prejudiced by the failure to give notice.The Company will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is beingsought, and if the Company acknowledges in writing the obligation to indemnify the Investor Party against whom the claim or action isbrought, the Company may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactoryto it. After the Company notifies the Investor Party that the Company wishes to assume the defense of a claim, action, suit or proceeding,the Company will not be liable for any further legal or other expenses incurred by the Investor Party in connection with the defense againstthe claim, action, suit or proceeding unless (1) the employment of counsel by the Investor Party has been authorized in writing by theCompany, (2) the Investor Party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to itor another Investor Party that are different from or in addition to those available to the Company, (3) a conflict or potential conflictexists (based on advice of counsel to the Investor Party) between an Investor Party and the Company (in which case the Company will nothave the right to direct the defense of such action on behalf of the Investor Party) or (4) the Company has not in fact employed counselto assume the defense of such action or counsel reasonably satisfactory to Investor Party, in each case, within a reasonable time afterreceiving notice of the commencement of the action; in each of which cases the reasonable fees, disbursements and other charges of counselwill be at the expense of the Company. It is understood that the Company shall not, in connection with any proceeding or related proceedingsin the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm (plus localcounsel) admitted to practice in such jurisdiction at any one time for all such similarly situated Investor Parties. The Company willnot be liable for any settlement of any action effected without its prior written consent, which consent shall not be unreasonably withheld,delayed or conditioned. The Company shall not, without the prior written consent of each Investor Party, settle or compromise or consentto the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this section(whether or not any Investor Party is a party thereto), unless such settlement, compromise or consent (1) includes an express and unconditionalrelease of each Investor Party, in form and substance reasonably satisfactory to such Investor Party, from all liability arising out ofsuch litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability ora failure to act by or on behalf of any Investor Party.

The remedies provided forin this Article IX are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Investor Partyat law or in equity.

ArticleX
MISCELLANEOUS

Section 10.1. CertainFees and Expenses; Commitment Fee; Commencement Irrevocable Transfer Agent Instructions.

(i) Certain Fees andExpenses. Each party shall bear its own fees and expenses related to the transactions contemplated by this Agreement; provided,however, that the Company shall pay, by wire transfer of immediately available funds to an account designated by the Investor,(A)(i) immediately prior to the signing of this Agreement but no later than 4:00 p.m., New York City time on the Closing Date, an amountequal to $25,000 and (ii) upon the execution of the Transaction Documents, but no later than 4:00 p.m., New York City time on the ClosingDate, an additional $25,000 for the Investor’s reasonable out-of-pocket expenses, including the legal fees and disbursements ofthe Investor’s legal counsel incurred by the Investor in connection with the preparation, negotiation, execution and delivery ofthe Transaction Documents by the Investor and its due diligence investigation of the Company (such amounts collectively, the “InvestorLegal Fee Reimbursement Expense”) and (B) $10,000 per fiscal quarter in connection with the Investor’s ongoing duediligence and review of the deliverables under Section 6.16. For the avoidance of doubt, the Investor Expense Reimbursement, shall benon-refundable when paid, regardless of whether any VWAP Purchases are made or settled hereunder or any subsequent termination of thisAgreement. The Company shall pay all U.S. federal, state and local stamp and other similar transfer and other taxes and duties leviedin connection with issuance of the Securities pursuant hereto.

Section 10.2. Specific Enforcement, Consentto Jurisdiction, Waiver of Jury Trial.

(i) The Company and the Investoracknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performedin accordance with their specific terms or were otherwise breached. It is accordingly agreed that either party shall be entitled to aninjunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the other party and to enforce specificallythe terms and provisions hereof (without the necessity of showing economic loss and without any bond or other security being required),this being in addition to any other remedy to which either party may be entitled by law or equity.

(ii) Each of the Company andthe Investor (a) hereby irrevocably submits to the jurisdiction of the U.S. District Court and other courts of the United States sittingin The City of New York, Borough of Manhattan, State of New York for the purposes of any suit, action or proceeding arising out of orrelating to this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that itis not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum orthat the venue of the suit, action or proceeding is improper. Each of the Company and the Investor consents to process being served inany such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreementand agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 10.2shall affect or limit any right to serve process in any other manner permitted by law.

(iii) EACH OF THE COMPANY ANDTHE INVESTOR HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANYLITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY ORDISPUTES RELATING HERETO. EACH OF THE COMPANY AND THE INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTYHAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERAND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUALWAIVERS AND CERTIFICATIONS IN THIS SECTION 10.2.

Section 10.3. EntireAgreement. The Transaction Documents set forth the entire agreement and understanding of the parties with respect to the subjectmatter hereof and supersede all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral andwritten, with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative tothe subject matter hereof not expressly set forth in the Transaction Documents.

Section 10.4. Notices.Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall beeffective (a) upon hand delivery or electronic mail delivery at the address or number designated below (if delivered on a business dayduring normal business hours where such notice is to be received), or the first business day following such delivery (if delivered otherthan on a business day during normal business hours where such notice is to be received) or (b) on the second business day following thedate of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichevershall first occur. The address for such communications shall be:

If to the Company:

DDC Enterprise Limited.

368 9th Ave., 6th Floor

New York, New York 10001,

Telephone Number: 852 2803 0688

Attention: Norma Ka Yin Chu, Chief Executive Officer

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

Travers Thorp Alberga

3605 Tower Two, Lippo Centre

89 Queensway, HongKong

Telephone Number: +852 3582 4847

Email: rng@traversthorpalberga.com

Attention: Raymond Ng, Esq.

and

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Telephone Number: (310) 728-5129

Email: lvenick@loeb.com

Attention: Lawrence Venick, Esq.

If to the Co-Investors:

181 Bay Street, Suite 4200

Toronto, Ontario, Canada

M5J 2T3

Email: anathoo@ansonfunds.com

Attention: Amin Nathoo

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

Haynes and Boone, LLP

30 Rockefeller Center, 26^th Floor

New York, NY 10112

Telephone Number: (212) 659-7300

Email: Rick.Werner@haynesboone.com

Attention: Rick Werner, Esq.

Either party hereto may from time to time changeits address for notices by giving at least five (5) days’ advance written notice of such changed address to the other party hereto.

Section 10.5. Waivers.No provision of this Agreement may be waived by the parties from and after the date that is one (1) Trading Day immediately precedingthe date on which the Initial Registration Statement is initially filed with the Commission. Subject to the immediately preceding sentence,no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiveris sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shallany single or partial exercise of any such power, right or privilege preclude other or further exercises thereof or of any other right,power or privilege.

Section 10.6. Amendments.No provision of this Agreement may be amended by the parties from and after the date that is one (1) Trading Day immediately precedingthe date on which the Initial Registration Statement is initially filed with the Commission. Subject to the immediately preceding sentence,no provision of this Agreement may be amended other than by a written instrument signed by both parties hereto.

Section 10.7. Headings.The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreementfor any other purpose and shall not be deemed to limit or affect any of the provisions hereof. Unless the context clearly indicates otherwise,each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,”“includes,” “include” and words of like import shall be construed broadly as if followed by the words “withoutlimitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to thisentire Agreement instead of just the provision in which they are found.

Section 10.8. Construction.The parties agree that each of them and their respective counsel has reviewed and had an opportunity to revise the Transaction Documentsand, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shallnot be employed in the interpretation of the Transaction Documents. In addition, each and every reference to share prices and number ofShares in any Transaction Document shall, in all cases, be subject to adjustment for any share subdivisions, share capitalizations, reorganizations,recapitalizations, exchange and other similar transactions that occur on or after the date of this Agreement. Any reference in this Agreementto “Dollars” or “$” shall mean the lawful currency of the United States of America. Any references to “Section”or “Article” in this Agreement shall, unless otherwise expressly stated herein, refer to the applicable Section or Articleof this Agreement.

Section 10.9. BindingEffect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors. Neitherthe Company nor the Investor may assign this Agreement or any of their respective rights or obligations hereunder to any Person.

Section 10.10. No Third-PartyBeneficiaries. Except as expressly provided in Article IX, this Agreement is intended only for the benefit of the parties heretoand their respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

Section 10.11. GoverningLaw. This Agreement shall be governed by and construed in accordance with the internal procedural and substantive laws of theState of New York, without giving effect to any laws or rules of such state that would cause the application of the laws of any otherjurisdiction.

Section 10.12. Survival.The representations, warranties, covenants and agreements of the Company and the Investor contained in this Agreement shall survive theexecution and delivery hereof until the termination of this Agreement; provided, however, that (i) the provisions of ArticleV (Representations, Warranties and Covenants of the Company), Article VIII (Termination), Article IX (Indemnification) and this ArticleX (Miscellaneous) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investorowns any Securities, the covenants and agreements of the Company and the Investor contained in Article VI (Additional Covenants), shallremain in full force and effect notwithstanding such termination for a period of six (6) months following such termination.

Section 10.13. Counterparts.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 facsimilesignature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying withthe U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shallbe binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

Section 10.14. Publicity.The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with theInvestor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or itscounsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor,its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, including any press releasedisclosing the execution of this Agreement and the Registration Rights Agreement by the Company, prior to the issuance, filing or publicdisclosure thereof. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure (i) containedin periodic reports filed with the Commission under the Exchange Act if it shall have previously provided substantially the same disclosureto the Investor or its counsel for review in connection with a previous filing or (ii) any Prospectus Supplement if it contains disclosurethat does not reference the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplatedthereby.

Section 10.15. Severability.The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any oneor more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegalor unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provisionof this Agreement, and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or partof such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extentpossible.

Section 10.16. FurtherAssurances. From and after the Closing Date, upon the request of the Investor or the Company, each of the Company and the Investorshall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carryout and to effectuate fully the intent and purposes of this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be duly executed by their respective authorized officer as of the date first above written.

ANNEX I TO THE

ORDINARYSHARE PURCHASE AGREEMENT

DEFINITIONS

“Accountant”shall have the meaning assigned to such term in Section 5.6(d).

“Affiliate”means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common controlwith a Person, as such terms are used in and construed under Rule 144.

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

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

“Beneficial OwnershipLimitation” shall have the meaning assigned to such term in Section 3.4.

“Bloomberg”means Bloomberg, L.P.

“Bring-Down ComfortLetter” shall have the meaning assigned to such term in Section 6.16.

“Bring-Down NegativeAssurance Letter” shall have the meaning assigned to such term in Section 6.16.

“Broker-Dealer”shall have the meaning assigned to such term in Section 6.13.

“Charter”shall have the meaning assigned to such term in Section 5.3.

“Closing”shall have the meaning assigned to such term in Section 2.2.

“Closing Date”means the date of this Agreement.

“Code”shall have the meaning assigned to such term in Section 5.38.

“Commencement”shall have the meaning assigned to such term in Section 3.1.

“CommencementDate” shall have the meaning assigned to such term in Section 3.1.

“CommencementIrrevocable Transfer Agent Instructions” shall have the meaning assigned to such term in Section 7.2(xiv).

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

“Commission Documents”shall all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and theExchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter periodas the Company was required by law or regulation to file such material).

“Commitment Fee”means two percent (2.0%) of the Total Commitment.

“Commitment Shares”means such number of duly authorized, validly issued, fully paid and non-assessable Ordinary Shares equal to the quotient of (i) the CommitmentFee and (ii) the VWAP of Ordinary Shares on the Trading Day prior to the Closing Date.

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

“Compliance Certificate”shall have the meaning assigned to such term in Section 7.2(ii).

“Contracts”means any legally binding contracts, agreements, subcontracts, leases, and purchase orders.

“Cover Price”shall have the meaning assigned to such term in Section 3.2(d). 

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

“Damages”shall have the meaning assigned to such term in Section 9.1.

“DisqualificationEvent” shall have the meaning assigned to such term in Section 5.45.

“DTC”means The Depository Trust Company, a subsidiary of The Depository Trust & Clearing Corporation, or any successor thereto.

“DWAC”shall have the meaning assigned to such term in Section 5.33.

“DWAC Shares”means Ordinary Shares issued pursuant to this Agreement that are (i) issued in electronic form, (ii) freely tradable and transferableand without restriction on resale and without stop transfer instructions maintained against the transfer thereof and (iii) timely creditedby the Company’s transfer agent to the Investor’s (or its designee’s) specified DWAC account with DTC under its FastAutomated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function.

“EDGAR”means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

“Effective Date”means, with respect to the Initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement (or anypost-effective amendment thereto) or any New Registration Statement filed pursuant to Section 2(c) of the Registration Rights Agreement(or any post-effective amendment thereto), as applicable, the date on which the Initial Registration Statement (or any post-effectiveamendment thereto) or any New Registration Statement (or any post-effective amendment thereto) is declared effective by the Commission.

“EffectivenessDeadline” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Eligible Market”means The Nasdaq Global Select Market, The Nasdaq Capital Market, the New York Stock Exchange or the NYSE American (or any nationallyrecognized successor to any of the foregoing).

“EnvironmentalLaws” shall have the meaning assigned to such term in Section 5.18.

“ERISA”shall have the meaning assigned to such term in Section 5.38.

“Evaluation Date”shall have the meaning assigned to such term in Section 5.6(c).

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

“Exempt Issuance”means the issuance of (a) the Securities; (b) Ordinary Shares, restricted share units or options to employees, officers, directors, consultantsand investor relation agencies of the Company pursuant to the Company’s equity incentive plans or pursuant to compensation agreementsauthorized by the Board of Directors; (c) securities upon the exercise or exchange of or conversion of securities exercisable or exchangeablefor or convertible into Ordinary Shares issued and outstanding on the date hereof, provided that such securities have not been amendedsince the date hereof to increase the number of such securities or to decrease the exercise price, exchange price or conversion priceof such securities (other than in connection with share splits, combinations or pre-existing anti-dilution provisions, and other thanin respect of securities subject to one-time price resets as authorized by the Company’s shareholders and/or Board or Directors)or to extend the term of such securities; (d) securities issued as “restricted securities” (as defined in Rule 144) and carryno registration rights that require or permit the filing of any registration statement in connection therewith; provided that such securitiesdo not contain any provisions permitting to increase the number of such securities or to decrease the exercise price, exchange price orconversion price of such securities or contain any other resets or other adjustment provisions (other than in connection with share splitsor share combinations), (e) the securities issued pursuant to the transactions contemplated by the Purchase Agreement and (f) up to approximately2.8 million Ordinary Shares at an average price of $10.30 per share (payable in cash and/or conversion of outstanding debt) pursuantto subscription agreements entered into on or about the date hereof.

“FCPA”shall have the meaning assigned to such term in Section 5.35.

“Filing Deadline”shall have the meaning assigned to such term in the Registration Rights Agreement.

“FINRA”means the Financial Industry Regulatory Authority, Inc.

“Fundamental Transaction”means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whetheror not the Company is the surviving corporation) another Person, with the result that the holders of the Company’s share capitalimmediately prior to such consolidation or merger together beneficially own less than 50% of the outstanding voting power of the survivingor resulting corporation, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of theproperties or assets of the Company to another Person, or (3) take action to facilitate a purchase, tender or exchange offer by anotherPerson that is accepted by the holders of more than 50% of the outstanding Ordinary Shares (excluding any Ordinary Shares held by thePerson or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchangeoffer), or (4) consummate a share or share purchase agreement or other business combination (including, without limitation, a reorganization,recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstandingOrdinary Shares (not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliatedwith the other Persons making or party to, such share or share purchase agreement or other business combination), or (5) reorganize, recapitalizeor reclassify its Ordinary Shares, or (ii) any “person” or “group” (as these terms are used for purposes of Sections13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the ExchangeAct), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares.

“Future PurchaseSuspension” shall have the meaning assigned to such term in Section 6.16.

“GAAP”shall have the meaning assigned to such term in Section 5.6(b).

“GDPR”shall have the meaning assigned to such term in Section 5.40.

“GovernmentalEntity” means any, whether in the United States or otherwise, (a) multinational, national, federal, state, local, municipalor other government, (b) governmental or quasi-governmental entity of any nature (including any governmental agency, branch, department,legislature or entity and any court or other judicial body or tribunal) or (c) body exercising or entitled to exercise any administrative,executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitral tribunal (publicor private).

“Hazardous Substance”means (a) any material, substance or waste that is listed, defined, or regulated as a “hazardous substance,” “hazardouswaste,” “toxic substance,” “hazardous material,” or word of similar import or regulatory effect under EnvironmentalLaws; and (b) petroleum products or byproducts, including derivatives and fraction thereof, asbestos, lead-based paint, polychlorinatedbiphenyls, per- and polyfluoroalkyl substances, radioactive materials, and toxic mold.

“Indebtedness”means, with respect to any Person as of any time, without duplication, (a) any liabilities for borrowed money or amounts owed (other thantrade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements, indemnities and other contingentobligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet(or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions inthe ordinary course of business; and (c) the present value of any lease payments due under leases required to be capitalized in accordancewith GAAP.

“Initial ComfortLetter” shall have the meaning assigned to such term in Section 7.2(xvii).

“Investor LegalFee Expense Reimbursement” shall have the meaning assigned to such term in Section 10.1(i).

“Initial RegistrationStatement” shall mean the initial Registration Statement filed pursuant to the terms of the Registration Rights Agreement.

“IntellectualProperty Rights” shall have the meaning assigned to such term in Section 5.19.

“Investment Period”means the period commencing on the Commencement Date and expiring on the date this Agreement is subsequently terminated pursuant to ArticleVIII.

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

“Investor Party”shall have the meaning assigned to such term in Section 9.1.

“Issuer CoveredPerson” shall have the meaning assigned to such term in Section 5.45.

“IT Systems andData” shall have the meaning assigned to such term in Section 5.39.

“Knowledge”means the actual knowledge of any of (i) the Company’s Chief Executive Officer, (ii) the Company’s Chief Technical Officerand (iii) the Company’s Chief Financial Officer, in each case after reasonable inquiry of all officers, directors and employeesof the Company under such Person’s direct supervision who would reasonably be expected to have knowledge or information with respectto the matter in question.

“Law”means any federal, state, provincial, local, foreign, national or supranational statute, law (including common law), act, statute, ordinance,treaty, rule, code, regulation or other binding directive issued, promulgated or enforced by a Governmental Entity having jurisdictionover a given matter.

“Material AdverseEffect” means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen wouldlikely have, any effect on the business, operations, properties or financial condition of the Company as set forth in the Commission Documentsthat is material and adverse to the Company, taken as a whole, excluding any facts, circumstances, changes or effects, individually orin the aggregate, exclusively and directly resulting from, relating to or arising out of any of the following: (a) changes in conditionsin the U.S. or global capital, credit or financial markets generally, including changes in the availability of capital or currency exchangerates, provided such changes shall not have affected the Company in a materially disproportionate manner as compared to other similarlysituated companies, (b) changes generally affecting the industries in which the Company operate, provided such changes shall not haveaffected the Company, taken as a whole, in a materially disproportionate manner as compared to other similarly situated companies, (c)any effect of the announcement of, or the consummation of the transactions contemplated by, this Agreement and the Registration RightsAgreement on the Company’s relationships, contractual or otherwise, with customers, suppliers, vendors, bank lenders, strategicventure partners or employees, (d) changes arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism ormilitary actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actionsexisting as of the date hereof, (e) any action taken by the Investor, any of its officers, its sole member or the Investor’s Broker-Dealer,or any of such Person’s successors with respect to the transactions contemplated by this Agreement and the Registration Rights Agreement,and (f) the effect of any changes in applicable laws or accounting rules, provided such changes shall not have affected the Company ina materially disproportionate manner as compared to other similarly situated companies; (ii) any condition, occurrence, state of factsor event having, or insofar as reasonably can be foreseen would likely have, any material adverse effect on the legality, validity orenforceability of any of the Transaction Documents or the transactions contemplated thereby; or (iii) any condition, occurrence, stateof facts or event that would, or insofar as reasonably can be foreseen would likely, prohibit or otherwise materially interfere with ordelay the ability of the Company to perform any of its obligations under any of the Transaction Documents to which it is a party.

“Material Permits”shall have the meaning assigned to such term in Section 5.17.

“Money LaunderingLaws” shall have the meaning assigned to such term in Section 5.37.

“MPA Period”means the period commencing at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Trading Day on which any Affiliateof the Investor shall have published or distributed any research report (as such term is defined in Rule 500 of Regulation AC) concerningthe Company, and ending at 6:00 a.m., New York City time, on the sixth (6^th) Trading Day immediately following the TradingDay on which any Affiliate of the Investor shall have published or distributed any research report (as such term is defined in Rule 500of Regulation AC) concerning the Company.

“New RegistrationStatement” any Registration Statement filed pursuant to the Registration Rights Agreement other than the Initial RegistrationStatement.

“Non-AffiliateShares” shall have the meaning assigned to such term in Section 5.46.

“Notice of Effectiveness”shall have the meaning assigned to such term in Section 7.2(xiv).

“Order”means any outstanding writ, order, judgment, injunction, binding decision or determination, award, ruling, subpoena, verdict or decreeentered, issued or rendered by any Governmental Entity.

“Ordinary Shares”shall have the meaning assigned to such term in the recitals of this Agreement.

“Ordinary ShareEquivalents” means any securities of the Company which entitle the holder thereof to acquire at any time Ordinary Shares,including, without limitation, any debt, preferred share, rights, options, warrants or other instrument that is at any time convertibleinto or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

“PEA Period”means the period commencing at 9:30 a.m., New York City time, on the fifth (5^th) Trading Day immediately prior to the filingof (i) any post-effective amendment to the Initial Registration Statement or any New Registration Statement or (ii) any New RegistrationStatement, as applicable, and ending at 9:30 a.m., New York City time, on the Trading Day immediately following, the Effective Date ofsuch post-effective amendment or New Registration Statement, as applicable.

“Permits”means any approvals, authorizations, clearances, licenses, registrations, permits, certificates, exemptions, or waivers issued by a GovernmentalEntity.

“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 or Governmental Entity.

“Personal Data”shall have the meaning assigned to such term in Section 5.40.

“Policies”shall have the meaning assigned to such term in Section 5.40.

“Privacy Laws”shall have the meaning assigned to such term in Section 5.40.

“Proceeding”means any lawsuit, litigation, action, audit, examination or investigation, claim, complaint, charge, proceeding, suit or arbitration(in each case, whether civil, criminal or administrative and whether public or private) pending in court or arbitration or by, beforeor otherwise involving any Governmental Entity.

“Prospectus”shall mean any prospectus contained within a Registration Statement.

“Prospectus Supplement”means any supplement to a Prospectus complying with Rule 424(b) of the Securities Act, including all information, documents and exhibitsfiled with or incorporated by reference into such prospectus supplement, that is filed with the Commission.

“Purchase Agreement”means that certain Securities Purchase Agreement, by and between the Company and Anson Investments Master Fund LP, a Cayman Islands exemptedlimited partnership at all times acting through its general partner, AIMF GP LLC, a Texas limited liability company registered as a foreigncompany in the Cayman Islands, entered into substantially contemporaneous as of the date of this Agreement.

“Purchase ConditionSatisfaction Time” shall have the meaning assigned to such term in Section 7.3.

“Purchase Date”means, with respect to a VWAP Purchase made pursuant to Section 3.1, the Trading Day on which the Investor timely receives a valid VWAPPurchase Notice for such VWAP Purchase in accordance with this Agreement.

“Registrable Securities”shall have the meaning assigned to such term in the Registration Rights Agreement.

“RegistrationPeriod” shall have the meaning assigned to such term in the Registration Rights Agreement.

“RegistrationRights Agreement” shall have the meaning assigned to such term in the recitals hereof.

“RegistrationStatement” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Regulation D”shall have the meaning assigned to such term in the recitals hereof.

“Release”means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing,depositing, dispersing, or migrating in, into or through the environment, or in, into from or through any building or structure.

“Report”shall have the meaning assigned to such term in Section 2.3.

“RepresentationDate” shall have the meaning assigned to such term in Section 6.16.

“Restricted Period”shall have the meaning assigned to such term in Section 6.9(i).

“Restricted Person”shall have the meaning assigned to such term in Section 6.9(i).

“Restricted Persons”shall have the meaning assigned to such term in Section 6.9(i).

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

“Sale Price”means any trade price for a share of Ordinary Shares on the Trading Market, or if the Ordinary Shares are then traded on an Eligible Market,on such Eligible Market, as reported by Bloomberg.

“Sanctions”shall have the meaning assigned to such term in Section 5.36.

“Sanctioned Person”shall have the meaning assigned to such term in Section 5.36.

“Sarbanes-OxleyAct” shall have the meaning assigned to such term in Section 5.6(d).

“Section 4(a)(2)”shall have the meaning assigned to such term in the recitals of this Agreement.

“Securities”means, collectively, the Shares and the Commitment Shares.

“Securities Act”shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

“Settlement Document”shall have the meaning assigned to such term in Section 3.1.

“Shares”shall mean the Ordinary Shares that may be purchased by the Investor under this Agreement pursuant to one or more VWAP Purchase Notices,but not including the Commitment Shares.

“Subsidiary”shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinaryvoting power for the election of directors or other persons performing similar functions are at the time owned directly or indirectlyby the Company and/or any of its other Subsidiaries.

“Term”shall have the meaning assigned to such term in Section 8.1.

“Total Commitment”shall have the meaning assigned to such term in Section 2.1.

“Trading Day”shall mean any day on which the Trading Market or, if the Ordinary Shares is then listed on an Eligible Market, such Eligible Market isopen for “regular” trading, including any day on which the Trading Market (or such Eligible Market, as applicable) is openfor “regular” trading for a period of time less than the customary “regular” trading period.

“Trading Market”means NYSE American (or any nationally recognized successor thereto).

“Transaction Documents”means, collectively, this Agreement and the exhibits hereto, the Registration Rights Agreement, and the exhibits thereto, and each ofthe other agreements, documents, certificates and instruments entered into or furnished by the parties hereto in connection with the transactionscontemplated hereby and thereby.

“Variable RateTransaction” shall have the meaning assigned to such term in Section 6.6(ii).

“VWAP”means, for the Ordinary Shares between 9:30:01 a.m. New York City time and 4:00 p.m., New York City time on a Trading Day, the dollarvolume-weighted average price for the Ordinary Shares on the Trading Market (or, if the Ordinary Shares are then listed on an EligibleMarket, on such Eligible Market), for such period, as reported by Bloomberg through its “AQR” function. All such determinationsshall be appropriately adjusted for any share dividend, share split, share combination, recapitalization or other similar transactionduring such period.

“VWAP Purchase”shall have the meaning assigned to such term in Section 3.1.

“VWAP PurchaseCommencement Time” means, with respect to a VWAP Purchase made pursuant to Section 3.1, 9:30:01 a.m., New York City time,on the Purchase Date for such VWAP Purchase.

“VWAP PurchaseEnding Time” means, with respect to a VWAP Purchase made pursuant to Section 3.1, 4:00 p.m. New York City time on the third(3^rd) Trading Day following the VWAP Purchase Commencement Time (for the avoidance of doubt, if the VWAP Purchase CommencementTime is 6:00 a.m. New York City time on Monday, the VWAP Purchase Ending Time shall be 4:00 p.m. New York City time on Wednesday).

“VWAP PurchaseMaximum Amount” means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of Shares equal to the lesserof (i) a number of Shares which, when aggregated with all other Shares then beneficially owned by the Investor and its Affiliates (ascalculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownershipby the Investor of more than the Beneficial Ownership Limitation, (ii) a number of Shares equal to the product of (A) 0.5 and (B) theaverage volume of Shares traded on the relevant Trading Market during normal market hours in the prior 5 trading days prior to the PurchaseDate, and (iii) the quotient of (x) $5 million and (y) the VWAP of Ordinary Shares on the Trading Day prior to the Purchase Date.

“VWAP PurchaseNotice” means, with respect to a VWAP Purchase made pursuant to Section 3.1, an irrevocable written notice delivered bythe Company to the Investor on the Purchase Date for such VWAP Purchase, directing the Investor to subscribe for and purchase a specifiedVWAP Purchase Share Amount (such specified VWAP Purchase Share Amount subject to adjustment as set forth in Section 3.1 as necessary togive effect to the applicable VWAP Purchase Maximum Amount for such VWAP Purchase), at the applicable VWAP Purchase Price therefor onsuch Purchase Date for such VWAP Purchase in accordance with this Agreement.

“VWAP PurchasePeriod” means, with respect to a VWAP Purchase made pursuant to Section 3.1, the period on the Purchase Date for such VWAPPurchase, beginning at the applicable VWAP Purchase Commencement Time and ending at the applicable VWAP Purchase Ending Time on such PurchaseDate for such VWAP Purchase.

“VWAP PurchasePrice” means, with respect to a VWAP Purchase made pursuant to Section 3.1, the purchase price per Share to be purchasedby the Investor in such VWAP Purchase, equal to the product of (i) 0.98 by (ii) the lowest VWAP on any Trading Day during the applicableVWAP Purchase Period.

“VWAP PurchasePrice Delivery Date” shall have the meaning assigned to such term in Section 3.2.

“VWAP PurchaseShare Amount” means, with respect to a VWAP Purchase made pursuant to Section 3.1, the total number of Shares to be purchasedby the Investor in such VWAP Purchase as specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase, whichtotal number of Shares shall not exceed the VWAP Purchase Maximum Amount applicable to such VWAP Purchase (and such number of Shares specifiedby the Company in the applicable VWAP Purchase Notice for such VWAP Purchase shall be subject to automatic adjustment in accordance withSection 3.1 hereof as necessary to give effect to the VWAP Purchase Maximum Amount limitation applicable to such VWAP Purchase).

“VWAP PurchaseShare Delivery Date” shall have the meaning assigned to such term in Section 3.2.

EXHIBITA

FORMOF REGISTRATION RIGHTS AGREEMENT

[TO BE FURNISHED SEPARATELY]

EXHIBIT B

CLOSINGCERTIFICATE

The undersigned, the [●] of DDC EnterpriseLimited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”),delivers this certificate in connection with the Ordinary Share Purchase Agreement, dated as of [●], 2025 (the “Agreement”),by and between the Company and Anson Advisors Inc. (the “Investor”), and hereby certifies on the date hereofthat (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):

1. Attached hereto as Exhibit A is a true,complete and correct copy of the Tenth Amended and Restated Memorandum and Articles of Association (the “Memorandum”and the “Articles”). The Memorandum and Articles have not been further amended or restated, and no documentwith respect to any amendment to the Memorandum or Articles have been filed with the Registrar of Companies since the adoption date shownon the face of the Memorandum and the Articles, which are in full force and effect on the date hereof, and no action has been taken bythe Company in contemplation of any such amendment or the dissolution, merger or consolidation of the Company.

2. The Board of Directors of the Company has approvedthe transactions contemplated by the Transaction Documents; said approval has not been amended, rescinded or modified and remains in fullforce and effect as of the date hereof. Attached hereto as Exhibit B are true, correct and complete copies of the resolutions approvingthe Agreement duly adopted by the Board of Directors of the Company on [●], 202[●].

3. Each person who, as an officer of the Company,or as attorney-in-fact of an officer of the Company, signed the Transaction Documents to which the Company is a party, was duly appointedand acting as such officer or attorney-in-fact, and the signature of each such person appearing on any such document is his genuine signature.

IN WITNESS WHEREOF, I have signed my name as of the date firstabove written.

EXHIBIT C

COMPLIANCECERTIFICATE

The undersigned, the [●] of DDC EnterpriseLimited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”),delivers this certificate in connection with the Ordinary Share Purchase Agreement, dated as of [●], 2025 (the “Agreement”),by and between the Company and Anson Advisors Inc. (the “Investor”), and hereby certifies on the date hereofthat, to the best of his or her knowledge after reasonable investigation, on behalf of the Company (capitalized terms used herein withoutdefinition have the meanings assigned to them in the Agreement):

1. The undersigned is the duly appointed [●]of the Company.

2. Except as set forth in the Commission Documents,the representations and warranties of the Company set forth in Article V of the Agreement (i) that are not qualified by “materiality”or “Material Adverse Effect” are true and correct in all material respects as of [the Commencement Date] [the date hereof]with the same force and effect as if made on [the Commencement Date] [the date hereof], except to the extent such representations andwarranties are as of another date, in which case, such representations and warranties are true and correct in all material respects asof such other date and (ii) that are qualified by “materiality” or “Material Adverse Effect” are true and correctas of [the Commencement Date] [the date hereof] with the same force and effect as if made on [the Commencement Date] [the date hereof],except to the extent such representations and warranties are as of another date, in which case, such representations and warranties aretrue and correct as of such other date.

3. The Company has performed, satisfied and compliedin all material respects with all covenants, agreements and conditions required by the Agreement and the Registration Rights Agreementto be performed, satisfied or complied with by the Company [at or prior to Commencement] [on or prior to the date hereof].

4. The Shares issuable in respect of each VWAPPurchase Notice effected pursuant to the Agreement shall be issued to the Investor electronically as DWAC Shares, and shall be freelytradable and transferable and without restriction on resale and without any stop transfer instructions maintained against such Shares.

5. As of [the Commencement Date] [the date hereof],the Company does not possess any material non-public information.

6. As of [the Commencement Date] [the date hereof],the Company has reserved out of its authorized and unissued share capital [●] ordinary shares solely for the purpose of effectingVWAP Purchases under the Agreement.

7. No stop order suspending the effectivenessof the Registration Statement or the use of the Prospectus under the Securities Act has been issued and no proceedings for such purposeor pursuant to Section 8A of the Securities Act are pending before or, to the knowledge of the Company, threatened by the Commission.

The undersigned has executed this Certificatethis [●] day of [●], 202[●].

Exhibit 10.5

REGISTRATION RIGHTS AGREEMENT

This Registration RightsAgreement (this “Agreement”) is made and entered into as of June 16, 2025, between DDC Enterprise Limited, an exemptedcompany with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and each of theseveral purchasers signatory hereto (each such purchaser, a “Buyer” and, collectively, the “Buyers”).

This Agreement is made pursuantto (i) the Securities Purchase Agreement, dated as of June 16, 2025, among the Company and each Buyer (the “Purchase Agreement”),and (ii) the Ordinary Share Purchase Agreement, by and among the Company, and each Buyer, dated as of June 16, 2025 (the “ELOCAgreement”).

The Company and each Buyerhereby agrees as follows:

1. Definitions.

Capitalized terms used hereinand not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, thefollowing terms shall have the following meanings:

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

(b) “Closing Date”shall mean, in the case of (i) the Initial Notes, the Initial Closing Date, (ii) the Additional Notes, if issued, the Additional ClosingDate, and (iii) the ELOC Securities, the Closing Date as defined in the ELOC Agreement.

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

(d) “EffectivenessDeadline” means (i) with respect to an initial Registration Statement required to be filed pursuant to Section 2(a), the earlierof the (A) 45th calendar day after each applicable Closing Date (or, in the event of a “full review” by the SEC, the 60thcalendar day after the Closing Date) and (B) the 2nd Business Day after the date the Company is notified (orally or in writing, whicheveris earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review, and (ii) with respectto any additional Registration Statements which may be required hereunder, the earlier of the (A) 45th calendar day following the dateon which an additional Registration Statement is required to be filed hereunder (or, in the event of a “full review” by theSEC, the 60th calendar day following the date such additional Registration Statement is required to be filed hereunder) and (B) 2nd BusinessDay after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement willnot be reviewed or will not be subject to further review, provided, further, if such Effectiveness Deadline falls on a day that is nota Trading Day, then the Effectiveness Deadline shall be the next succeeding Trading Day.

(e) “ELOC Securities”means, collectively, the Commitment Shares (as defined in the ELOC Agreement) and the ELOC Shares.

(f) “ELOC Shares”means the Shares to be sold pursuant to the ELOC Agreement.

(g) “Filing Deadline”means (i) with respect to an initial Registration Statement required to be filed pursuant to Section 2(a), the 15th calendar day aftereach applicable Closing Date and (ii) with respect to any additional Registration Statements that may be required to be filed by the Companypursuant to this Agreement, the date on which the Company was required to file such additional Registration Statement pursuant to theterms of this Agreement; provided that, if such Filing Deadline falls on a day that is not a Trading Day, then the Filing Deadline shallbe the next succeeding Trading Day.

(h) “Investor”means a Buyer or any transferee or assignee of any Registrable Securities, to whom a Buyer assigns its rights under this Agreement andwho agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof towhom a transferee or assignee of any Registrable Securities, Notes or Warrants, as applicable, assigns its rights under this Agreementand who agrees to become bound by the provisions of this Agreement in accordance with Section 9.

(i) “Person”means an individual, an exempted company, an exempted limited partnership, a limited liability company, a partnership, a joint venture,a corporation, a trust, an unincorporated organization or a government or any department or agency thereof.

(j) “register,”“registered,” and “registration” refer to a registration effected by preparing and filing one ormore Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration of effectiveness of such RegistrationStatement(s) by the SEC.

(k) “RegistrableSecurities” means (i) the Underlying Shares, (ii) the Shares, (iii) the Commitment Shares, (iv) the ELOC Shares, and (iv) anycapital stock of the Company issued or issuable with respect to the Underlying Shares, the Shares, the Commitment Shares, the ELOC Shares,the Notes or the Warrants, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchangeor similar event or otherwise and (2) any capital stock of the Company into which Ordinary Shares are converted or exchanged and capitalstock of a successor of the Company into which the Ordinary Shares are converted or exchanged, in each case, without regard to any limitationson conversion or exercise of the Notes or Warrants, respectively, provided, however, that any such Registrable Securities shall ceaseto be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, RegistrationStatement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securitiesis declared effective by the SEC under the 1933 Act and such Registrable Securities have been disposed of by the Investor in accordancewith such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or(c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuantto Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Company’s transferagent and the affected Investors (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which,or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company).

(l) “RegistrationStatement” means a registration statement or registration statements of the Company filed under the 1933 Act covering RegistrableSecurities.

(m) “Required RegistrationAmount” means, as of any time of determination, the sum of (i) 100% of the maximum number of Conversion Shares issuable uponconversion of the Notes issued and outstanding (assuming for purposes hereof that any such conversion shall not take into account anylimitations on the conversion of the Notes set forth in the Notes), (ii) 100% of the maximum number of Warrant Shares issuable upon conversionof the Warrants issued and outstanding ((x) assuming for purposes hereof that any such exercise shall not take into account any limitationson the exercise of the Warrants set forth in the Warrants), (iii) 100% of the Shares, (iv) 100% of the Commitment Shares, (iv) the maximumnumber of ELOC Shares to be sold pursuant to the ELOC Agreement, all subject to adjustment as provided in Section 2(d) and/or Section2(f).

(n) “Rule 144”means Rule 144 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any other similar or successorrule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration.

(o) “Rule 415”means Rule 415 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any other similar or successorrule or regulation of the SEC providing for offering securities on a continuous or delayed basis.

(p) “SEC”means the United States Securities and Exchange Commission or any successor thereto.

2. Registration.

(a) Mandatory Registration.The Company shall prepare and, as soon as practicable, but in no event later than each applicable Filing Deadline, (i) file with the SECan initial Registration Statement on Form F-3 covering the resale of all of the applicable Registrable Securities, and (ii) in the eventin which Additional Notes and accompanying Additional Warrants are issued, if at all, additional initial Registration Statements coveringthe resale of all of the applicable Registrable Securities not then-registered or otherwise included on an initial Registration Statement,provided that each such initial Registration Statement shall register for resale at least the number of Ordinary Shares equal to the applicableRequired Registration Amount as of the date each such Registration Statement is initially filed with the SEC; provided further that ifForm F-3 is unavailable for such a registration, the Company shall use such other form as is required by Section 2(c). Such initial RegistrationStatement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, shall contain (except ifotherwise directed by the Required Holders) the “Selling Shareholders” and “Plan of Distribution”sections in substantially the form attached hereto as Exhibit A and Exhibit B, respectively. The Company shall use its reasonablebest efforts to have such initial Registration Statement, and each other Registration Statement required to be filed pursuant to the termsof this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadlinefor each such Registration Statement.

(b) Legal Counsel.Subject to Section 5 hereof, Haynes and Boone, LLP, counsel solely to the Buyer (“Legal Counsel”), shall be provideda copy of any registration, solely on behalf of the Buyer, pursuant to this Section 2.

(c) Ineligibility to UseForm F-3. In the event that Form F-3 is not available for the registration of the resale of Registrable Securities hereunder, theCompany shall (i) register the resale of the applicable Registrable Securities on Form F-1 or another appropriate form reasonably acceptableto the Required Holders and (ii) undertake to register the resale of the applicable Registrable Securities on Form F-3 as soon as suchform is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until suchtime as a Registration Statement on Form F-3 covering the resale of all the Registrable Securities has been declared effective by theSEC and the prospectus contained therein is available for use.

(d) Sufficient Number ofShares Registered. In the event the number of shares available under any Registration Statement is insufficient to cover all of theRegistrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the RegistrableSecurities pursuant to Section 2(h), the Company shall amend such Registration Statement (if permissible), or file with the SEC a newRegistration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required RegistrationAmount less any securities that are no longer Registrable Securities as of the Trading Day immediately preceding the date of the filingof such amendment or new Registration Statement, in each case, as soon as practicable. The Company shall use its reasonable best effortsto cause such amendment to such Registration Statement and/or such new Registration Statement (as the case may be) to become effectiveas soon as practicable following the filing thereof with the SEC, but in no event later than the applicable Effectiveness Deadline forsuch Registration Statement. For purposes of the foregoing provision, the number of shares available under a Registration Statement shallbe deemed “insufficient to cover all of the Registrable Securities” if at any time the number of Ordinary Shares availablefor resale under the applicable Registration Statement is less than the Required Registration Amount as of such time. The calculationset forth in the foregoing sentence shall be made without regard to any limitations on conversion, amortization and/or redemption of theNotes or Warrants (and such calculation shall assume that the Notes are then convertible in full into Ordinary Shares at then applicableConversion Price (as defined in the Notes)).

(e) Effect of Failure toFile and Obtain and Maintain Effectiveness of any Registration Statement. If (i) any Registration Statement covering the resale ofall of the applicable Registrable Securities required to be covered thereby (disregarding any reduction pursuant to Section 2(f)) andrequired to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadlinefor such Registration Statement (a “Filing Failure”) (it being understood that if the Company files a RegistrationStatement without affording each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Companyshall be deemed to not have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure) or (B) not declared effectiveby the SEC on or before the applicable Effectiveness Deadline for such Registration Statement (an “Effectiveness Failure”)(it being understood that if on the Business Day immediately following the Effective Date for such Registration Statement the Companyshall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance withSection 3(b) (whether or not such a prospectus is technically required by such rule), the Company shall be deemed to not have satisfiedthis clause (i)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) other than during an Allowable Grace Period (asdefined below), on any day after the Effective Date of a Registration Statement sales of all of the Registrable Securities required tobe included on such Registration Statement (disregarding any reduction pursuant to Section 2(f)) cannot be made pursuant to such RegistrationStatement (including, without limitation, because of a failure to keep such Registration Statement effective, a failure to disclose suchinformation as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure totimely list) the Ordinary Shares on the Principal Market or any other limitations imposed by the Principal Market, or a failure to registera sufficient number of Ordinary Shares or by reason of a stop order) or the prospectus contained therein is not available for use forany reason (a “Maintenance Failure”), or (iii) if a Registration Statement is not effective for any reason or the prospectuscontained therein is not available for use for any reason, and either (x) the Company fails for any reason to satisfy the requirementsof Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c)or (y) the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shallfail to satisfy any condition set forth in Rule 144(i)(2) (a “Current Public Information Failure”) as a result of whichany of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volumerestrictions), then, as partial relief for the damages to any holder by reason of any such delay in, or reduction of, its ability to sellthe underlying Ordinary Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, withoutlimitation, specific performance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statementan amount in cash equal to two percent (2%) of the principal amount of the then issued and outstanding Notes (1) on the date of such FilingFailure, Effectiveness Failure, Maintenance Failure or Current Public Information Failure, as applicable, and (2) on every thirty (30)day anniversary of (I) a Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failureis cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until theearlier of (i) the date such Current Public Information Failure is cured and (ii) such time that such public information is no longerrequired pursuant to Rule 144 (in each case, prorated for periods totaling less than thirty (30) days). The payments to which a holderof Registrable Securities shall be entitled pursuant to this Section 2(e) are referred to herein as “Registration Delay Payments.”Following the initial Registration Delay Payment for any particular event or failure (which shall be paid on the date of such event orfailure, as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments iscured prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third(3rd) Business Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely manner in accordancewith the foregoing, such Registration Delay Payments shall bear interest at the rate of one and one half percent (1.5%) per month (proratedfor partial months) until paid in full. Notwithstanding the foregoing, no Registration Delay Payments shall be owed to an Investor (otherthan with respect to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list) the Ordinary Shareson the Principal Market) with respect to any period during which all of such Investor’s Registrable Securities may be sold by suchInvestor without restriction under Rule 144 (including, without limitation, volume restrictions) and without the need for current publicinformation required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).

(f) Offering. Notwithstandinganything to the contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section2(e), in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a RegistrationStatement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any othermanner, such that the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a mannerthat does not constitute such an offering and that permits the continuous resale at the market by the Investors participating therein(or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shallreduce the number of shares to be included in such Registration Statement by all Investors until such time as the Staff and the SEC shallso permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the numberof shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to beincluded for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting inthe Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investoror set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investorsor on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respectto such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the RegistrableSecurities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities undera Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permitsuch Registration Statement to become effective, and such Investor does not consent to being so named as an underwriter in such RegistrationStatement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf ofsuch Investor, until such time as the Staff or the SEC does not require such identification or until such Investor accepts such identificationand the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issuedpursuant to the Notes and Warrants. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investorshall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registrationstatement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC)for resale by such Investor in a manner acceptable to such Investor, and the Company shall following such request cause to be and keepeffective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder,in each case until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effectiveRegistration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor withoutrestriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respectto “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2),if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable tosuch Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statementunder this Agreement (it being understood that the special demand right under this sentence may be exercised by an Investor multiple timesand with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such Investor as contemplated above).

(g) Piggyback Registrations.Without limiting any obligation of the Company hereunder or under the Notes or Warrants, if there is not an effective Registration Statementcovering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determineto prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account or the accountof others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act)or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or businessor equity securities issuable in connection with the Company’s share option or other employee benefit plans), then the Company shalldeliver to each Investor a written notice of such determination and, if within ten (10) days after the date of the delivery of such notice,any such Investor shall so request in writing, the Company shall include in such registration statement or offering statement all or anypart of such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required to registerany Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including,without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2),if applicable) or that are the subject of a then-effective Registration Statement.

(h) Allocation of RegistrableSecurities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number ofRegistrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securitiesheld by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereofis declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s RegistrableSecurities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remainingnumber of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any OrdinaryShares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities coveredby such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities thenheld by such Investors which are covered by such Registration Statement.

(i) No Inclusion of OtherSecurities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filedin accordance herewith without the prior written consent of the Required Holders. Until the date that is one year from the date hereof,the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permittedunder the Notes or Warrants.

3. Related Obligations.

The Company shall use itsreasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of dispositionthereof, and, pursuant thereto, the Company shall have the following obligations:

(a) The Company shall promptlyprepare and file with the SEC a Registration Statement with respect to all the Registrable Securities (but in no event later than theapplicable Filing Deadline) and use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicableafter such filing (but in no event later than the Effectiveness Deadline). Subject to Allowable Grace Periods, the Company shall keepeach Registration Statement effective (and the prospectus contained therein available for use) pursuant to Rule 415 for resales by theInvestors on a delayed or continuous basis at then-prevailing market prices (and not fixed prices) at all times until the earlier of (i)the date as of which all of the Investors may sell all of the Registrable Securities required to be covered by such Registration Statement(disregarding any reduction pursuant to Section 2(f)) without restriction pursuant to Rule 144 (including, without limitation, volumerestrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable), (ii)the date on which the Investors shall have sold all of the Registrable Securities covered by such Registration Statement or (iii) thefive (5) year anniversary of the applicable Closing Date (the “Registration Period”). Notwithstanding anything to thecontrary contained in this Agreement, 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 amendmentsand supplements thereto) used in connection with such Registration Statement shall not contain any untrue statement of a material factor omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses,in the light of the circumstances in which they were made) not misleading. The Company shall submit to the SEC, within two (2) BusinessDays after the date that the Company learns that no review of a particular Registration Statement will be made by the Staff or that theStaff has no further comments on a particular Registration Statement (as the case may be), a request for acceleration of effectivenessof such Registration Statement to a time and date not later than two (2) Business Days after the submission of such request (but takingaccount of any Staff position with respect to the date on which the Staff will permit such request for acceleration to be filed with theSEC). The Company shall respond in writing to comments made by the SEC in respect of a Registration Statement as soon as practicable thatan amendment is required in order for a Registration Statement to be declared effective.

(b) Subject to Section 3(r)of this Agreement, the Company shall prepare and file with the SEC such amendments (including, without limitation, post-effective amendments)and supplements to each Registration Statement and the prospectus used in connection with each such Registration Statement, which prospectusis to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep each such Registration Statement effectiveat all times during the Registration Period for such Registration Statement, and, during such period, comply with the provisions of the1933 Act with respect to the disposition of all Registrable Securities of the Company required to be covered by such Registration Statementuntil the end of the Registration Period; provided, however, by the second Business Day immediately following each Effective Date, theCompany shall file with the SEC in accordance with Rule 424(b) under the 1933 Act the final prospectus to be used in connection with salespursuant to the applicable Registration Statement (whether or not such a prospectus is technically required by such rule). In the caseof amendments and supplements to any Registration Statement which are required to be filed pursuant to this Agreement (including, withoutlimitation, pursuant to this Section 3(b)) by reason of the Company filing a Current Report on Form 8-K, an Annual Report on Form 10-K,a Quarterly Report on Form 10-Q or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934 Act”),the Company shall, if permitted under the applicable rules and regulations of the SEC, have incorporated such report by reference intosuch Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement.

(c) The Company shall (A)permit each Investor to review and comment upon (i) each Registration Statement at least three (3) days prior to its filing with the SECand (ii) all amendments and supplements to each Registration Statement (including, without limitation, the prospectus contained therein)(except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports)within a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplementthereto in a form to which such Investor reasonably objects; provided, that the Company shall not have any obligation to modifyany information if the Company reasonably 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) any prospectus contained therein to contain an untrue statement of a material fact or to omit to state a material fact necessaryin order to make the statements made, in light of the circumstances under which they were made, not misleading. The Company shall promptlyfurnish to each Investor, without charge, (i) copies of any correspondence from the SEC or the Staff to the Company or its representativesrelating to each Registration Statement, provided that such correspondence shall not contain any material, non-public information regardingthe Company or any of its Subsidiaries, (ii) after the same is prepared and filed with the SEC, one (1) copy of each Registration Statementand any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporatedtherein by reference, if requested by an Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one(1) copy of the prospectus included in such Registration Statement and all amendments and supplements thereto, provided, that any suchitem which is available on the EDGAR system (or successor thereto) need not be furnished. The Company shall reasonably cooperate witheach Investor in performing the Company’s obligations pursuant to this Section 3.

(d) The Company shall promptlyfurnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) after the same isprepared and filed with the SEC, at least one (1) copy of each Registration Statement and any amendment(s) and supplement(s) thereto,including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by anInvestor, all exhibits and each preliminary prospectus, provided, that any such item which is available on the EDGAR system (or successorthereto) need not be furnished.

(e) The Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by Investors of the Registrable Securities covered by a Registration Statement 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 maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise 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 Legal Counsel, legal counsel for each other Investor and each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose. 

(f) The Company shall notifyeach Investor in writing of the happening of any event, as promptly as practicable after becoming aware of such event, as a result ofwhich the prospectus included in a Registration Statement, as then in effect, may include an untrue statement of a material fact or omissionto state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstancesunder which they were made, not misleading (provided that in no event shall such notice contain any material, non-public information regardingthe Company or any of its Subsidiaries), and, subject to Section 3(r), promptly prepare a supplement or amendment to such RegistrationStatement and such prospectus contained therein to correct such untrue statement or omission and deliver one (1) copy of such supplementor amendment to each Investor, provided, that any such item which is available on the EDGAR system (or successor thereto) need not befurnished. The Company shall also promptly notify each Investor in writing (i) when a prospectus or any prospectus supplement or post-effectiveamendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such effectivenessshall be delivered to each Investor by e-mail on the same day of such effectiveness and by overnight mail), and when the Company receiveswritten notice from the SEC that a Registration Statement or any post-effective amendment will be reviewed by the SEC, (ii) of any requestby the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, (iii) of the Company’sreasonable determination that a post-effective amendment to a Registration Statement would be appropriate; and (iv) of the receipt ofany request by the SEC or any other federal or state governmental authority for any additional information relating to the RegistrationStatement or any amendment or supplement thereto or any related prospectus. The Company shall respond as promptly as practicable to anycomments received from the SEC with respect to each Registration Statement or any amendment thereto.

(g) The Company shall (i)use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of each Registration Statementor the use of any prospectus contained therein, or the suspension of the qualification, or the loss of an exemption from qualification,of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawalof such order or suspension at the earliest possible moment and (ii) notify each Investor who holds Registrable Securities of the issuanceof such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(h) [Reserved]

(i) [Reserved]

(j) The Company shall holdin confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure of suchinformation is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoidor correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration Statementpursuant to the 1933 Act, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable orderfrom a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the publicother than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it shall, upon learningthat disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction orthrough other means, give prompt written notice to such Investor and allow such Investor, at such Investor’s expense, to undertakeappropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(k) Without limiting anyobligation of the Company under the Notes or Warrants, the Company shall use its reasonable best efforts either to (i) cause all of theRegistrable Securities covered by each Registration Statement to be listed on each securities exchange on which securities of the sameclass or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under therules of such exchange, or (ii) secure designation and quotation of all of the Registrable Securities covered by each Registration Statementon an Eligible Market. In addition, the Company shall cooperate with each Investor and any broker or dealer through which any such Investorproposes to sell its Registrable Securities in effecting a filing with the Financial Industry Regulatory Authority (“FINRA”)pursuant to FINRA Rule 5110 as requested by such Investor. The Company shall pay all fees and expenses in connection with satisfying itsobligations under this Section 3(k).

(l) The Company shall cooperatewith the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation anddelivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a RegistrationStatement and enable such certificates to be in such denominations or amounts (as the case may be) as the Investors may reasonably requestfrom time to time and registered in such names as the Investors may request.

(m) If requested by an Investor,the Company shall as soon as practicable after receipt of notice from such Investor and subject to Section 3(r) hereof, (i) incorporatein a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relatingto the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of RegistrableSecurities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securitiesto be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notifiedof the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments toany Registration Statement or prospectus contained therein if reasonably requested by an Investor holding any Registrable Securities.

(n) The Company shall useits best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such otherUnited States governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

(o) The Company shall makegenerally available to its security holders as soon as practical, but not later than ninety (90) days after the close of the period coveredthereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the 1933 Act)covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the applicableEffective Date of each Registration Statement.

(p) The Company shall otherwiseuse its best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

(q) Within three (3) BusinessDays after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company shall deliver, andshall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investorswhose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declaredeffective by the SEC in the form acceptable to the Transfer Agent.

(r) Notwithstanding anythingto the contrary herein (but subject to the last sentence of this Section 3(r)), at any time after the Effective Date of a particular RegistrationStatement, the Company may delay the disclosure of material, non-public information concerning the Company or any of its Subsidiariesthe disclosure of which at the time is not, in the good faith opinion of the board of directors of the Company, in the best interest ofthe Company and, in the opinion of counsel to the Company, otherwise required (a “Grace Period”), provided that theCompany shall promptly notify the Investors in writing of the (i) existence of material, non-public information giving rise to a GracePeriod (provided that in each such notice the Company shall not disclose the content of such material, non-public information to any ofthe Investors) and the date on which such Grace Period will begin and (ii) date on which such Grace Period ends, provided further that(I) no Grace Period shall exceed fifteen (15) consecutive days and during any three hundred sixty five (365) day period all such GracePeriods shall not exceed an aggregate of thirty (30) days and (II) the first day of any Grace Period must be at least five (5) TradingDays after the last day of any prior Grace Period and (III) no Grace Period may exist during the sixty (60) Trading Day period immediatelyfollowing the Effective Date of such Registration Statement (provided that such sixty (60) Trading Day period shall be extended by thenumber of Trading Days during such period and any extension thereof contemplated by this proviso during which such Registration Statementis not effective or the prospectus contained therein is not available for use) (each, an “Allowable Grace Period”).For purposes of determining the length of a Grace Period above, such Grace Period shall begin on and include the date the Investors receivethe notice referred to in clause (i) above and shall end on and include the later of the date the Investors receive the notice referredto in clause (ii) above and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable duringthe period of any Allowable Grace Period. Upon expiration of each Grace Period, the Company shall again be bound by the first sentenceof Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable.Notwithstanding anything to the contrary contained in this Section 3(r), the Company shall cause its transfer agent to deliver unlegendedOrdinary Shares to a transferee of an Investor in connection with any sale of Registrable Securities with respect to which such Investorhas entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statementto the extent applicable, prior to such Investor’s receipt of the notice of a Grace Period and for which the Investor has not yetsettled.

(s) The Company shall takeall other reasonable actions necessary to expedite and facilitate disposition by each Investors of its Registrable Securities pursuantto each Registration Statement.

(t) Neither the Company norany Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure or filing with the SEC, thePrincipal Market or any Eligible Market and any Buyer being deemed an underwriter by the SEC shall not relieve the Company of any obligationsit has under this Agreement or any other Transaction Document; provided, however, that the foregoing shall not prohibit the Company fromincluding the disclosure found in the “Plan of Distribution” section attached hereto as Exhibit A in the Registration Statement.

(u) Neither the Company norany of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date ofthis Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted tothe Buyers in this Agreement or otherwise conflicts with the provisions hereof.

4. Obligations of the Investors.

(a) At least three (3) BusinessDays prior to the first anticipated filing date of each Registration Statement, the Company shall notify each Investor in writing of theinformation the Company requires from each such Investor with respect to such Registration Statement. It shall be a condition precedentto the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities ofa particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities heldby it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect and maintainthe effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registrationas the Company may reasonably request within 2 Business Days of such notice.

(b) Each Investor, by suchInvestor’s 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 such Investor has notified the Companyin writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement.

(c) Each Investor agrees that,upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentenceof Section 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s)covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplatedby Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstandinganything to the contrary in this Section 4(c) and subject to applicable law, the Company shall cause its transfer agent to deliver unlegendedOrdinary Shares to a transferee of an Investor in connection with any sale of Registrable Securities with respect to which such Investorhas entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any eventof the kind described in Section 3(g) or the first sentence of Section 3(f) and for which such Investor has not yet settled.

5. Expenses of Registration.

All reasonable expenses, otherthan underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, FINRA filingfees (if any) and fees and disbursements of counsel for the Company shall be paid by the Company. In no event shall the Company be responsiblefor any broker or similar commissions of any Investor or, except to the extent expressly provided for in the Transaction Documents, anylegal fees or other costs of the Investors.

6. Indemnification.

(a) To the fullest extentpermitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor and each of its directors, officers,shareholders, members, partners, employees, agents, advisors, and representatives (each, an “Indemnified Person”),against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including,without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), amounts paid in settlementor expenses, joint or several, (collectively, “Claims”) 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, administrativeor other regulatory agency, body or the SEC, whether pending or threatened, whether or not an Indemnified Person is or may be a partythereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings,whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statementof a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualificationof the 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 stated therein ornecessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact containedin any preliminary prospectus if used prior to the effective date of such Registration Statement and not corrected prior to the effectivedate of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendmentthereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make thestatements made therein, in light of the circumstances under which the statements therein were made, not misleading, (iii) any violationor alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securitieslaw, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statementor (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”);provided, however, that the Company shall not be liable in any such case to the extent that any such claim, loss, damage, liability, orexpense arises out of or is based upon such Indemnified Person’s gross negligence, willful misconduct or fraud or any untrue statementor omission contained in such prospectus or other document based upon written information furnished to the Company by such IndemnifiedPerson expressly for use in connection with such Registration Statement. Subject to Section 6(c), the Company shall reimburse the IndemnifiedPersons, promptly as such expenses are incurred and are due and payable, for reasonable legal fees or other reasonable expenses incurredby them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnificationagreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violationwhich occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person for suchIndemnified Person expressly for use in connection with the preparation of such Registration Statement or any such amendment thereof orsupplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(d); and (ii) shall not apply toamounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consentshall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation madeby or on behalf of the Indemnified Person and shall survive the transfer of any of the Registrable Securities by any of the Investorspursuant to Section 9.

(b) In connection with anyRegistration Statement in which an Investor is participating, such Investor agrees to severally and not jointly indemnify, hold harmlessand defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of itsofficers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the 1933 Act orthe 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may becomesubject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon anyViolation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with writteninformation furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and, subject toSection 6(c) and the below provisos in this Section 6(b), such Investor will reimburse an Indemnified Party any legal or other expensesreasonably incurred by such Indemnified Party in connection with investigating or defending any such Claim; provided, however, the indemnityagreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amountspaid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shallnot be unreasonably withheld or delayed, provided further that such Investor shall be liable under this Section 6(b) for only that amountof a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the applicable sale of RegistrableSecurities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigationmade by or on behalf of such Indemnified Party and shall survive the transfer of any of the Registrable Securities by any of the Investorspursuant to Section 9.

(c) Promptly after receiptby an Indemnified Person or Indemnified Party (as the case may be) under this Section 6 of notice of the commencement of any action orproceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Indemnified Person or IndemnifiedParty (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliverto the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participatein, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume controlof the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party(as the case may be); provided, however, an Indemnified Person or Indemnified Party (as the case may be) shall have the right to retainits own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying party has agreedin writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of such Claim andto employ counsel reasonably satisfactory to such Indemnified Person or Indemnified 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 Indemnified Person or IndemnifiedParty (as the case may be) and the indemnifying party, and such Indemnified Person or such Indemnified Party (as the case may be) shallhave been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Personor such Indemnified Party and the indemnifying party (in which case, if such Indemnified Person or such Indemnified Party (as the casemay be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party,then the indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifyingparty, provided further that in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable feesand expenses of more than one (1) separate legal counsel for such Indemnified Person or Indemnified Party (as the case may be). The IndemnifiedParty or Indemnified Person (as the case may be) shall reasonably cooperate with the indemnifying party in connection with any negotiationor defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonablyavailable to the Indemnified Party or Indemnified Person (as the case may be) which relates to such action or Claim. The indemnifyingparty shall keep the Indemnified Party or Indemnified Person (as the case may be) reasonably apprised at all times as to the status ofthe defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action,claim or proceeding effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably withhold,delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or IndemnifiedPerson (as the case may be), consent to entry of any judgment or enter into any settlement or other compromise which does not includeas an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person (as the casemay be) of a release from all liability in respect to such Claim or litigation, and such settlement shall not include any admission asto fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogatedto all rights of the Indemnified Party or Indemnified Person (as the case may be) with respect to all third parties, firms or corporationsrelating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party withina reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the IndemnifiedPerson or Indemnified Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materiallyand adversely prejudiced in its ability to defend such action.

(d) The indemnification requiredby this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and whenbills are received or Indemnified Damages are incurred.

(e) The indemnity and contributionagreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Personagainst the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

7. Contribution.

To the extent any indemnificationby an indemnifying party is prohibited or limited by law, then the indemnifying party, in lieu of indemnifying such indemnified partyhereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage,or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnifiedparty on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense aswell as any other relevant equitable considerations; provided, however: (i) no contribution shall be made under circumstances where themaker would not have been liable for indemnification under the fault standards set forth in Section 6 of this Agreement, (ii) no Personinvolved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f)of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securitieswho was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited inamount to the amount of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to suchRegistration Statement. Notwithstanding the provisions of this Section 7, no Investor shall be required to contribute, in the aggregate,any amount in excess of the amount by which the net proceeds actually received by such Investor from the applicable sale of the RegistrableSecurities subject to the Claim exceeds the amount of any damages that such Investor has otherwise been required to pay, or would otherwisebe required to pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission.

8. Reports Under the 1934Act.

With a view to making availableto the Investors the benefits of Rule 144, the Company agrees to:

(a) make and keep public informationavailable, as those terms are understood and defined in Rule 144;

(b) file with the SEC in atimely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remainssubject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the Company under theNotes or Warrants) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and

(c) furnish to each Investorso long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that ithas complied with the reporting, submission and posting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the mostrecent annual or quarterly report of the Company and such other reports and documents so filed by the Company with the SEC if such reportsare not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to permit the Investors to sellsuch securities pursuant to Rule 144 without registration.

9. Assignment of Registration Rights.

All or any portion of therights under this Agreement shall be automatically assignable by each Investor to any transferee or assignee (as the case may be) of allor any portion of such Investor’s Registrable Securities, Notes or Warrants if: (i) such Investor agrees in writing with such transfereeor assignee (as the case may be) to assign all or any portion of such rights, and a copy of such agreement is furnished to the Companywithin a reasonable time after such transfer or assignment (as the case may be); (ii) the Company is, within a reasonable time after suchtransfer or assignment (as the case may be), furnished with written notice of (a) the name and address of such transferee or assignee(as the case may be), and (b) the securities with respect to which such registration rights are being transferred or assigned (as thecase may be); (iii) immediately following such transfer or assignment (as the case may be) the further disposition of such securitiesby such transferee or assignee (as the case may be) is restricted under the 1933 Act or applicable state securities laws if so required;(iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence such transferee or assignee(as the case may be) agrees in writing with the Company to be bound by all of the provisions contained herein; (v) such transfer or assignment(as the case may be) shall have been made in accordance with the applicable requirements of the Notes and Warrants (as the case may be);and (vi) such transfer or assignment (as the case may be) shall have been conducted in accordance with all applicable federal and statesecurities laws.

10. Amendment of Registration Rights.

Provisions of this Agreementmay be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively),only with the written consent of the Company and all of the Required Holders; provided that any such amendment or waiver that complieswith the foregoing, but that disproportionately, materially and adversely affects the rights and obligations of any Investor relativeto the comparable rights and obligations of the other Investors shall require the prior written consent of such adversely affected Investor.Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company, provided thatno such amendment shall be effective to the extent that it (1) applies to less than all of the holders of Registrable Securities or (2)imposes any obligation or liability on any Investor without such Investor’s prior written consent (which may be granted or withheldin such Investor’s sole discretion). No waiver shall be effective unless it is in writing and signed by an authorized representativeof the waiving party. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provisionof this Agreement unless the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties tothis Agreement.

11. Miscellaneous.

(a) Solely for purposes ofthis Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns, or is deemed to own, of recordsuch Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respectto the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from such recordowner of such Registrable Securities.

(b) Any notices, consents,waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemedto have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail (provided that suchsent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automaticallygenerated message from the recipient’s email server that such e-mail could not be delivered to such recipient); or (iii) one (1)Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to theparty to receive the same. The mailing addresses and e-mail addresses for such communications shall be:

If to the Company:

DDC Enterprise Limited,

368 9th Ave., Suite 2350 3rd floor

New York, NY 10001 USA

Attention: Norma Ka Yin Chu, CEO

Email: norma@daydaycook.com

With a copy to:

Pearl Cohen Zedek Latzer Baratz LLP

131 Dartmouth St, 3rd Floor

Boston, MA 02116

Attention: Oded Kadosh, Esq.

Email: okadosh@pearlcohen.com

If to Buyers:

Anson Investments Master Fund L.P.

181 Bay Street, Suite 4200 Toronto,Ontario M5J 2T3 Canada

Attention: Amin Nathoo

Email: anathoo@ansonfunds.com

If to Legal Counsel:

Haynes and Boone, LLP

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

Telephone: (212) 659-7300

Attention: Rick Werner

Email: rick.werner@haynesboone.com

with copies to such other mailing address and/oremail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each otherparty five (5) days prior to the effectiveness of such change, provided that Legal Counsel shall only be provided notices sent to theBuyer. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanicallyor electronically generated by the sender’s e-mail containing the time, date and recipient’s e-mail or (C) provided by a courieror overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from a nationally recognizedovernight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

(c) Failure of any party toexercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operateas a waiver thereof. The Company and each Investor acknowledge and agree that irreparable damage would occur in the event that any ofthe provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordinglyagreed that each party hereto shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of thisAgreement by any other party hereto and to enforce specifically the terms and provisions hereof (without the necessity of showing economicloss and without any bond or other security being required), this being in addition to any other remedy to which any party may be entitledby law or equity.

(d) All questions concerningthe construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of NewYork, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submitsto the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudicationof any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocablywaives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction ofany such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceedingis improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, actionor proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that suchservice shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limitin any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, ANDAGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENTOR ANY TRANSACTION CONTEMPLATED HEREBY.

(e) If any provision of thisAgreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provisionthat would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would bevalid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisionsof this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of theparties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question doesnot substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefitsthat would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalidor unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalidor unenforceable provision(s).

(f) This Agreement, the otherTransaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein constitutethe entire agreement among the parties hereto and thereto solely with respect to the subject matter hereof and thereof. There are no restrictions,promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the other TransactionDocuments, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein supersede all prioragreements and understandings among the parties hereto solely with respect to the subject matter hereof and thereof; provided, however,nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreementsany Investor has entered into with the Company or any of its Subsidiaries prior to the date hereof with respect to any prior investmentmade by such Investor in the Company, (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiariesor any rights of or benefits to any Investor or any other Person in any agreement entered into prior to the date hereof between or amongthe Company and/or any of its Subsidiaries and any Investor and all such agreements shall continue in full force and effect or (iii) limitany obligations of the Company under any of the other Transaction Documents.

(g) Subject to compliancewith Section 9 (if applicable), this Agreement shall inure to the benefit of and be binding upon the permitted successors and assignsof each of the parties hereto. This Agreement is not for the benefit of, nor may any provision hereof be enforced by, any Person, otherthan the parties hereto, their respective permitted successors and assigns and the Persons referred to in Sections 6 and 7 hereof.

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

(i) This Agreement may beexecuted in two or more identical counterparts, each of which shall be deemed an original, but all of which shall be considered one andthe same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In theevent that any signature is delivered by facsimile or electronic transmission (including DocuSign and similar) or by an email which containsa portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligationof the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were anoriginal thereof.

(j) Each party shall do andperform, 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 any other party may reasonably request in order to carry out the intent and accomplish thepurposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) The language used in thisAgreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction willbe applied against any party. Notwithstanding anything to the contrary set forth in Section 10, terms used in this Agreement but definedin the other Transaction Documents shall have the meanings ascribed to such terms on the applicable Closing Date in such other TransactionDocuments unless otherwise consented to in writing by each Investor.

(l) All consents and otherdeterminations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified in this Agreement,by the Required Holders, determined as if all of the outstanding Warrants then held by the Investors have been converted for RegistrableSecurities without regard to any limitations on exercise of the Warrants and the outstanding Notes then held by Investors have been convertedfor Registrable Securities without regard to any limitations on redemption, amortization and/or conversion of the Notes.

(m) This Agreement is intendedfor the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may anyprovision hereof be enforced by, any other Person.

(n) The obligations of eachInvestor under this Agreement and the other Transaction Documents are several and not joint with the obligations of any other Investor,and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement or anyother Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuanthereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute,a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are inany way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the TransactionDocuments or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shallnot assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement or any of the other theTransaction Documents. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation,the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investorto be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligationsof the Company contained herein was solely in the control of the Company, not the action or decision of any Investor, and was done solelyfor the convenience of the Company and not because it was required or requested to do so by any Investor. It is expressly understood andagreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and an Investor,solely, and not between the Company and the Investors collectively and not between and among Investors.

[signature page follows]

IN WITNESS WHEREOF,each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as ofthe date first written above.

IN WITNESS WHEREOF,each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as ofthe date first written above.

EXHIBIT A

SELLING SHAREHOLDERS

The ordinary shares beingoffered by the selling shareholders are the Shares, the Commitment Shares the ELOC Shares and those issuable to the selling shareholdersupon conversion of Notes and exercise of the Warrants. For additional information regarding the issuance of the Shares, the CommitmentShares, the ELOC Shares, the Notes and the Warrants, see “Private Placement of Shares, Warrants and Notes” and “ELOCAgreement” above. We are registering the shares of ordinary shares in order to permit the selling shareholders to offer the sharesfor resale from time to time. Except for the ownership of the Shares, Notes and Warrants issued pursuant to the Securities Purchase Agreement,and the Commitment Shares and the ELOC Shares issued and/or sold pursuant to the ELOC Agreement, the selling shareholders have not hadany material relationship with us within the past three years.

The table below lists theselling shareholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities ExchangeAct of 1934, as amended, and the rules and regulations thereunder) of the ordinary shares held by each of the selling shareholders. Thesecond column lists the number of ordinary shares beneficially owned by the selling shareholders, based on their respective ownershipof Shares, Commitment Shares, ELOC Shares, ordinary shares, Warrants and Notes, as of ________, 20__, assuming conversion of the Notesand exercise of the Warrants held by each such selling shareholder on that date but taking account of any limitations on conversion andexercise set forth therein.

The third column lists theordinary shares being offered by this prospectus by the selling shareholders and does not take in account any limitations on (i) conversionof the Notes set forth therein or (ii) exercise of the Warrants set forth therein.

In accordance with the termsof a registration rights agreement with the holders of the Shares, the Commitment Shares, the ELOC Shares, Notes and Warrants, this prospectusgenerally covers the resale of the sum of (i) 100% of the maximum number of ordinary shares issued or issuable pursuant to the Notes,(ii) 100% of the maximum number of ordinary shares issued or issuable upon exercise of the Warrants, in each case, determined as if theoutstanding Notes and Warrants were converted in full (without regard to any limitations on conversion contained therein solely for thepurpose of such calculation) at the conversion price or exercise price (as the case may be) calculated as of the trading day immediatelypreceding the date this registration statement was initially filed with the SEC, (iii) 100% of the Shares, (iv) 100% of the CommitmentShares, (v) the maximum number of ELOC Shares to be sold pursuant to the ELOC Agreement. Because the conversion price of the Notes andthe exercise price of the Warrants may be adjusted, the number of shares that will actually be issued may be more or less than the numberof shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholderspursuant to this prospectus.

Under the terms of the Notesand Warrants, certain of our selling shareholders may not convert the Notes or exercise the Warrants to the extent (but only to the extent)such selling shareholder or any of its affiliates would beneficially own a number of shares of our ordinary shares which would exceed[4.99%/9.99%] of the outstanding shares of the Company. The number of shares in the second column reflects these limitations. The sellingshareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

EXHIBIT B

PLAN OF DISTRIBUTION

We are registering the Shares,the Commitment Shares, the ELOC Shares, and ordinary shares issuable upon conversion of the Notes and upon exercise of the Warrants topermit the resale of these ordinary shares by the holders of the Shares, the Commitment Shares, the ELOC Shares, Notes and Warrants fromtime to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of theordinary shares. We will bear all fees and expenses incident to our obligation to register the ordinary shares.

The selling shareholders may sell all or a portionof the ordinary shares held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealersor agents. If the ordinary shares are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwritingdiscounts or commissions or agent’s commissions. The ordinary shares may be sold in one or more transactions at fixed prices, atprevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These salesmay be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:

The selling shareholders mayalso sell ordinary shares under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather than under thisprospectus. In addition, the selling shareholders may transfer the ordinary shares by other means not described in this prospectus. Ifthe selling shareholders effect such transactions by selling ordinary shares to or through underwriters, broker-dealers or agents, suchunderwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholdersor commissions from purchasers of the ordinary shares for whom they may act as agent or to whom they may sell as principal (which discounts,concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types oftransactions involved). In connection with sales of the ordinary shares or otherwise, the selling shareholders may enter into hedgingtransactions with broker-dealers, which may in turn engage in short sales of the ordinary shares in the course of hedging in positionsthey assume. The selling shareholders may also sell ordinary shares short and deliver ordinary shares covered by this prospectus to closeout short positions and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledgeordinary shares to broker-dealers that in turn may sell such shares.

The selling shareholders maypledge or grant a security interest in some or all of the Shares, the Commitment Shares, the ELOC Shares, the Notes or the Warrants orordinary owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offerand sell the ordinary shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) orother applicable provision of the Securities Act amending, if necessary, the list of selling shareholders to include the pledgee, transfereeor other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate theordinary shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the sellingbeneficial owners for purposes of this prospectus.

To the extent required bythe Securities Act and the rules and regulations thereunder, the selling shareholders and any broker-dealer participating in the distributionof the ordinary shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid,or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under theSecurities Act. At the time a particular offering of the ordinary shares is made, a prospectus supplement, if required, will be distributed,which will set forth the aggregate amount of ordinary shares being offered and the terms of the offering, including the name or namesof any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling shareholders andany discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

Under the securities lawsof some states, the ordinary shares may be sold in such states only through registered or licensed brokers or dealers. In addition, insome states the ordinary shares may not be sold unless such shares have been registered or qualified for sale in such state or an exemptionfrom registration or qualification is available and is complied with.

There can be no assurancethat any selling shareholder will sell any or all of the ordinary shares registered pursuant to the registration statement, of which thisprospectus forms a part.

The selling shareholders andany other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, asamended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the ExchangeAct, which may limit the timing of purchases and sales of any of the ordinary shares by the selling shareholders and any other participatingperson. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the ordinaryshares to engage in market-making activities with respect to the ordinary shares. All of the foregoing may affect the marketability ofthe ordinary shares and the ability of any person or entity to engage in market-making activities with respect to ordinary shares.

We will pay all expenses ofthe registration of the ordinary shares pursuant to the registration rights agreement, estimated to be $[   ] in total, including, withoutlimitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky”laws; provided, however, a selling shareholder will pay all underwriting discounts and selling commissions, if any. We will indemnifythe selling shareholders against liabilities, including some liabilities under the Securities Act in accordance with the registrationrights agreements or the selling shareholders will be entitled to contribution. We may be indemnified by the selling shareholders againstcivil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the sellingshareholder specifically for use in this prospectus, in accordance with the related registration rights agreements or we may be entitledto contribution.

Once sold under the registrationstatement, of which this prospectus forms a part, the ordinary shares will be freely tradable in the hands of persons other than ouraffiliates.

23

Exhibit 10.6

SECURITYAGREEMENT

THIS SECURITY AGREEMENT(as it may be amended, restated or modified from time to time and including the Acknowledgement attached hereto, the “SecurityAgreement”) is entered into as of July 1, 2025 by and among (i) DDCEnterprise Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Company”),(ii) DDC OpenStudio Limited, an exemptedcompany incorporated with limited liability under the laws of the Cayman Islands (“DDC OpenStudio”), (iii) PerfectFoods Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PerfectFoods” and, together with DDC OpenStudio, the “Cayman Subsidiaries” and each, a “CaymanSubsidiary”), (iv) DDC US Inc.,a Delaware corporation (“DDC US”), (v) GrandLeader Technology Limited, a Hong Kong limited company (“Grand Leader”) and, together with DDC OpenStudio,Perfect Foods and DDC US, the “Subsidiary Guarantors” and each, a “Subsidiary Guarantor”)(the Company and the Subsidiary Guarantors collectively, the “Pledgors”) and (vi) AnsonInvestments Master Fund L.P., a Cayman Islands exempted limited partnership at all times acting through its general partner,AIMF GP LLC, a Texas limited liability company registered as a foreign company in the Cayman Islands as collateral agent for thePurchasers from time to time party to the Securities Purchase Agreement (as defined below) (in such capacity, the “SecuredParty”).

RECITALS

WHEREAS, pursuant tothe Securities Purchase Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time,the “Securities Purchase Agreement”), among Company, each Purchaser from time to time party thereto, and SecuredParty, as Agent, the Purchasers have agreed to purchase from Company securities of Company upon the terms and subject to the conditionsset forth therein;

WHEREAS, in connectionwith the Securities Purchase Agreement, each Subsidiary Guarantor is entering into that Subsidiary Guarantee dated the date hereof (asamended, restated, supplemented or otherwise modified from time to time, the “Subsidiary Guarantee”) pursuantto which the Subsidiary Guarantors guarantee the payment and performance of the Company’s obligations under the Securities PurchaseAgreement; and

WHEREAS, under theSecurities Purchase Agreement, it is a condition precedent to the obligation of the Purchasers to purchase the securities of the Companythat each Pledgor grants a security interest in the Collateral (as hereinafter defined) of such Pledgor to the Secured Party for the benefitof the Purchasers.

NOW, THEREFORE, inconsideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, theparties hereby agree as follows:

1. DEFINITIONS.

1.1 Reference to SecurityAgreement. Unless otherwise specified, all references herein to Articles, Sections, Recitals, and Schedules refer to Articles andSections of, and Recitals and Schedules to, this Security Agreement. All Schedules include amendments and supplements thereto from timeto time.

1.2 Principles of Construction.Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number,singular or plural, and any other gender, masculine, feminine or neutral, as the context indicates is appropriate. Whenever the words“include,” “includes” or “including” are used in this Security Agreement, theyshall be deemed to be followed by the words “without limitation”. All references to agreements and other contractualinstruments shall be deemed to include subsequent amendments, permitted assignments and other modifications thereto, but only to theextent such amendments, assignments and other modifications are not prohibited by the terms of any Transaction Document. Furthermore,any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting suchlaw and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified,or supplemented from time to time. References to a Cayman Islands exempted limited partnership taking any action, having any power orauthority or owning, holding or dealing with any asset are to such partnership acting through its general partner (or, as the case maybe, such general partner’s ultimate general partner).

1.3 Definitions. Unlessotherwise defined herein, or the context hereof otherwise requires, each term defined in either the Securities Purchase Agreement orthe UCC (as defined herein) is used in this Security Agreement with the same meaning; provided that if the definition given tosuch term in the Securities Purchase Agreement conflicts with the definition given to such term in the UCC, the Securities Purchase Agreementdefinition shall control to the extent legally allowable. As used herein, the following terms have the meanings indicated:

“Cayman Shares”has the meaning set forth in Section 3.5(e).

“Cayman Subsidiaries”has the meaning set forth in the introductory paragraph, and “Cayman Subsidiary” means any one of the CaymanSubsidiaries.

“Collateral”has the meaning set forth in Section 2.1(a).

“Debtor ReliefLaws” means the United States Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for thebenefit of creditors, moratorium, rearrangement, receivership, insolvency, winding up, reorganization, or similar debtor relief laws ofthe United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Deposit Account”and “Cash Collateral Account” means any “deposit account”, as such term is defined in Section 9.102(a)(29)of the UCC, including those deposit accounts identified on Schedule 2A, and any account which is a replacement or substitutefor any of such accounts, together with all monies, funds, instruments, certificates, checks, drafts, wire transfer receipts, and otherproperty deposited therein and all balances therein, including all deposit accounts listed on Schedule 2A; provided, forpurposes of Section 4.9 of the Securities Purchase Agreement, Cash Collateral Account means the deposit account maintained by the Companyat BitGo Trust Company. Inc., including, the subaccount thereof at Customers Bank.

“Digital AssetAccount” means any digital asset account, and all sub-accounts thereof, including all such accounts listed on Schedule2C.

“Event of Default”has the meaning set forth in the Notes.

“Excluded Collateral”has the meaning set forth in Section 2.1(a).

“Subsidiary Guarantee”has the meaning set forth in the Recitals.

“Pledged Entity”means each of the entities listed as a “Pledged Entity” on Schedule 1 hereto.

“Pledged EquityInterests” means, with respect to each Pledgor, all equity interests in all Pledged Entities, including all economic andnon-economic, and all voting and non-voting interests.

“Pledgors”has the meaning set forth in the introductory paragraph, and “Pledgor” means any one of the Pledgors.

“Proceeds”means any “proceeds,” as such term is defined in Section 9-102(a)(64) of the UCC and, in any event, shallinclude, but not be limited to, (a) any and all proceeds of any insurance, indemnity, warranty, or Subsidiary Guarantee payable toa Pledgor from time to time with respect to any of the Collateral, (b) any and all payments (in any form whatsoever) made or dueand payable to a Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure, or forfeiture of allor any part of the Collateral by any governmental authority (or any Person acting under color of governmental authority), and (c) anyand all other amounts from time to time paid or payable under or in connection with any of the Collateral.

“Secured Obligations”means:

(a) allobligations under any Transaction Document owed to Secured Party and the Purchasers, whether direct or indirect (including those acquiredby assumption), absolute or contingent, due or to become due, now existing or hereafter arising;

(b) all“Guaranteed Obligations” as defined under the Subsidiary Guarantee;

(c) allreasonable and documented out-of-pocket costs and expenses, including all reasonable and documented attorneys’ fees and legal expenses,incurred by Secured Party and Purchasers to preserve and maintain the Collateral, collect the obligations herein described, and enforcethis Security Agreement or any rights under the other Transaction Document;

(d) theobligation to reimburse any amount that Secured Party or a Purchaser (in its sole and absolute discretion) elects to pay or advance pursuantto and in accordance with the terms of the Transaction Documents on behalf of any Pledgor following the occurrence and during the continuationof any Event of Default under the Notes;

(e) allamounts owed under any extension, renewal, or modification of any of the foregoing; and

(f) anyof the foregoing that arises after the filing of a petition by or against any Pledgor under any Debtor Relief Law, even if the obligationsdue do not accrue because of the automatic stay under such Debtor Relief Law or otherwise;

in each case with respectto clauses (a) through (f) above, whether or not (i) such Secured Obligations arise or accrue beforeor after the filing by or against any Pledgor of a petition under any Debtor Relief Law, or any similar filing by or against any Pledgorunder the laws of any jurisdiction, or any bankruptcy, insolvency, receivership, judicial management or other similar proceeding, (ii) suchSecured Obligations are allowable under any Debtor Relief Law or under any other insolvency proceedings, (iii) the right of paymentin respect of such Secured Obligations is reduced to judgment, or (iv) such Secured Obligations are liquidated, unliquidated, similar,dissimilar, related, unrelated, direct, indirect, fixed, contingent, primary, secondary, joint, several, or joint and several, matured,disputed, undisputed, legal, equitable, secured, or unsecured.

“Secured Parties”means each Purchaser, Agent, and their successors and permitted assignees under the Transaction Documents.

“Secured Party”has the meaning specified in the preamble hereto.

“Securities Account”means any “securities account”, as such term is defined in Section 8-501(a) of the UCC, and all sub-accountsthereof, including all securities accounts listed on Schedule 2B.

“Securities PurchaseAgreement” has the meaning set forth in the Recitals.

“Security Period”has the meaning set forth in Section 3.

“UCC”means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, in the event that,by reason of mandatory provisions of law, any or all of the perfection or priority of the Secured Party’s security interest in anyCollateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, then the term “UCC”shall mean the Uniform Commercial Code as in effect in such other jurisdiction or jurisdictions for purposes of the provisions hereofrelating to perfection or priority and for purposes of definitions related to such provisions.

2. GRANT OF SECURITY INTEREST.

2.1 Security Interest.To secure the prompt and complete payment and performance of the Secured Obligations when due, whether at stated maturity, by requiredprepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operationof the automatic stay under any Debtor Relief Law), each Pledgor hereby grants to Secured Party for the benefit of Secured Parties acontinuing security interest in, a Lien upon, and a right of set off against, and hereby pledge and assign to Secured Party for the benefitof Secured Parties, such Pledgor’s rights, title and interest in all of the following assets of such Pledgors, whether now ownedor hereafter acquired (collectively with respect to all Pledgors, the “Collateral” (which for the avoidanceof doubt shall expressly exclude the Excluded Collateral):

(a) Companyhereby grants to Secured Party for the benefit of Secured Parties a Lien on all assets of Company, including, without limitation:

(i) allPledged Equity Interest listed on Schedule 1 attached hereto;

(ii) allDeposit Accounts, all Securities Accounts and all Digital Asset Accounts (including, without limitation, the account(s) listed on Schedule2 attached hereto), and any money, cash, cash equivalents, securities, commodity contracts, general intangibles, investment property,financial assets, digital assets, cryptocurrency, controllable accounts, controllable electronic records, controllable payment intangibles,electronic chattel paper, electronic documents and electronic money, free credit balances and other property which may from time to timebe deposited, credited, held or carried in any such accounts; and

(iii) allaccounts, chattel paper, commercial tort claims, documents, general intangibles (including all distributions from its Subsidiaries), goods,instruments, investment property, financial assets, digital assets, cryptocurrency, controllable accounts, controllable electronic records,controllable payment intangibles, electronic chattel paper, electronic documents and electronic money, and all other personal property,and to the extent not otherwise included above;

(b) DDCOpenStudio hereby grants to Secured Party for the benefit of Secured Parties a Lien on all Pledged Equity Interests owned by DDC OpenStudiolisted on Schedule 1 attached hereto.

(c) PerfectFoods hereby grants to Secured Party for the benefit of Secured Parties a Lien on all Pledged Equity Interests owned by Perfect Foodslisted on Schedule 1 attached hereto;

(d) GrandLeader hereby grants to Secured Party for the benefit of Secured Parties a Lien on all Pledged Equity Interests owned by Grand Leaderlisted on Schedule 1 attached hereto;

(e) DDCUS hereby grants to Secured Party for the benefit of Secured Parties a Lien on (i) all Pledged Equity Interests owned by DDC US listedon Schedule 1 attached hereto, and (ii) the account(s) listed on Schedule 2 attached hereto in the name ofDDC US (including any sub-account and successor account), together with all of DDC US’s right, title, and interest (whether nowexisting or hereinafter created or arising) in and to such account, all sums now or at any time hereafter on deposit therein, creditedthereto, or payable thereon, all proceeds and products thereof, and all instruments, documents, certificates and other writings evidencingsuch account; and

(f) ineach case of the foregoing (a) to (e), all Proceeds of the foregoing.

Notwithstanding the foregoing or anyother provision of this Security Agreement, no Pledgor shall pledge, and the Collateral shall not include, (i) Equipment or other propertyowned by any Pledgor on the date hereof or hereafter acquired that is subject to a Lien securing capitalized leases and purchase moneyindebtedness permitted to be incurred pursuant to the Transaction Documents to the extent and for so long as the documentation providingfor such capitalized leases and purchase money indebtedness prohibits the creation of a Lien on such assets (other than to the extentthat any such term or prohibition would be rendered ineffective after giving effect to Section 9-406, 9-407, 9-408 or 9-409 of theUCC (or any successor provision or provisions) or any other applicable law, (ii) any United States intent-to-use trademark applicationsto the extent that the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademarkapplications under applicable Federal law, and (iii) assets and property to the extent such assets and property are subject to a termor a rule of law, statute or regulation that restricts, prohibits, or requires a consent (that has not been obtained) of a Person (otherthan such Pledgor) to, the creation, attachment or perfection of the security interest granted herein, and any such restriction, prohibitionand/or requirement of consent is effective and enforceable under applicable law and is not rendered ineffective by applicable law (including,without limitation, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC); provided, that with respect to any such limitationdescribed in the foregoing clauses (i) and (iii) (1) upon the request of Secured Party, such Pledgor shall use commerciallyreasonable efforts to obtain any requisite consent for the creation of such Lien in favor of Secured Party on such property, (2) immediatelyupon the ineffectiveness, lapse or termination of any such restriction, the Collateral shall include, and such Pledgor shall be deemedto have granted a Lien on such property under the applicable Transaction Documents as if such restriction had never been in effect; and(3) notwithstanding any such restriction, the Collateral shall, to the extent such restriction does not by its terms apply theretoand such rights and proceeds do not otherwise constitute Excluded Collateral, include all rights incident or appurtenant to any such property,and the right to receive all proceeds derived from, or in connection with the sale, assignment or transfer of, such property (collectively,“Excluded Collateral”). To Company’s knowledge, no Collateral hereunder is subject to any limitation describedin clauses (i) through (iii) above, except as disclosed on Schedule 3.

2.2 Pledgors Remain Liable.Notwithstanding anything to the contrary contained herein, (a) each Pledgor shall remain liable under the documents, contracts andagreements included in the Collateral or by which the Collateral is governed to the extent set forth therein to perform all of its respectiveduties and Secured Obligations thereunder to the same extent as if this Security Agreement had not been executed, (b) the exerciseby Secured Party of any of its rights hereunder shall not release any Pledgor from any of its duties or Secured Obligations under thedocuments, contracts and agreements included in the Collateral or by which the Collateral is governed, and (c) Secured Party shallnot have any obligation or liability under any of the documents, contracts and agreements included in the Collateral or by which theCollateral is governed by reason of this Security Agreement, nor shall Secured Party be obligated to perform any of the Secured Obligationsor duties of any Pledgor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

2.3 Authorization to FileFinancing Statements. Each Pledgor hereby irrevocably authorizes Secured Party at any time and from time to time to file any initialfinancing statements and amendments thereto, in each case to the extent necessary or advisable to perfect the Secured Party’s securityinterest in the Collateral under the UCC. Each Pledgor agrees to furnish to Secured Party promptly upon request any information thatis necessary in order for Secured Party to prepare such financing statements or amendments.

2.4 Deliveryof the Collateral. Each applicable Pledgor hereby agrees that:

(a) suchPledgor shall deliver to Secured Party, promptly upon the receipt thereof by or on behalf of such Pledgor, all other certificates andinstruments constituting Collateral of such Pledgor. Prior to delivery to Secured Party, all such certificates and instruments constitutingCollateral of such Pledgor shall be held in trust by such Pledgor for the benefit of Secured Party pursuant hereto. All such certificatesshall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignmentin blank, in a form acceptable to Secured Party.

(b) ifsuch Pledgor shall receive by virtue of its being or having been the owner of any Collateral, any certificate constituting Collateral,including any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification,merger, consolidation, sale of assets, combination of equity interests, split, spin-off or split-off, promissory notes or other instruments,then such Pledgor shall receive such certificate or instrument in trust for the benefit of Secured Party, shall segregate it from suchPledgor’s other property and shall deliver it forthwith to Secured Party in the exact form received to be held by Secured Partyas Collateral and as further collateral security for the Secured Obligations; and

(c) suchPledgor shall deliver, or cause to be delivered, to Secured Party promptly following (subject to Section 4.2(a)) the issueof any further equity interests of a Pledged Entity that are represented by a certificate, such of the items listed in Section 2.4(a)or Section 2.4(b) as Secured Party may reasonably request in respect of such new equity interests.

3. REPRESENTATIONS AND WARRANTIES. Inaddition to, and not in limitation of the representations and warranties and covenants of each Pledgor in the Securities Purchase Agreement,from and after the date of this Security Agreement and until the termination of this Security Agreement (the “Security Period”),each Pledgor represents and warrants and covenants and agrees with the Secured Party as follows:

3.1 Title; Authorization;Enforceability; Perfection. (a) Each Pledgor is the absolute sole legal and beneficial owner of, and has good and valid rightsin and title to, the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of allLiens except for Permitted Liens, and has full power and authority to grant to Secured Party the security interest in such Collateral;(b) the execution and delivery by each Pledgor of this Security Agreement has been duly authorized, and this Security Agreementconstitutes a legal, valid and binding obligation of such Pledgor and creates a security interest enforceable against such Pledgor inall now owned and hereafter acquired Collateral; (c)(i) upon the filing of all UCC financing statements naming each Pledgor as “debtor”and Secured Party as “secured party” and describing the Collateral in the filing offices set forth opposite such Pledgor’sname on Schedule 1 hereof, and (ii) upon execution of a control agreement establishing Secured Party’sControl with respect to any Deposit Account, Securities Account or Digital Asset Account, the security interests granted by such Pledgorhereunder over the Collateral held by such Pledgor will constitute first priority perfected security interests, subject only to PermittedLiens; (d) each Pledgor has and will at all times have the necessary capacity, power and authority to enter into and perform its obligationsunder this Security Agreement; and (e) each Pledgor has received direct or indirect benefit from the transactions contemplated by theTransaction Documents and that the grant of security interest in the Collateral hereunder was a condition to obligation of the Purchasersto purchase the securities of the Company.

3.2 Pledgor Information.

(a) EachPledgor’s exact legal name, jurisdiction of formation, organization or registration, and type of entity are as set forth on Schedule1, which is true, correct and complete.

(b) EachPledgor is duly incorporated, formed, organized or registered (as applicable) and validly existing under the law of its country of incorporation,formation, organization or registration.

3.3 No Financing Statementsor Control Agreements. Other than the financing statements and control agreements with respect to this Security Agreement, thereare no other financing statements or control agreements covering any Collateral, other than those evidencing Permitted Liens.

3.4 Collateral.

(a) Schedule 1accurately lists all Pledged Equity Interests. Schedule 2 accurately lists all Securities Accounts, all DepositAccounts and all Digital Asset Accounts in which any Pledgor has any right, title, or interest as of the date of this Security Agreement.

(b) Allinformation supplied by any Pledgor to Secured Party with respect to any of the Collateral (in each case taken as a whole with respectto any particular Collateral) is true, correct, and complete in all material respects.

3.5 Pledged Equity Interests.

(a) EachPledgor is the record, legal and beneficial owner of the Pledged Equity Interests owned by it free of all Liens, rights or claims of otherpersons other than Permitted Liens, and there are no outstanding warrants, options, pre-emption rights or other rights to purchase, orshareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or any other agreementthat requires the issuance, transfer or sale to any person of, any Pledged Equity Interests or other equity interests in any Pledged Entity.

(b) Noauthorization, license, approval, consent of, or notice to, any other person (including any director, any general or limited partner,any member of a limited liability company, any shareholder or any trust beneficiary), that has not been obtained, is necessary or desirablein connection with the creation, perfection or first priority status of the security interest of Secured Party in any Pledged Equity Interestsor the exercise by Secured Party of the voting or other rights provided for in this Security Agreement or the exercise of remedies inrespect thereof, other than, with respect to the Pledged Equity Interests, the consent set forth in Section 4.2(c).

(c) Theentry into and performance by the Company of this Security Agreement does not violate in any respect (i) any law or regulation of anygovernmental or official authority or body, or (ii) any agreement, contract or other undertaking to which the Company is a party or whichis binding upon the Company or any of its assets.

(d) Companyhas not taken any action, nor have legal proceedings been started against it, for winding up, dissolution, reorganization, the enforcementof any security interest over its assets, or the appointment of a liquidator, receiver, administrative receiver, administrator, trusteeor similar officer of it or of any or all of its assets.

(e) Allof the issued and outstanding shares in the share capital of each of the Cayman Subsidiaries (the “Cayman Shares”)are freely transferrable on the books of such Cayman Subsidiaries and no consents or approvals are required in order to register a transferof such Cayman Shares except for those consents or approvals that have been obtained.

(f) Company has complied with any and all requests from the Cayman Subsidiaries and their respective corporate services providers which maintaintheir registered offices for particulars of the beneficial ownership of the relevant Pledged Equity Interests, so as to permit the CaymanSubsidiaries to maintain at their respective registered offices an up to date register of beneficial ownership in accordance with theBeneficial Ownership Transparency Act (as revised) of the Cayman Islands and the Beneficial Ownership Transparency Regulations (as revised)of the Cayman Islands.

(g) TheCayman Shares are not issued with any preferred, deferred or other special rights or restrictions whether in regard to dividends, voting,return of any amount paid on account of shares or otherwise which are not expressly set out in the memoranda and articles of associationof the Cayman Subsidiaries.

(h) Companyhas not received from the Cayman Subsidiaries or their respective corporate services providers any restrictions notice relating to theCayman Shares or any of them in respect of any registrable person whose particulars are missing with respect to such interests.

(i) Companyhas not taken any action whereby the rights attaching to the Cayman Shares are altered or diluted save to the extent that such alterationor dilution is expressly permitted under this Security Agreement.

4. COVENANTS. From the date of this SecurityAgreement, and thereafter until this Security Agreement is terminated:

4.1 General.

(a) Schedules.Each Pledgor shall promptly update any Schedules if any information therein shall become inaccurate or incomplete. The failure of propertydescriptions to be accurate or complete on any Schedule shall not impair Secured Party’s security interest in such property.

(b) FinancingStatements and Other Actions; Defense of Title. Each Pledgor will deliver to Secured Party all financing statements and execute anddeliver control agreements and other documents and take such other actions as may from time to time be requested by Secured Party in theexercise of its commercially reasonable discretion in order to maintain a first priority perfected security interest in the Collateral,subject only to Permitted Liens. Each Pledgor will take any and all actions necessary to give effect to the security intended to be createdunder or evidenced by this Security Agreement, to defend title to the Collateral against all persons and to defend the security interestof Secured Party in the Collateral and the priority thereof against any Lien not expressly permitted hereunder.

(c) Changein Location, Jurisdiction of Organization or Name. No Pledgor will change its name, jurisdiction of organization or incorporationor organizational structure or entity type, unless such Pledgor shall have given Secured Party not less than five (5) Business Days’prior written notice thereof and has taken all actions required in order to ensure that Secured Party’s first priority securityinterest, subject only to Permitted Liens, continues in effect.

(d) OtherFinancing Statements. No Pledgor will authorize any other financing statement naming it as debtor covering all or any portion of theCollateral or the Pledged Equity Interests, except with respect to Permitted Liens.

4.2 Pledged Equity Interests.

(a) NoModification of Rights and Obligation. Without the prior written consent of Required Holders, no Pledgor shall vote to enable or takeany other action to (whether in its capacity as a partner, member, general partner, managing member, manager, shareholder, issuer, orotherwise): (i) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation,by-laws, memorandum of association, articles of association or other constitutional or organizational documents in any way that adverselyaffects the validity, perfection or priority of Secured Party’s security interest; (ii) permit any issuer of any Pledged EquityInterest to dispose of all or a material portion of its assets to the extent that such disposition would violate the terms of the SecuritiesPurchase Agreement; or (iii) waive any default under or breach of any terms of any constitutional or organizational document relatingto the issuer of any Pledged Equity Interest. Each Pledgor shall procure that no issuer shall issue any share certificate or replacementshare certificate in respect of any of the Pledged Equity Interests without the prior written consent of Secured Party.

(b) Performanceof Underlying Obligations. Each Pledgor shall comply with all of its obligations under all constitutional or organizational documentsrelating to any Pledged Equity Interests.

(c) Consentof Pledge of Pledged Equity Interests. Each Pledgor, in its capacity as controlling owner of its respective Pledged Entities, herebyirrevocably (i) consents to the grant of the security interests herein by all applicable Pledgors described in this Security Agreement,(ii) consents to the transfer or conveyance of the Pledged Equity Interests pursuant to Secured Party’s exercise of its rightsand remedies under this Security Agreement or any of the other Transaction Document, at law or in equity, and (iii) agrees that allterms and conditions in the organizational documents of the applicable Pledged Entity applicable to the pledge of any Pledged Equity Interest,the enforcement thereof or the transfer of any Pledged Equity Interest have been satisfied or waived.

(d) Votingof Securities. So long as no Event of Default shall have occurred and be continuing, each Pledgor is entitled to exercise all votingrights pertaining to its respective Pledged Equity Interests; provided, however, that no vote shall be cast or consent,waiver, or ratification given or action taken without the prior written consent of Required Holders which would be inconsistent with orviolate any provision of this Security Agreement or any other Transaction Document. Upon the occurrence and during the continuation ofan Event of Default, if Secured Party elects to exercise such right and so notifies the applicable Pledgor, the right to vote any PledgedEquity Interests shall be vested exclusively in Secured Party. To this end, each Pledgor hereby irrevocably constitutes and appoints SecuredParty the proxy and attorney-in-fact of such Pledgor, with full power of substitution, to vote, and to act with respect to, any and allCollateral that is Pledged Equity Interests standing in the name of such Pledgor or with respect to which such Pledgor is entitled tovote and act, subject to the understanding that such proxy may not be exercised unless an Event of Default has occurred and is continuing.The proxy herein granted is coupled with an interest, is irrevocable, is given by way of security to secure the payment and performanceof the Secured Obligations and shall continue until the termination of this Security Agreement. Upon such exercise, each Pledgor shallimmediately terminate all nominations it may have made in respect of any Pledged Equity Interests and, pending such termination, procurethat any person so nominated (i) does not exercise any rights in respect of any Pledged Equity Interests without the prior written approvalof Secured Party and (ii) promptly following its receipt, forwards to Secured Party all communications and other information receivedby it in respect of any Pledged Equity Interests for which it has been so nominated.

(e) Information.Each Pledgor will deliver to Secured Party such information concerning the Pledged Equity Interests and Pledged Entities as SecuredParty shall from time to time reasonably request.

4.3 Deposit Accounts,Securities Accounts and Digital Asset Accounts. With respect to any Deposit Account, Securities Account or Digital Asset Accountthat constitutes Collateral, each Pledgor shall (a) maintain such accounts at the institutions described on Schedule 2,and (b) on or prior to the date hereof, execute and deliver a control agreement in form and substance satisfactory to Secured Partywith respect to each such account. No Pledgor has established or maintains any accounts other than those accounts listed on Schedule2 attached hereto. Without Secured Party’s consent, no Pledgor shall establish or maintain any additional accounts, unlesssuch accounts are Collateral hereunder.

4.4 Further Assurances.At any time and from time to time, upon the request of Secured Party, and at the sole expense of Pledgors, each Pledgor shall promptlyexecute and deliver all such further instruments and documents and take such further actions as Secured Party may reasonably request(a) to assure Secured Party that its security interests hereunder are perfected with a first priority Lien, subject only to PermittedLiens, (b) to carry out the provisions and purposes of this Security Agreement, including (i) the filing of such financingstatements as Secured Party may require, (ii) executing control agreements with respect to the Collateral, in each case naming SecuredParty, as Secured Party, in form and substance reasonably satisfactory to Secured Party, (iii) furnishing to Secured Party fromtime to time statements and schedules further identifying and describing the Collateral and such other reports in connection withthe Collateral as Secured Party may reasonably request, all in reasonable detail and (iv) taking all actions required by law in any relevantUCC, or by other law as applicable in any foreign jurisdiction.

4.5 EachPledgor hereby warrants to Secured Party and covenants and agrees with Secured Party that Secured Party shall not be responsible in anyway for any depreciation in the value of the Collateral nor have any duty or responsibility whatsoever to take any steps to preserve anyrights of any Pledgor in the Collateral.

5. Undertakingswith respect to the Cayman Shares

5.1 Companyhereby agrees, promptly upon execution of this Security Agreement, to deliver, or cause to be delivered, to the Secured Party:

(a) dulyexecuted undated share transfer certificates in respect of the Cayman Shares in favour of the Secured Party or its nominee in the formset out in Schedule 4 to this Security Agreement;

(b) allshare certificates issued in respect of the Cayman Shares (if any);

(c) anundertaking from each Cayman Subsidiary to register transfers of the applicable Cayman Shares to the Secured Party or its nominee in theform set out in Schedule 5 to this Security Agreement or such other form as is acceptable to the Secured Party;

(d) onor prior to the Initial Closing Date, a certified copy of the register of members (Register of Members) of each Cayman Subsidiarywhich has been updated to include a notation acknowledging the security interests of the Secured Party created by this Security Agreement;

(e) executedresolutions in the form as set out in Schedule 6 to this Security Agreement and, on or prior to the Initial Closing Date,a copy stamped by the Cayman Islands Registrar of Companies;

(f) anotice of mortgage in respect of each Cayman Subsidiary addressed to the registered office of such Cayman Subsidiary and signed on behalfof the Company, in the form as set out in Schedule 7 to this Security Agreement; and

(g) aletter of undertaking signed on behalf of the registered office of each Cayman Subsidiary, in the form as set out in Schedule 8to this Security Agreement.

5.2 Companywill procure that there shall be no transfer of any Cayman Shares, increase or reduction in the authorized or issued share capital ofany Cayman Subsidiary and no appointment of any further directors or officers of any Cayman Subsidiary, in each case, without the priorwritten consent of the Secured Party and that any further, additional or other shares in such Cayman Subsidiary issued to or held or acquiredby the Company whether by way of capitalization of profits, new issue or otherwise shall automatically become part of and shall be includedin the definition of Pledged Equity Interests for all purposes hereunder.

5.3 Companywill deliver, or cause to be delivered, to the Secured Party immediately upon (subject to Section 5.2) the issue of anyfurther shares by any Cayman Subsidiary, the items listed in Sections 5.1(a) through 5.1(c), 5.1(d)and 5.1(f), in respect of all such shares.

5.4 Companywill deliver, or cause to be delivered, to the Secured Party immediately upon (subject to Section 5.2) the appointment ofany further director, alternate director or officer of any Cayman Subsidiary an undated, signed letter of resignation from such furtherdirector, alternate director or officer in a form acceptable to the Secured Party.

5.5 Companyhereby covenants that during the Security Period it will remain the legal and the beneficial owner of the Cayman Shares (subject onlyto the security interests hereby created) and that it will not:

(a) createor suffer the creation of any security interests (other than those created by this Security Agreement) on or in respect of the whole ofany part of the Cayman Shares or any of its interest therein; or

(b) sell,assign, lend, dispose of, transfer or otherwise deal with any of its interest in the Cayman Shares (other than pursuant to this SecurityAgreement) and in any such case, without the prior written consent of the Secured Party;

(c) do,or permit to be done, any act or thing that would or might depreciate, jeopardize or otherwise prejudice the security held by the SecuredParty, or diminish the value of any of the Cayman Shares or the effectiveness of the security created by this Security Agreement; or

(d) proposeor vote in favor of any amendment, modification or change to the memorandum and articles of association of any Cayman Subsidiary.

5.6 TheCompany shall procure that no Cayman Subsidiary shall during the Security Period without the prior written consent of the Secured Party:

(a) issueany share certificate or replacement share certificate in respect of any of the Cayman Shares without the prior written consent of theSecured Party;

(b) atany time during the Security Period, create or permit to subsist any security interest upon the whole or any part of its assets, exceptas expressly permitted by the Transaction Documents;

(c) registerany transfer of the Cayman Shares to any person (except in accordance with the provisions of Section 5.2 of this SecurityAgreement);

(d) continueits existence under the laws of any jurisdiction other than the Cayman Islands;

(e) doanything which might prejudice its status as an exempted company;

(f) issue,allot or grant warrants or options with respect to any additional shares;

(g) exerciseany rights of forfeiture over any of the Cayman Shares; or

(h) purchase,redeem, otherwise acquire, cancel, sub-divide, amalgamate, reclassify or otherwise restructure any of the Cayman Shares.

5.7 Companyshall immediately terminate all nominations it may have made in respect of any Cayman Shares and, pending such termination, procure thatany person so nominated:

(a) doesnot exercise any rights in respect of any Cayman Shares without the prior written approval of the Secured Party; and

(b) immediatelyupon receipt by it, forwards to the Secured Party all communications and other information received by it in respect of any Cayman Sharesfor which it has been so nominated.

5.8 Companywill deliver to the Secured Party immediately upon receipt by the Company copies of all notices of general meetings, proposed unanimousshareholder resolutions of each Cayman Subsidiary (prior to such resolutions being signed by the Company), financial statements and allother materials distributed to, or requiring action by, shareholders of such Cayman Subsidiary from time to time, together with copiesof all minutes of meetings of the Directors (or committees of the Directors) of such Cayman Subsidiary, unanimous written resolutionsof the Directors (or committees thereof) and all other materials and information distributed by such Cayman Subsidiary to, or requiringaction by, such Directors and such other information concerning such Cayman Subsidiary as the Secured Party shall from time to time request.

5.9 Companyshall remain liable to perform all the obligations assumed by it in relation to the Cayman Shares and the Secured Party shall be underno obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Companyto perform its obligations in respect thereof.

5.10 Companyshall not take, or allow the taking of, any action on its behalf which may result in the rights attaching to, or conferred by, all orany of the Cayman Shares being altered.

6. REMEDIESUPON EVENT OF DEFAULT

6.1 Remedies. Uponthe occurrence and during the continuation of any Event of Default, Secured Party may exercise any or all of the following rights andremedies:

(a) ContractualRemedies. Those rights and remedies provided in this Security Agreement, the Securities Purchase Agreement, or any other TransactionDocument, provided that this Section 6.1(a) shall not limit any rights or remedies available to Secured Partyprior to the occurrence of an Event of Default.

(b) LegalRemedies. Those rights and remedies available to a Secured Party under the UCC (and to the extent permitted by applicable law, whetheror not the UCC applies to the affected Collateral) or under any other applicable law (including any law governing the exercise of a bank’sright of setoff or bankers’ lien) when a debtor is in default under a security agreement.

(c) ExclusiveControl of Accounts. Notwithstanding anything to the contrary, each applicable Pledgor hereby irrevocably authorizes Secured Partyto, upon the occurrence and during the continuance of any Event of Default, deliver a notice of exclusive control (or other similar notices)under the applicable Control Agreement and exercise sole control of any Deposit Account, Securities Account or Digital Asset Account pledgedhereunder.

(d) Dispositionof Collateral. Without notice except as specifically provided in Section 6.2(c) and without breach of the peace,take possession of, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereofin one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as Secured Partymay deem commercially reasonable. Neither Secured Party’s compliance with any applicable state or federal law in the conduct ofsuch sale, nor its disclaimer of any warranties relating to the Collateral, shall be considered to affect the commercial reasonablenessof such sale. Each Pledgor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal whichit now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

(e) Distributions.Upon the occurrence and during the continuance of an Event of Default, all payments, returns of capital and distributions made to anyPledgor upon or with respect to the Collateral shall be paid or delivered to Secured Party, and each Pledgor agrees to take all such actionas Secured Party may deem necessary or appropriate to cause all such payments, returns of capital and distributions to be made to SecuredParty and until paid over to Secured Party shall be held in trust by Pledgor for Secured Party. Further, Secured Party shall have theright, at any time upon the occurrence and during the continuance of any Event of Default, to notify and direct any issuer to thereaftermake all payments, dividends, returns of capital and any other distributions payable in respect to the Collateral directly to SecuredParty. Such issuer shall be fully protected in relying on the written statement of Secured Party that it then holds a security interestwhich entitles it to receive such payments and distributions. Any and all money and other property paid over to or received by SecuredParty hereunder shall be retained by Secured Party as additional collateral hereunder and may be applied in accordance with Section 6.5hereof.

(f) Transferof Cayman Shares. Upon the occurrence and during the continuance of an Event of Default, the Secured Party may, in its absolute discretionand without further notice to the Company, complete any undated share transfer forms of all or any part of the Cayman Shares by datingthe same and/or inserting its name or the name of its nominee as transferee.

(g) OtherRemedies. So long as such rights are exercised by Secured Party in a commercially reasonable manner and in accordance with applicablelaw, Secured Party may do anything else it may think fit for the realization of the Collateral or incidental to the exercise of any ofthe rights conferred on Secured Party under or by virtue of any document to which Secured Party is party.

6.2 Pledgors’ ObligationsUpon Event of Default. Upon the request of Secured Party on and after the occurrence and during the continuation of an Event of Default:

(a) Assemblyof Collateral. Each Pledgor will assemble and make available to Secured Party the Collateral and all records relating thereto at anyplace or places specified by Secured Party.

(b) SecuredParty Access. Each Pledgor will permit Secured Party, by Secured Party’s representatives and agents, to enter any premises whereall or any part of the Collateral, or the books and records relating thereto, or both, are located, without breach of the peace, to takepossession of all or any part of the Collateral and to remove all or any part of the Collateral.

(c) Noticeof Disposition of Collateral. To the extent such notice may be waived under applicable law, the parties acknowledging that Article9 of the UCC does not permit such waivers, each Pledgor hereby waives notice of the time and place of any public sale or the time afterwhich any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waivedunder applicable law, any notice made shall be deemed reasonable if sent to any Pledgor, addressed as set forth in Section 7.8,at least ten (10) days prior to (i) the date of any such public sale or (ii) the time after which any such private saleor other disposition may be made. Secured Party shall not be obligated to make any sale or other disposition of the Collateral regardlessof notice having been given. Subject to the provisions of applicable law, Secured Party may postpone or cause the postponement of thesale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, with further noticeas required by Article 9 of the UCC, to the extent permitted by law, be made at the time and place to which the sale was postponed, orSecured Party may further postpone such sale by announcement made at such time and place.

(d) Consentto Transfer of Cayman Shares. The Company shall procure that the Cayman Subsidiaries shall irrevocably consent to any transfer oftheir respective Cayman Shares to the Secured Party or its nominee or any other person pursuant to the exercise of the Secured Party’srights under this Security Agreement.

6.3 Condition of Collateral;Warranties. Secured Party may sell the Collateral without giving any warranties as to the Collateral. Secured Party may specificallydisclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonablenessof any sale of the Collateral.

6.4 Pledged Equity Interests.Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws,Secured Party may be compelled, with respect to any sale of all or any part of the Pledged Equity Interests conducted without prior registrationor qualification of such Pledged Equity Interests under the Securities Act and/or such state securities laws, to limit purchasers tothose who will agree, among other things, to acquire the Pledged Equity Interests for their own account, for investment and not witha view to the distribution or resale thereof. Each such Pledgor acknowledges that any such private sale may be at prices and on termsless favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to aregistration statement under the Securities Act) and, notwithstanding such circumstances, each such Pledgor agrees that any such privatesale shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to engagein public sales and no obligation to delay the sale of any Pledged Equity Interests for the period of time necessary to permit the issuerthereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securitieslaws, even if such issuer would, or should, agree to so register it. If Secured Party determines to exercise its right to sell any orall of the Pledged Equity Interests, upon written request, each such Pledgor shall, and shall cause each issuer of any Pledged EquityInterests to be sold hereunder, from time to time to furnish to Secured Party all such information as Secured Party may reasonably requestin order to determine the number and nature of interest, shares or other instruments included in the Pledged Equity Interests which maybe sold by Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Commission thereunder.In case of any sale of all or any part of the Pledged Equity Interests on credit or for future delivery, such Collateral so sold maybe retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liabilityin case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateralmay again be sold upon like notice. Secured Party, instead of exercising the power of sale herein conferred upon them, may proceed bya suit or suits at law or in equity to foreclose security interests created hereunder and sell such Pledged Equity Interests, or anyportion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

6.5 Application of Proceeds.Upon the occurrence and during the continuation of any Event of Default, the proceeds of the Collateral at any time received by the SecuredParty and any funds or payments received by the Secured Party, when received by the Secured Party in cash or its equivalent, shall beapplied by the Secured Party to the payment and satisfaction of the Secured Obligations as follows:

FIRST, to the SecuredParty in an amount equal to any reasonable and documented out-of-pocket costs, expenses, indemnities, reimbursements or other amounts(including any interest on any of the foregoing) payable by each Pledgor to the Secured Party in its capacity as such under this SecurityAgreement, until all such Secured Obligations have been paid in full;

SECOND, to the SecuredParties, pro rata based on the respective amounts then due and owing under the Transaction Documents, until all such Secured Obligationshave been paid in full; and

THIRD, after paymentin full of all Secured Obligations, to each Pledgor or each Pledgor’s successors or assigns, as their interests may appear, or asa court of competent jurisdiction may direct.

If the proceeds of the Collateraland any other funds or payments received by Secured Party are not sufficient to pay off all the Secured Obligations, Pledgors shall remainliable to Secured Party and the other Secured Parties for any deficiency.

6.6 Power of Attorney.Each Pledgor hereby appoints Secured Party and Secured Party’s designee as its attorney, with power: (a) to endorse such Pledgor’sname on any checks, notes, acceptances, money orders, or other forms of payment or security, in each case constituting Collateral, thatcome into Secured Party’s possession; (b) to sign such Pledgor’s name on any invoice, bill of lading, warehouse receipt,or other negotiable or non-negotiable document constituting Collateral, on drafts against customers, on assignments of accounts, on noticesof assignment, financing statements, and other public records, and to file any such financing statements by electronic means with orwithout a signature as authorized or required by applicable law or filing procedure; (c) to notify the post office authorities tochange the address for delivery of any Pledgor’s mail to an address designated by Secured Party and to receive, open, and processall mail addressed to any Pledgor; provided that Secured Party shall promptly return to the applicable Pledgor all mail unrelated tothe Collateral; (d) to send requests for verification of Accounts constituting Collateral of the Company to customers or accountdebtors; (e) to complete in any Pledgor’s name or Secured Party’s name, any order, sale, or transaction, obtain thenecessary documents in connection therewith, and collect the Proceeds thereof; (f) to clear inventory constituting Collateral ofthe Company through customs in any Pledgor’s name, Secured Party’s name, or the name of Secured Party’s designee, andto sign and deliver to customs officials powers of attorney in any Pledgor’s name for such purpose; (g) to the extent thatany Pledgor’s authorization given in Section 2.3 of this Security Agreement is not sufficient, to file suchfinancing statements with respect to this Security Agreement, with or without such Pledgor’s signature, or to file a photocopyof this Security Agreement in substitution for a financing statement, as Secured Party may deem appropriate and to execute in such Pledgor’sname such financing statements and amendments thereto and continuation statements which may require such Pledgor’s signature; and(h) subject to the terms and conditions of this Security Agreement and, if applicable, after Secured Party has determined that anyPledgor has failed to take any action required under the Securities Purchase Agreement, this Security Agreement or any other TransactionDocument, to do all things reasonably necessary to carry out the terms and conditions of the Securities Purchase Agreement, this SecurityAgreement and any other Transaction Document, as applicable. Each Pledgor ratifies and approves all acts of such attorney. None of SecuredParty or its attorneys will be liable for any acts or omissions or for any error of judgment or mistake of fact or law except for theirwillful misconduct, gross negligence, or violation of law as determined by a court of competent jurisdiction in final and non-appealablejudgment. This power, being coupled with an interest, is irrevocable, and given by way of security to secure the payment and performanceof the Secured Obligations until this Security Agreement is terminated in accordance with Section 7.13. Notwithstandinganything contained in this Section 6.6 or any other provision of this Security Agreement to the contrary, the Secured Partyagrees that it will not take any of the foregoing actions pursuant to such power of attorney, as the Pledgors’ agent and attorney-in-fact,except when an Event of Default has occurred and is continuing.

7. GENERAL PROVISIONS.

7.1 Joint and SeveralObligations of Pledgors.

(a) EachPledgor is accepting joint and several liability hereunder with other persons that have executed or will execute a Security Agreementin consideration of the financial accommodation to be provided by the holders of the Secured Obligations, for the mutual benefit, directlyand indirectly, of each Pledgor and in consideration of the undertakings of each Pledgor to accept joint and several liability for theSecured Obligations of each of them.

(b) EachPledgor jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint andseveral liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations, it being theintention of the parties hereto that all the Secured Obligations shall be the joint and several Secured Obligations of each Pledgor withoutpreferences or distinction among them.

7.2 NO RELEASE OF PLEDGORS.THE OBLIGATIONS OF PLEDGORS UNDER THIS SECURITY AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS SHALL NOT BE REDUCED, LIMITED OR TERMINATED,NOR SHALL ANY PLEDGOR BE DISCHARGED FROM ANY OBLIGATION HEREUNDER OR THEREUNDER, FOR ANY REASON WHATSOEVER, INCLUDING ANY OF THE FOLLOWING:

(a) (i) anyincrease in the principal amount of, or interest rate applicable to, (ii) any extension of the time of payment, observance or performanceof, (iii) any other amendment or modification of any of the other terms and provisions of, (iv) any release, composition orsettlement (whether by way of acceptance of a plan of reorganization or otherwise) of, (v) any subordination (whether present orfuture or contractual or otherwise) of, or (vi) any discharge, disallowance, invalidity, illegality, voidness or other unenforceabilityof, the Secured Obligations;

(b) (i) anyfailure to obtain, (ii) any release, composition or settlement of, (iii) any amendment or modification of any of the terms andprovisions of, (iv) any subordination of, or (v) any discharge, disallowance, invalidity, illegality, voidness or other unenforceabilityof, any Transaction Document;

(c) (i) anyfailure to obtain or any release of, any failure to protect or preserve, (ii) any release, compromise, settlement or extension ofthe time of payment of any Secured Obligations constituting, (iii) any failure to perfect or maintain the perfection or priorityof any Lien upon, (iv) any subordination of any Lien upon, or (v) any discharge, disallowance, invalidity, illegality, voidnessor other unenforceability of any Lien or intended Lien upon, any collateral now or hereafter securing, the Secured Obligations or anyother guaranties thereof;

(d) anytermination of or change in any relationship between Pledgors and Secured Party or the addition or release of any Pledgor, except withrespect to any Pledgor expressly released by Secured Party pursuant to the Transaction Documents or the termination of this Security Agreement;

(e) anyexercise of, or any failure or election not to exercise, delay in the exercise of, waiver of, or forbearance of or other indulgence withrespect to, any right, remedy or power available to Secured Party, including (i) any election not to or failure to exercise any rightof setoff, recoupment or counterclaim, (ii) any election of remedies effected by Secured Party, including the foreclosure upon anyreal estate constituting collateral, whether or not such election affects the right to obtain a deficiency judgment, and (iii) anyelection by Secured Party in any proceeding under any Debtor Relief Law; and

(f) ANYOTHER ACT OR FAILURE TO ACT OR ANY OTHER EVENT OR CIRCUMSTANCE THAT (i) VARIES THE RISK OF EQUITY UNDER THIS SECURITY AGREEMENT OR(ii) BUT FOR THE PROVISIONS HEREOF, WOULD, AS A MATTER OF STATUTE OR RULE OF LAW OR EQUITY, OPERATE TO REDUCE, LIMIT OR TERMINATETHE OBLIGATIONS OF PLEDGORS HEREUNDER OR DISCHARGE PLEDGORS FROM ANY OBLIGATION HEREUNDER.

7.3 Subordination of CertainClaims. Any and all rights and claims of Pledgors (other than Company) against Company or its property, arising by reason of anypayment by any Pledgor to Secured Party pursuant to the provisions, or in respect, of this Security Agreement shall be subordinate, juniorand subject in right of payment to the prior and indefeasible payment in full of all Secured Obligations to Secured Party, and untilsuch time, such Pledgors defer all rights of subrogation, contribution or any similar right and until such time agree not to enforceany such right or remedy Secured Party may now or hereafter have against Company, any endorser or any other Pledgor of all or any partof the Secured Obligations and any right to participate in, or benefit from, any security given to Secured Party to secure any of theSecured Obligations. All Liens and security interests of Pledgors (other than Company), whether now or hereafter arising and howsoeverexisting, in assets of Company or any assets securing the Secured Obligations shall be and hereby are subordinated to the rights andinterests of Secured Party and in those assets until the prior and indefeasible final payment in full of all Secured Obligations to SecuredParty. If any amount shall be paid to Pledgors contrary to the provisions of this Section 7.3 at any time when anyof the Secured Obligations shall not have been indefeasibly paid in full, such amount shall be held in trust for the benefit of SecuredParty and shall forthwith be turned over in kind in the form received to Secured Party (duly endorsed if necessary) to be credited andapplied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Transaction Documents.

7.4 Waivers; Amendments.

(a) Nofailure on the part of the Secured Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate asa waiver thereof, nor shall any single or partial exercise by the Secured Party of any right, remedy or power hereunder preclude any otheror future exercise of any other right, remedy or power. Each and every right, remedy and power hereby granted to the Secured Party orallowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Secured Party fromtime to time. No notice to or demand on any Pledgor in any case shall entitle it to any notice or demand in similar or other circumstances.No waiver or approval by the Secured Party under this Security Agreement shall, except as may be otherwise stated in such waiver or approval,be applicable to subsequent transactions. No waiver or approval shall require any similar or dissimilar waiver or approval thereafterto be granted hereunder.

(b) Neitherthis Security Agreement nor any provision hereof may be waived, amended or modified except in accordance with Section 5.5 of theSecurities Purchase Agreement; provided, however, that no such amendment or modification shall amend, modify or otherwise affectthe rights or duties of the Secured Party hereunder without the prior written consent of the Secured Party.

7.5 Secured Party Performanceof Pledgors’ Obligations. Without having any obligation to do so, Secured Party may following the occurrence and during thecontinuance of an Event of Default perform or pay any Secured Obligation which any Pledgor has agreed to perform or pay in this SecurityAgreement and each Pledgor shall, jointly and severally, reimburse Secured Party for any amounts paid by Secured Party pursuant to thisSection 7.5. Each Pledgor’s obligation to reimburse Secured Party pursuant to the preceding sentence shall bea Secured Obligation payable on demand.

7.6 Waiver by Pledgors.Except to the extent expressly otherwise provided herein or in other Transaction Documents and to the fullest extent permitted by applicablelaw, each Pledgor waives (a) any right to require Secured Party to proceed against any other Person, to exhaust its rights in Collateral,or to pursue any other right which Secured Party may have; (b) with respect to the Secured Obligations, presentment and demand forpayment, protest, notice of protest and nonpayment, notice of intent to accelerate, and notice of acceleration; and (c) all rightsof marshaling in respect of any and all of the Collateral.

7.7 Survival. Allrepresentations and warranties of each Pledgor contained in this Security Agreement shall survive the execution and delivery of thisSecurity Agreement.

7.8 Notices. All noticesand other communications hereunder shall be in writing and shall be delivered, and deemed delivered, in accordance with Section 5.4of the Securities Purchase Agreement.

7.9 Counterparts.This Security Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shallconstitute an original, but all of which when taken together shall constitute a single contract.

7.10 Successors and Assigns.This Security Agreement and all the rights of the Pledgors hereunder shall not be assigned by any Pledgor. This Security Agreement maybe assigned by the Secured Party to a successor Secured Party appointed in accordance with Section 5.24(b) of the Securities PurchaseAgreement, and shall, together with the rights and remedies of the Secured Party hereunder, inure to the benefit of the Secured Party(including any successor Secured Party so appointed) for the benefit of the Secured Parties, and their respective permitted successorsand assigns. No sales of participations, other sales, assignments, transfers or other dispositions of any agreement governing or instrumentevidencing the Secured Obligations or any portion thereof or interest therein shall in any manner affect the security interest grantedto the Secured Party hereunder.

7.11 GoverningLaw; Waiver of Jury Trial, etc. Section 5.9 and Section 5.23 of the Securities Purchase Agreement are incorporated herein byreference as if set forth in full herein mutatis mutandis.

7.12 Headings. Thetitle of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretationof any of the terms and provisions of this Security Agreement.

7.13 Terminationof Security Agreement.

(a) ThisSecurity Agreement and the security interests and all related rights and powers granted or created hereunder shall terminate upon indefeasiblepayment in full of the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted).

(b) Uponthe termination of this Security Agreement as provided in clause (a) above, the Secured Party shall, at any Pledgor’srequest and at the Pledgors’ expense, take all reasonable action necessary or appropriate to confirm the termination of all rights,powers and interests under this Security Agreement and the release of the Collateral (to the extent released) from the security interestsgranted or created hereunder, including, without limitation, the execution and delivery of termination statements and releases and, whereappropriate, the return of physical possession and control of such Collateral.

7.14 Reinstatement.This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or againstany Pledgor for liquidation or reorganization, should any Pledgor become insolvent or make an assignment for the benefit of creditorsor should a receiver or trustee be appointed for all or any significant part of a Pledgor’s assets, and shall continue to be effectiveor be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuantto applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations,whether as a “voidable preference,” “fraudulent conveyance” or otherwise, all as though such payment or performancehad not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligationsshall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

7.15 FINAL AGREEMENT.THIS SECURITY AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

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signature pages to follow Schedules.

SCHEDULE1

Pledgor Information and Pledged Entities

Schedule 1 to Security Agreement

SCHEDULE2

SCHEDULE 2A – Deposit Accounts

SCHEDULE 2B – Securities Accounts

SCHEDULE 2C – Digital Asset Accounts

Schedule 2 to Security Agreement

SCHEDULE3

Excluded Collateral

Schedule 3 to Security Agreement

SCHEDULE4

[Insert Company name]

(Company)

TRANSFER OF SHARE

__________________________ of ___________________________(Transferor) for good and valuable consideration paid to me hereby transfers to __________________________ of _______________________(Transferee) ________________ [number] share[s] in the Company to hold the same unto the Transferee subject to the severalconditions on which I hold the same; and the Transferee does hereby agree to take the said shares subject to the conditions aforesaid.

This Transfer of Shares is issued pursuant toa Security Agreement dated _______________, 2025 in favour of _____________________ who are authorised to complete this transfer underthe terms thereof.

Schedule 4 to Security Agreement

SCHEDULE5

Undertakings

[Insert Company Name] (Company)hereby irrevocably and unconditionally UNDERTAKES and COVENANTS with ___________________________________ (Transferee) to:

This Undertaking is given pursuant to the securityagreement (Security Agreement) dated _____________________2025 among, among others, the Company and the Transferee, and any capitalisedterms used herein and not otherwise defined herein shall have the meanings given such terms in the Security Agreement.

IN WITNESS WHEREOF this undertaking has been dulyexecuted and delivered as a deed this ______ day of _________, 2025.

Schedule 5 to Security Agreement

SCHEDULE6

Formof Shareholder Resolutions

UNANIMOUS WRITTEN RESOLUTIONS of the SOLE SHAREHOLDERof [Insert Company Name] (Company) passed pursuant to the articles of association of the Company.

Special Resolution

RESOLVED as a Special Resolution that the articlesof association of the Company (Articles) be and are hereby amended as follows:

Definitions

Security Interest: any mortgage, chargeor other security interest granted by a Member over its shares in the Company which is notified to the Company in writing by the Memberor on the Member’s behalf.

Article A [Insert details] [Transfers]:

“Notwithstanding anything statedto the contrary herein, the Directors shall not register a transfer of any Shares which are subject to a Security Interest without theprior written consent of the person to whom the Security Interest is granted and further provided that the Directors shall register [SecuredParty] as the Member and any interest of any person, including, without limitation [Secured Party] and any person whom [Secured Party]nominates pursuant to the Security Agreement (the Security Agreement) entered or to be entered into by and among [Secured Party]to whom a Security Interest is granted.

Addition to Article [Insert details][Non-Recognition of Trusts]:

“Provided that the Company shallrecognise any interest of any person, including, without limitation [Secured Party] and any person whom [Secured Party] nominates pursuantto the Security Agreement, to whom a Member grants a Security Interest.”

Addition to Article [Insert details][Proxy]: