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 January 2026

Commission File Number: 001-41734

Aurelion Inc.

Office Unit 6620B, 66/F, The Center

99 Queen’s Road Central

Central, Hong Kong

(Address of principal executive office)

Indicate by check mark whether the registrant filesor will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒Form 40-F ☐

Entry into a Material Definitive Agreement

On January 7, 2026, Aurelion Inc. (the “Company”)entered into an Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”),Yorkville Securities, LLC (“Yorkville Securities”), Canaccord Genuity LLC (“Canaccord”), and Cohen &Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen & Company”; each of Cantor, YorkvilleSecurities, Canaccord, and Cohen & Company individually an “Agent” and collectively, the “Agents”), pursuantto which the Company may elect to sell, from time to time, to or through the Agents, Class A Ordinary Shares of the Company, par value$0.000625 per share (the “Ordinary Shares”), having an aggregate offering price of up to $500,000,000 (“ATM Shares”).

Any potential sale of ATM Shareswill be made pursuant to the Company’s effective shelf registration statement on Form F-3, including the prospectus contained therein(File No. 333-290953) filed by the Company with the SEC on October 20, 2025 and declared effective on December 23, 2025, as supplementedby a prospectus supplement dated January 8, 2026 (such prospectus, as supplemented by such prospectus supplement, the “Prospectus”)filed with the SEC pursuant to Rule 424(b) under the Securities Act.

If the Company elects from timeto time to sell ATM Shares under the Prospectus, such sales may be made in transactions that are deemed to be “at the market offerings”as defined in Rule 415 under the Securities Act. The Agents have agreed to use commercially reasonable efforts consistent with their normaltrading and sales practices to sell the ATM Shares pursuant to the Sales Agreement from time to time, based upon instructions from theCompany, including any price or size limits or other customary parameters or conditions the Company may impose.

The Company is not obligated tosell any ATM Shares under the Sales Agreement. The Sales Agreement will terminate upon the earliest of (a) the sale of all of the ATMShares and (b) the termination of the Sales Agreement in accordance with the terms and conditions set forth therein. The Company has agreedto pay the Agents a commission of up to 3.0% of the aggregate gross sales price from each sale of ATM Shares by the Agents pursuant tothe Sales Agreement and has agreed to customary indemnification and contribution rights in favor of the Agents. Additionally, the Companyhas agreed to reimburse the Agents for certain specified expenses in connection with entering into the Sales Agreement and ongoing salesthereunder. The Sales Agreement contains customary representations and warranties and conditions to the sale of the ATM Shares thereunder.

The foregoing description of theSales Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Sales Agreement, which isfiled as Exhibit 10.1 to this Current Report on Form 6-K and incorporated by reference herein.

A copy of the opinion of Maplesand Calder (Hong Kong) LLP regarding the validity of the ATM Shares is filed as Exhibit 5.1 to this Report on Form 6-K and is incorporatedby reference into the Company’s registration statement on Form F-3 (File No. 333-290953) filed with the SEC.

Forward-Looking Statements

This Report contains “forward-looking statements”within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements inthis press release other than statements of historical facts are “forward-looking statements”. These statements may be identifiedby words “anticipate,” “aspire,” “intend,” “plan,” “offer,” “goal,” “objective,”“potential,” “seek,” “believe,” “project,” “estimate,” “expect,” “forecast,”“assume,” “strategy,” “target,” “trend,” “future,” “likely,” “may,”“should,” “could”, “will” and variations of these words or similar expressions that are intended to identifyforward-looking statements, although not all forward-looking statements contain these words. These statements are based on assumptionsand assessments made by Aurelion in light of its experience and perception of historical trends, current conditions, future developmentsand other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relateto events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statementsin this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-lookingstatements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance canbe given that such expectations will prove to be correct, and you are therefore cautioned not to place undue reliance on these forward-lookingstatements which speak only as at the date of this announcement.

Forward-looking statements are not guarantees of futureperformance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expectedresults and are based on certain key assumptions. Such risks and uncertainties include, but are not limited to, our ability to successfullyimplement our digital asset treasury strategy. Many factors could cause actual results to differ materially from those projected or impliedin any forward-looking statements. Among the factors that could cause actual results to differ materially from those described in theforward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatoryforces, including tariffs and trade wars. If any one or more of these risks or uncertainties materialize or if any one or more of theassumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statementsshould therefore be construed in the light of such factors. You are urged to carefully review and consider any cautionary statements andother disclosures, including the statements made under the heading “Risk Factors” in Aurelion, Inc.’s Annual Report on Form20-F for the fiscal year ended September 30, 2025 and subsequent filings on Form 6-K and other documents that may be filed from time totime with the SEC. The Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether asa result of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.

No Offer or Solicitation

None of this Report nor the exhibits attached hereto constitutes an offerto sell, or a solicitation of an offer to sell Ordinary Shares or any other securities, nor shall there be any sale of Ordinary Sharesor any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualificationunder the securities laws of any such jurisdiction. 

Exhibits

SIGNATURES

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

Exhibit 5.1

Aurelion Inc.

PO Box 309

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

8 January 2026

Dear Sirs

Aurelion Inc.

We have acted as Cayman Islands legal advisersto Aurelion Inc. (the “Company”) in connection with the Company’s registration statement on Form F-3, includingall amendments or supplements thereto (the “Registration Statement”), filed with the Securities and Exchange Commission(the “SEC”) under the U.S. Securities Act of 1933, as amended to date, on 20 October 2025 and the prospectus supplementdated 8 January 2026 (the “Prospectus Supplement”), relating to the Company’s at-the-market offering (the “Offering”)to issue and sell by the Company of certain class A ordinary shares of par value US$0.000625 each (the “Shares”) inaccordance with the sales agreement dated 7 January 2026 (the “Sales Agreement”) entered into between the Company,Cantor Fitzgerald & Co. and Yorkville Securities, LLC.

We are furnishing this opinion as Exhibits 5.3and 23.4 to the Registration Statement.

For the purposes of this opinion, we have reviewedonly originals, copies or final drafts of the following documents:

Thefollowing opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of thisopinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. Ingiving these opinions we have relied (without further verification) upon the completeness and accuracy, as at the date of thisopinion letter, of the Director’s Certificate and the Certificate of GoodStanding. We have also relied upon the following assumptions, which we have not independently verified:

Based upon the foregoing and subject to the qualifications set outbelow and having regard to such legal considerations as we deem relevant, we are of the opinion that:

The opinions expressed above are subject to thefollowing qualifications:

4.3 Theobligations of the Company may be subject to restrictions pursuant to:

Except as specifically stated herein, we makeno comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documentsor instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of thisopinion.

We hereby consent to the filing of this opinionas an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities”and “Legal Matters” and elsewhere in the Registration Statement and the Prospectus Supplement. In giving such consent, wedo not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Actof 1933, as amended, or the Rules and Regulations of the SEC thereunder.

Yours faithfully

/s/ Maples and Calder (Hong Kong) LLP

Maples and Calder (Hong Kong) LLP

Exhibit 10.1

AURELION INC.
Shares of Class A Ordinary Shares

(par value $0.000625 per share)

Controlled Equity Offering^SM

Sales Agreement

January 7, 2026

Cantor Fitzgerald & Co.

110 East 59th Street

New York, NY 10022

Yorkville Securities, LLC

1012 Springfield Avenue

Mountainside, NJ 07092

Canaccord Genuity LLC

1 Post Office Square

30th Floor

Boston, MA 02109

Cohen & Company Capital Markets, a division ofCohen & Company Securities, LLC

3 Columbus Circle, Floor 24

New York, NY 10019

Ladies and Gentlemen:

Aurelion Inc., an exemptedcompany incorporated in the Cayman Islands (the “Company”), confirms its agreement (this “Agreement”)with Cantor Fitzgerald & Co., Yorkville Securities, LLC, Canaccord Genuity LLC and Cohen & Company Capital Markets, a divisionof Cohen & Company Securities, LLC (each an “Agent” and collectively, the “Agents”),as follows:

1. Issuanceand Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to theconditions set forth herein, it may issue and sell to or through the Agents, as sales agent or principal, shares of Class A ordinary shares(the “Placement Shares”) of the Company, par value $0.000625 per share (the “Ordinary Shares”);provided, however, that in no event shall the Company issue or sell through the Agents such number or dollar amount of PlacementShares that would (a) exceed the number or dollar amount of Ordinary Shares registered on the effective Registration Statement (definedbelow) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued Ordinary Shares (less Ordinary Sharesissuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’sauthorized capital stock), (c) exceed the number or dollar amount of Ordinary Shares permitted to be sold under Form F-3 (including GeneralInstruction I.B.5 thereof, if applicable) or (d) exceed the number or dollar amount of Ordinary Shares for which the Company has fileda Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstandinganything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and thatthe Agents shall have no obligation in connection with such compliance. The offer and sale of Placement Shares through the Agents willbe effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities andExchange Commission (the “Commission”) on December 23, 2025, although nothing in this Agreement shall be construedas requiring the Company to use the Registration Statement to issue Ordinary Shares.

The Company has filed, inaccordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rulesand regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statementon Form F-3 (File No. 333-290953), including a base prospectus, relating to certain securities, including the Placement Shares to be issuedfrom time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordancewith the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules andregulations thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of theregistration statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by theCompany (the “Prospectus Supplement”). The Company will furnish to the Agents, for use by the Agents, copiesof the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the PlacementShares to be issued from time to time by the Company. Except where the context otherwise requires, such registration statement(s), includingall documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (asdefined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to bea part of such registration statement pursuant to Rule 430B of the Securities Act Regulations, and any one or more additional effectiveregistration statements on Form F-3 from time to time that will contain a base prospectus and related prospectus or prospectus supplement,if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares, is herein called the “RegistrationStatement.” The base prospectus or base prospectuses, including all documents incorporated therein by reference, includedin the Registration Statement, as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which such prospectusor prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b)under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es) (as defined below), is herein calledthe “Prospectus.”

Any reference herein to theRegistration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to andinclude the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including,unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein tothe terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any ProspectusSupplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document underthe Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectusor such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, allreferences to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the mostrecent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the InteractiveData Electronic Application system when used by the Commission (collectively, “EDGAR”).

2. Placements.Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it willnotify an Agent (the “Designated Agent”) by email notice (or other method mutually agreed to by the parties)of the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the numberof Placement Shares that may be sold in any one (1) Trading Day (as defined below) and any minimum price below which sales may not bemade (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Noticeshall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individualsfrom the Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) theDesignated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount ofthe Placement Shares thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice, which suspension andtermination rights may be exercised by the Company in its sole discretion or (iv) this Agreement has been terminated under the provisionsof Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent inconnection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It isexpressly acknowledged and agreed that neither the Company nor the Designated Agent will have any obligation whatsoever with respect toa Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the DesignatedAgent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein andherein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the PlacementNotice will control.

3. Saleof Placement Shares by the Agents. Subject to the provisions of Section 5(a), the Designated Agent, for the period specifiedin the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicablestate and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (the “Exchange”), tosell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The DesignatedAgent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately followingthe Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day,the compensation payable by the Company to the Designated Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds(as defined below) payable to the Company, with an itemization of the deductions made by the Designated Agent (as set forth in Section5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, the Designated Agentmay sell Placement Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4)of the Securities Act Regulations. “Trading Day” means any day on which Ordinary Shares is traded on the Exchange.

4. Suspensionof Sales. The Company or the Agents may, upon notice to the other party in writing (including by email correspondence to each of theindividuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of theindividuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmissionor email correspondence to each of the individuals of the other party set forth on Schedule 3), suspend any sale of Placement Shares(a “Suspension”); provided, however, that such Suspension shall not affect or impair any party’sobligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect anyobligation under Sections 7(l), 7(m), and 7(n) with respect to the delivery of certificates, opinions, or comfortletters to the Agents, shall be waived. Each of the parties agrees that no such notice under this Section 4 shall be effectiveagainst any other party unless it is made to one of the individuals named on Schedule 3 hereto, as such Schedule may be amendedfrom time to time. Notwithstanding any other provision of this Agreement, during any period in which the Company is in possession of materialnon-public information, the Company and the Agents agree that (i) no sale of Placement Shares will take place, (ii) the Company shallnot request the sale of any Placement Shares, and (iii) the Agents shall not be obligated to sell or offer to sell any Placement Shares.

5. Saleand Delivery to the Agents; Settlement.

(a) Saleof Placement Shares. On the basis of the representations and warranties herein contained and subject to the terms and conditionsherein set forth, upon the Designated Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the PlacementShares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the DesignatedAgent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal tradingand sales practices and applicable law and regulations to sell such Placement Shares up to the amount specified, and otherwise in accordancewith the terms of such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Designated Agentwill be successful in selling Placement Shares, (ii) the Designated Agent will incur no liability or obligation to the Company or anyother person or entity if it does not sell Placement Shares for any reason other than a failure by the Designated Agent to use its commerciallyreasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Sharesas required under this Agreement and (iii) the Designated Agent shall be under no obligation to purchase Placement Shares on a principalbasis pursuant to this Agreement, except as otherwise agreed by the Designated Agent and the Company.

(b) Settlementof Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shareswill occur on the first (1st) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date onwhich such sales are made (each, a “Settlement Date”). The Designated Agent shall notify the Company of eachsale of Placement Shares no later than the opening of the Trading Day immediately following the Trading Day on which it has made salesof Placement Shares hereunder. The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the PlacementShares sold (the “Net Proceeds”) will be equal to the aggregate sales price received by the Designated Agent,after deduction for (i) the Designated Agent’s commission, discount or other compensation for such sales payable by the Companypursuant to Section 2 hereof, and (ii) any transaction fees imposed by any Governmental Authority in respect of such sales.

(c) Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronicallytransfer the Placement Shares being sold by crediting the Designated Agent’s or its designee’s account (provided the DesignatedAgent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The DepositoryTrust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed uponby the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each SettlementDate, the Designated Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or priorto, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation todeliver Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligationsset forth in Section 10(a) hereto, it will (i) hold the Designated Agent harmless against any loss, claim, damage, or reasonabledocumented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with suchdefault by the Company or its transfer agent (if applicable) and (ii) pay to the Designated Agent any commission, discount, or other compensationto which it would otherwise have been entitled absent such default.

(d) Denominations;Registration. Certificates for the Placement Shares, if any, shall be in such denominations and registered in such names asthe Designated Agent may request in writing at least one full Business Day (as defined below) before the applicable Settlement Date. Thecertificates for the Placement Shares, if any, will be made available by the Company for examination and packaging by the Designated Agentin The City of New York not later than noon (New York time) on the Business Day prior to the applicable Settlement Date.

(e) Limitationson Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares if, aftergiving effect to the sale of such Placement Shares, the aggregate gross sales proceeds of Placement Shares sold pursuant to this Agreementwould exceed the lesser of (A) together with all sales of Placement Shares under this Agreement, the Maximum Amount and (B) theamount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorizedcommittee thereof or a duly authorized executive committee, and notified to the Agents in writing. Under no circumstances shall the Companycause or request the offer or sale of any Placement Shares pursuant to this Agreement at a price lower than the minimum price authorizedfrom time to time by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee.Further, under no circumstances shall the Company cause or permit the aggregate offering amount of Placement Shares sold pursuant to thisAgreement to exceed the Maximum Amount.

(f) SalesThrough Agents. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares orany other equity security of the Company shall only be effected by or through an Agent, and only a single Agent, on any single given date,and in no event shall the Company request that more than one Agent sell Placement Shares on the same day; provided, however that(i) the foregoing limitation shall not apply to (A) exercise of any option, warrant, right or any conversion privilege set forth in theinstruction governing such securities, (B) sales solely to employees, directors or security holders of the Company or its subsidiaries,or to a trustee or other person acquiring such securities for the accounts of such person and (ii) such limitation shall not apply (A)on any day during which no sales are made pursuant to this Agreement or (B) during a period in which the Company has notified the Agentsthat it will not sell Ordinary Shares under this Agreement and (1) no Placement Notice is pending or (2) after a Placement Notice hasbeen withdrawn.

6. Representationsand Warranties of the Company. The Company represents and warrants to, and agrees with the Agents that as of the date of this Agreementand as of each Applicable Time (as defined below):

(a) RegistrationStatement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply withthe applicable conditions set forth in Form F-3 (including General Instructions I.A and I.B) under the Securities Act. The RegistrationStatement has been filed with the Commission and has been declared effective by the Commission under the Securities Act. The RegistrationStatement is effective. The Prospectus Supplement will name each Agent as an agent in the section entitled “Plan of Distribution.”The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement,or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplatedhereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes,regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filedas exhibits to the Registration Statement have been so described or filed. Copies of the Registration Statement, the Prospectus, and anysuch amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior tothe date of this Agreement have been delivered, or are available through EDGAR, to the Agents and their counsel. The Company has not distributedand, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distributeany offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectusand any Issuer Free Writing Prospectus to which the Agents have consented. The Ordinary Shares are registered pursuant to Section 12(b)of the Exchange Act and is currently listed on the Exchange under the trading symbol “AURE.” The Company has taken no actiondesigned to, or likely to have the effect of, terminating the registration of the Ordinary Shares under the Exchange Act, delisting theOrdinary Shares from the Exchange, nor has the Company received any notification that the Commission or the Exchange is contemplatingterminating such registration or listing. To the Company’s knowledge, it is in compliance with all applicable listing requirementsof the Exchange.

(b) NoMisstatement or Omission. The Registration Statement, when it became or becomes effective, and the Prospectus, and any amendment orsupplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects withthe requirements of the Securities Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, willconform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes effective,did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereofand at each Applicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a materialfact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documentsincorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated byreference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a materialfact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances underwhich they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in relianceupon, and in conformity with, information furnished to the Company by the Agents in writing specifically for use in the preparation thereof,it being understood and agreed that the only such information furnished by the Agents to the Company consists of “Agents Information”as defined below.

(c) Conformitywith the Securities Act and Exchange Act. The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any amendmentor supplement thereto, and the documents incorporated by reference in the Registration Statement, the Prospectus or any amendment or supplementthereto, when such documents were or are filed with the Commission under the Securities Act or the Exchange Act or became or become effectiveunder the Securities Act, as the case may be, conformed or will conform in all material respects with the requirements of the SecuritiesAct and the Exchange Act, as applicable.

(d) FinancialInformation. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement,the Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly, in allmaterial respects, the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicatedand the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company for the periods specifiedand have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with U.S. GenerallyAccepted Accounting Principles (“GAAP”) applied on a consistent basis during the periods involved; the otherfinancial and statistical data with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by referencein the Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented andprepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historicalor pro forma) that are required to be included or incorporated by reference in the Registration Statement, or the Prospectus that arenot included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilitiesor obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excludingthe exhibits thereto), and the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, theProspectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is definedby the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the SecuritiesAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference inthe Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been preparedin accordance with the Commission’s rules and guidelines applicable thereto.

(e) Conformitywith EDGAR Filing. The Prospectus delivered to the for use in connection with the sale of the Placement Shares pursuant to this Agreementwill be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EDGAR, except to the extentpermitted by Regulation S-T.

(f) Organization.The Company and each of its Subsidiaries are duly organized, validly existing as a corporation and in good standing under the laws oftheir respective jurisdictions of organization. The Company and each of its Subsidiaries are duly licensed or qualified as a foreign corporationfor transaction of business and in good standing under the laws of each other jurisdiction in which their respective ownership or leaseof property or the conduct of their respective businesses requires such license or qualification, and have all corporate power and authoritynecessary to own or hold their respective properties and to conduct their respective businesses as described in the Registration Statementand the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would not, individuallyor in the aggregate, have a material adverse effect or would reasonably be expected to have a material adverse effect on or affectingon the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity orresults of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially interfere with the consummation ofthe transactions contemplated hereby (a “Material Adverse Effect”).

(g) Subsidiaries.The subsidiaries set forth on Schedule 4 (collectively, the “Subsidiaries”), if any, are the Company’s only significantsubsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission). Except as set forth in the RegistrationStatement and in the Prospectus, the Company owns, directly or indirectly, all of the equity interests of the Subsidiaries free and clearof any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and all the equity interests of theSubsidiaries are validly issued and are fully paid, nonassessable and free of preemptive and similar rights. No Subsidiary is currentlyprohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’scapital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of suchSubsidiary’s property or assets to the Company or any other Subsidiary of the Company.

(h) NoViolation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws or similarorganizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitutesuch a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed oftrust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Companyor any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries are subject; or(iii) in violation of any law or statute or any judgment, order, rule or regulation of any Governmental Authority having jurisdictionover the Company, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default that would not, individuallyor in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, no other party under any material contract or otheragreement to which it or any of its Subsidiaries is a party is in default in any respect thereunder where such default would have a MaterialAdverse Effect.

(i) NoMaterial Adverse Change. Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectusand the Free Writing Prospectuses, if any (including any document deemed incorporated by reference therein), there has not been (i) anyMaterial Adverse Effect or the occurrence of any development that the Company reasonably expects will result in a Material Adverse Effect,(ii) any transaction which is material to the Company and the Subsidiaries taken as a whole, (iii) any obligation or liability, director contingent (including any off-balance sheet obligations), incurred by the Company or any Subsidiary, which is material to the Companyand the Subsidiaries taken as a whole, (iv) any material change in the capital stock or outstanding long-term indebtedness of the Companyor any of its Subsidiaries or (v) any dividend or distribution of any kind declared, paid or made on the capital stock of the Companyor any Subsidiary, other than in each case above in the ordinary course of business or as otherwise disclosed in the Registration Statementor Prospectus (including any document deemed incorporated by reference therein).

(j) Capitalization.The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and, otherthan as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal orsimilar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and theProspectus as of the dates referred to therein (other than the grant of additional options under the Company’s existing stock optionplans, or changes in the number of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise or conversionof securities exercisable for, or convertible into, Ordinary Shares outstanding on the date hereof) and such authorized capital stockconforms to the description thereof set forth in the Registration Statement and the Prospectus. The description of the securities of theCompany in the Registration Statement and the Prospectus is complete and accurate in all material respects. Except as disclosed in orcontemplated by the Registration Statement or the Prospectus, as of the date referred to therein, the Company does not have outstandingany options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeablefor, or any contracts or commitments to issue or sell, any shares of capital stock or other securities.

(k) Authorization;Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplatedhereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement ofthe Company enforceable in accordance with its terms, except to the extent that (i) enforceability may be limited by bankruptcy, insolvency,reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and (ii) andthe indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policyconsiderations in respect thereof.

(l) Authorizationof Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the board of directors of theCompany or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein,will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, securityinterest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similarrights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued, will conform to the descriptionthereof set forth in or incorporated into the Prospectus.

(m) NoConsents Required. No consent, approval, authorization, order, registration or qualification of or with any Governmental Authorityis required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale by the Company of thePlacement Shares, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required underapplicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”)or the Exchange in connection with the sale of the Placement Shares by the Agents.

(n) NoPreferential Rights. Except as set forth in the Registration Statement and the Prospectus, (i) no person, as such term is definedin Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractualor otherwise, to cause the Company to issue or sell to such Person any Ordinary Shares or shares of any other capital stock or other securitiesof the Company, (ii) no Person has any preemptive rights, resale rights, rights of first refusal, rights of co-sale, or any otherrights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Ordinary Shares or shares of any othercapital stock or other securities of the Company, (iii)  no Person has the right to act as an underwriter or as a financial advisorto the Company in connection with the offer and sale of the Ordinary Shares, and (iv) no Person has the right, contractual or otherwise,to require the Company to register under the Securities Act any Ordinary Shares or shares of any other capital stock or other securitiesof the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby,whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated therebyor otherwise.

(o) IndependentPublic Accounting Firm. Summit Group CPAs, P.C. (the “Accountant”), whose report on the consolidated financialstatements of the Company is filed with the Commission as part of the Company’s most recent Annual Report on Form 20-F filed withthe Commission and incorporated by reference into the Registration Statement and the Prospectus, are and, during the periods covered bytheir report, were an independent registered public accounting firm within the meaning of the Securities Act and the Public Company AccountingOversight Board (United States). To the Company’s knowledge, the Accountant is not in violation of the auditor independence requirementsof the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect to the Company.

(p) Enforceabilityof Agreements. All agreements between the Company and third parties expressly referenced in the Prospectus, other than such agreementsthat have expired by their terms or whose termination is disclosed in documents filed by the Company on EDGAR, are legal, valid and bindingobligations of the Company and enforceable in accordance with their respective terms, except to the extent that (i) enforceabilitymay be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and bygeneral equitable principles and (ii) the indemnification provisions of certain agreements may be limited by federal or state securitieslaws or public policy considerations in respect thereof, and except for any unenforceability that, individually or in the aggregate, wouldnot have a Material Adverse Effect.

(q) NoLitigation. Except as set forth in the Registration Statement or the Prospectus, there are no actions, suits or proceedings by orbefore any Governmental Authority pending, nor, to the Company’s knowledge, any audits or investigations by or before any GovernmentalAuthority to which the Company or a Subsidiary is a party or to which any property of the Company or any of its Subsidiaries is the subjectthat, individually or in the aggregate, would have a Material Adverse Effect and, to the Company’s knowledge, no such actions, suits,proceedings, audits or investigations are threatened or contemplated by any Governmental Authority or threatened by others; and (i) thereare no current or pending audits or investigations, actions, suits or proceedings by or before any Governmental Authority that are requiredunder the Securities Act to be described in the Prospectus that are not so described; and (ii) there are no contracts or other documentsthat are required under the Securities Act to be filed as exhibits to the Registration Statement that are not so filed.

(r) Consentsand Permits. The Company and each Subsidiary possess such valid and current certificates, authorizations or permits issued by theappropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and neither theCompany nor any Subsidiary has received, or has any reason to believe that it will receive, any notice of proceedings relating to therevocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate,if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Effect.

(s) IntellectualProperty. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, licenseor have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations,trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property(collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as nowconducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Propertywould not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and theProspectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii)to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (iii) there is no pendingor, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any suchaction, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceedingor claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’sknowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violateany patent, trademark, copyright, trade secret or other proprietary rights of others; (vi) to the Company’s knowledge, there isno third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as definedin 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Prospectus as being owned by orlicensed to the Company; and (vii) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which IntellectualProperty has been licensed to the Company or such Subsidiary, and all such agreements are in full force and effect, except, in the caseof any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceedingor claim as would not, individually or in the aggregate, result in a Material Adverse Effect.

(t) MarketCapitalization. At the time the Registration Statement was originally declared effective, and at the time the Company’s mostrecent Annual Report on Form 20-F was filed with the Commission, the Company met the then applicable requirements for the use of FormF-3 under the Securities Act, including, but not limited to, General Instruction I.B.1 of Form F-3. The Company is not a shell company(as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if ithas been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form F-3) withthe Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

(u) FINRAMatters. The information provided to the Agents by the Company, its counsel, and its officers and directors for purposes of the Agents’compliance with applicable FINRA rules in connection with the offering of the Shares is true, complete, and correct and compliant withFINRA’s rules. The Company meets the definition of the term “experienced issuer” specified in FINRA Rule 5110(j)(6).

(v) NoMaterial Defaults. Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for borrowed moneyor on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect.The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report onForm 20-F, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) hasdefaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individuallyor in the aggregate, would have a Material Adverse Effect.

(w) CertainMarket Activities. Neither the Company, nor any of the Subsidiaries, nor any of their respective directors, officers or controllingpersons has taken, directly or indirectly, any action designed, or that has constituted or would reasonably be expected to cause or resultin, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate thesale or resale of the Placement Shares.

(x) Broker/DealerRelationships. Neither the Company nor any of the Subsidiaries (i) is required to register as a “broker” or “dealer”in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controlsor is a “person associated with a member” or “associated person of a member” (within the meaning set forth inthe FINRA Manual).

(y) NoReliance. The Company has not relied upon the Agents or legal counsel for the Agents for any legal, tax or accounting advice in connectionwith the offering and sale of the Placement Shares.

(z) Taxes.The Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns which have been required to be filedand paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested ingood faith, except where the failure to so file or pay would not have a Material Adverse Effect. Except as otherwise disclosed in or contemplatedby the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company or any of its Subsidiarieswhich has had, or would have, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal,state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against it which wouldhave a Material Adverse Effect.

(aa) Title to Real andPersonal Property. Except as set forth in the Registration Statement or the Prospectus, the Company and its Subsidiaries have goodand marketable title in fee simple to all items of real property owned by them, good and valid title to all personal property describedin the Registration Statement or Prospectus as being owned by them, in each case free and clear of all liens, encumbrances and claims,except those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company andany of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal propertydescribed in the Registration Statement or Prospectus as being leased by the Company and any of its Subsidiaries is held by them undervalid, existing and enforceable leases, except those that (A) do not materially interfere with the use made or proposed to be made ofsuch property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, tohave a Material Adverse Effect. Each of the properties of the Company and its Subsidiaries complies with all applicable codes, laws andregulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties),except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not,individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be madeof such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiarieshas received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties of the Companyand its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would notreasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Companyand its Subsidiaries or otherwise have a Material Adverse Effect, individually or in the aggregate.

(bb) EnvironmentalLaws. Except as set forth in the Registration Statement or the Prospectus, the Company and its Subsidiaries (i) are incompliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating tothe protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants(collectively, “Environmental Laws”); (ii) have received and are in compliance with all permits,licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses as describedin the Registration Statement and the Prospectus; and (iii) have not received notice of any actual or potential liability forthe investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants,except, in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply or failure to receive requiredpermits, licenses, other approvals or liability as would not, individually or in the aggregate, have a Material Adverse Effect.

(cc) DisclosureControls. The Company and each of its Subsidiaries maintain systems of internal accounting controls sufficient to providereasonable assurance that (i) transactions are executed in accordance with management’s general or specificauthorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity withGAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’sgeneral or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets atreasonable intervals and appropriate action is taken with respect to any differences. The Company’s internal control overfinancial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financialreporting (other than as set forth in the Prospectus). Since the date of the latest audited financial statements of the Companyincluded or incorporated by reference in the Prospectus, there has been no change in the Company’s internal control overfinancial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal controlover financial reporting (other than as set forth in the Prospectus). The Company has established disclosure controls and procedures(as defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures to ensurethat material information relating to the Company and each of its Subsidiaries is made known to the certifying officers by otherswithin those entities, particularly during the period in which the Company’s Annual Report on Form 20-F, as the case may be,is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosurecontrols and procedures as of a date within ninety (90) calendar 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 thefiscal year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls andprocedures based on their evaluations as of the Evaluation Date and the disclosure controls and procedures are effective. Since theEvaluation Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item307(b) of Regulation S-K under the Securities Act) or, to the Company’s knowledge, in other factors that could significantlyaffect the Company’s internal controls.

(dd) Sarbanes-Oxley.There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’sdirectors or officers, in their capacities as such, to comply in all material respects with any applicable provisions of theSarbanes-Oxley Act and the rules and regulations promulgated thereunder. Each of the principal executive officer and the principalfinancial officer of the Company (or each former principal executive officer of the Company and each former principal financialofficer of the Company as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act withrespect to all reports, schedules, forms, statements and other documents required to be filed by it or furnished by it to theCommission. For purposes of the preceding sentence, “principal executive officer” and “principal financialofficer” shall have the meanings given to such terms in the Sarbanes-Oxley Act.

(ee) Finder’sFees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees, brokeragecommissions or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respectto the Agents pursuant to this Agreement.

(ff) LaborDisputes. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to theknowledge of the Company, is threatened which would result in a Material Adverse Effect.

(gg) Investment CompanyAct. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the PlacementShares, will be an “investment company” or an entity “controlled” by an “investment company,” assuch terms are defined in the Investment Company Act of 1940, as amended (the “Investment CompanyAct”).

(hh) Operations.The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financialrecord keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the moneylaundering statutes of all jurisdictions to which the Company or its Subsidiaries are subject, the rules and regulations thereunderand any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority(collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before anyGovernmental Authority involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, tothe knowledge of the Company, threatened.

(ii) Off-BalanceSheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company, and/or any ofits affiliates and any unconsolidated entity, including, but not limited to, any structured finance, special purpose or limited purposeentity (each, an “Off-Balance Sheet Transaction”) that could reasonably be expected to affect materially theCompany’s liquidity or the availability of or requirements for its capital resources, including those Off-Balance Sheet Transactionsdescribed in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions and Results ofOperations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Prospectus which have not been described as required.

(jj) UnderwriterAgreements. The Company is not a party to any agreement with an agent or underwriter for any other “at the market”or continuous equity transaction.

(kk) ERISA. To theknowledge of the Company, (i) each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement IncomeSecurity Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed to by the Companyor any of its affiliates for employees or former employees of the Company and any of its Subsidiaries has been maintained in materialcompliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited toERISA and the Internal Revenue Code of 1986, as amended (the “Code”); (ii) no prohibited transaction, withinthe meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Companywith respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and (iii) for eachsuch plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency”as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan(excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determinedusing reasonable actuarial assumptions, other than, in the case of (i), (ii) and (iii) above, as would not have a Material Adverse Effect.

(ll) Forward-LookingStatements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of theExchange Act) (a “Forward-Looking Statement”) contained in the Registration Statement and the Prospectushas been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(mm) AgentPurchases. The Company acknowledges and agrees that the Agents have informed the Company that the Agents may, to the extentpermitted under the Securities Act and the Exchange Act, purchase and sell Ordinary Shares for its own account while this Agreementis in effect, provided, that the Company shall not be deemed to have authorized or consented to any such purchases or salesby the Agents.

(nn) Margin Rules.Neither the issuance, sale and delivery of the Placement Shares nor the application of the proceeds thereof by the Company as describedin the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve Systemor any other regulation of such Board of Governors.

(oo) Insurance.The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company andeach of its Subsidiaries reasonably believe are adequate for the conduct of their properties and as is customary for companies engagedin similar businesses in similar industries.

(pp) No ImproperPractices. (i) Neither the Company nor the Subsidiaries, nor any director, officer, or employee of the Company or anySubsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company or anySubsidiary has, in the past five years, made any unlawful contributions to any candidate for any political office (or failed fullyto disclose any contribution in violation of applicable law) or made any contribution or other payment to any official of, orcandidate for, any federal, state, municipal, or foreign office or other person charged with similar public or quasi-public duty inviolation of any applicable law or of the character required to be disclosed in the Prospectus; (ii) no relationship, direct orindirect, exists between or among the Company or any Subsidiary or any affiliate of any of them, on the one hand, and the directors,officers and stockholders of the Company or any Subsidiary, on the other hand, that is required by the Securities Act to bedescribed in the Registration Statement and the Prospectus that is not so described; (iii) no relationship, direct or indirect,exists between or among the Company or any Subsidiary or any affiliate of them, on the one hand, and the directors, officers, orstockholders of the Company or any Subsidiary, on the other hand, that is required by the rules of FINRA to be described in theRegistration Statement and the Prospectus that is not so described; (iv) except as described in the Registration Statement andthe Prospectus, there are no material outstanding loans or advances or material guarantees of indebtedness by the Company or anySubsidiary to or for the benefit of any of their respective officers or directors or any of the members of the families of any ofthem; and (v) the Company has not offered, or caused any placement agent to offer, Ordinary Shares to any person with the intent toinfluence unlawfully (A) a customer or supplier of the Company or any Subsidiary to alter the customer’s orsupplier’s level or type of business with the Company or any Subsidiary or (B) a trade journalist or publication to writeor publish favorable information about the Company or any Subsidiary or any of their respective products or services, and, (vi)neither the Company nor any Subsidiary nor any director, officer or employee of the Company or any Subsidiary nor, to theCompany’s knowledge, any agent, affiliate or other person acting on behalf of the Company or any Subsidiary has (A) violatedor is in violation of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any otherapplicable anti-bribery or anti-corruption law (collectively, “Anti-Corruption Laws”), (B) promised,offered, provided, attempted to provide or authorized the provision of anything of value, directly or indirectly, to any person forthe purpose of obtaining or retaining business, influencing any act or decision of the recipient, or securing any improperadvantage; or (C) made any payment of funds of the Company or any Subsidiary or received or retained any funds in violation of anyAnti-Corruption Laws.

(qq) Status Under theSecurities Act. The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities Act at the times specifiedin Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares.

(rr) No Misstatement orOmission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and as of eachApplicable Time (as defined in Section 25 below), did not, does not and will not include any information that conflicted,conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including anyincorporated document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply tostatements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with the Agents Information.

(ss) No Conflicts.Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares, nor the consummation of any of thetransactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof and thereof willconflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under,or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of theCompany pursuant to the terms of any contract or other agreement to which the Company may be bound or to which any of the property orassets of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii) such conflicts, breachesand defaults that would not have a Material Adverse Effect; nor will such action result (x) in any violation of the provisions of theorganizational or governing documents of the Company, or (y) in any violation of the provisions of any statute or any order, rule or regulationapplicable to the Company or of any Governmental Authority having jurisdiction over the Company, except where such violation would nothave a Material Adverse Effect.

(tt) Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the“Entity”) or any director, officer, employee, agent, affiliate or representative of the Entity, is agovernment, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled bya Person that is:

(A) thesubject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”),the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authorities, including,without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign SanctionsEvaders List (as amended, collectively, “Sanctions”), nor

(B) located,organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory(including, without limitation, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’sRepublic and the Crimea Region of the Ukraine) (the “Sanctioned Countries”).

(ii) TheEntity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwisemake available such proceeds to any subsidiary, joint venture partner or other Person:

(A) tofund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding orfacilitation, is the subject of Sanctions or is a Sanctioned Country; or

(B) inany other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whetheras underwriter, advisor, investor or otherwise).

(iii) TheEntity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it hasnot knowingly engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any countryor territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

(uu) Stock TransferTaxes. On each Settlement Date, all stock transfer or other taxes (other than income taxes) which are required to be paid inconnection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have been, fully paid orprovided for by the Company and all laws imposing such taxes will be or will have been fully complied with by the Company in allmaterial respects.

(vv) Compliance withLaws. The Company and each of its Subsidiaries are in compliance with all applicable laws, regulations and statutes (includingall environmental laws and regulations) in the jurisdictions in which it carries on business; the Company has not received a noticeof non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliancewith any such laws, regulations and statutes, and is not aware of any pending change or contemplated change to any applicable law orregulation or governmental position; in each case that would materially adversely affect the business of the Company or the businessor legal environment under which the Company operates.

(ww) Statistical andMarket-Related Data.  The statistical, demographic and market-related data included in the Registration Statement andProspectus are based on or derived from sources that the Company believes to be reliable and accurate or represent theCompany’s good faith estimates that are made on the basis of data derived from such sources.

(xx) Cybersecurity.The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software,websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and performin all material respects as required in connection with the operation of the business of the Company as currently conducted, free andclear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiarieshave implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguardsto maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of allIT Systems and data, including all “Personal Data” (defined below) and all sensitive, confidential or regulated data (“ConfidentialData”) used in connection with their businesses. “Personal Data” means (i) a natural person’s name, streetaddress, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number,passport number, credit card number, bank information, or customer or account number; (ii) any information which would qualify as “personallyidentifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR;(iv) any information which would qualify as “protected health information” under the Health Insurance Portability and AccountabilityAct of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”);(v) any “personal information” as defined by the California Consumer Privacy Act (“CCPA”); and (vi)any other piece of information that allows the identification of such natural person, or his or her family, or permits the collectionor analysis of any data related to an identified person’s health or sexual orientation. There have been no breaches, violations,outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or theduty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiariesare presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any courtor arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and securityof IT Systems, Confidential Data, and Personal Data and to the protection of such IT Systems, Confidential Data, and Personal Data fromunauthorized use, access, misappropriation or modification.

(yy) Compliance withData Privacy Laws. The Company and its subsidiaries are, and at all prior times were, in material compliance with all applicablestate and federal data privacy and security laws and regulations, including without limitation HIPAA, CCPA, and the European UnionGeneral Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, the “PrivacyLaws”). To ensure compliance with the Privacy Laws, the Company has in place, complies with, and takes appropriatesteps to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and thecollection, storage, use, processing, disclosure, handling, and analysis of Personal Data and Confidential Data (the“Policies”). The Company has at all times made all disclosures to users or customers required byapplicable laws and regulatory rules or requirements, and none of such disclosures made or contained in any Policy have beeninaccurate or in violation of any applicable laws and regulatory rules or requirements in any material respect. The Company furthercertifies that neither it nor any subsidiary: (i) has received notice of any actual or potential liability under or relating to, oractual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably beexpected 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 thatimposes any obligation or liability under any Privacy Law.

(zz) Emerging GrowthCompany Status. From the time of the initial filing of the Company’s first registration statement with the Commissionthrough the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of theSecurities Act (an “Emerging Growth Company”).

(aaa) No Immunity.Neither the Company nor any of its Subsidiaries or their properties or assets has immunity under Cayman Islands, Hong Kong, U.S. federalor New York state law from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding,from set-off or counterclaim, from the jurisdiction of any of the Cayman Islands, Hong Kong (or any political subdivision of any of theforegoing), U.S. federal or New York state court, from service of process, attachment upon or prior to judgment, or attachment in aidof execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for theenforcement of a judgment, in any such court with respect to their respective obligations, liabilities or any other matter under or arisingout of or in connection herewith; and, to the extent that the Company or any of its Subsidiaries or any of its properties, assets or revenuesmay have or may hereafter become entitled to any such right of immunity in any such court in which proceedings arising out of, or relatingto the transactions contemplated by this Agreement, may at any time be commenced, the Company has, pursuant to Section 16 of this Agreement,waived, and it will waive, or will cause its Subsidiaries to waive, such right to the extent permitted by law.

(bbb) Dividends andDistributions. Except as disclosed in the Registration Statement and the Prospectus, no Subsidiary of the Company is currentlyprohibited or restricted, directly or indirectly, from paying any dividends to the Company, from making any other distribution onsuch Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company orfrom transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.

(ccc) Enforcement ofForeign Judgments. Any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York statecourt located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding againstthe Company based upon this Agreement would be enforceable against the Company by the courts of the Cayman Islands, or any politicalsubdivision or either of the foregoing, without reconsideration or reexamination of the merits, provided the courts of the CaymanIslands decide that such judgment: (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor aliability to pay a liquidated sum for which the judgment has been given; (iii) is final and conclusive; (iv) is not in respect oftaxes, a fine or a penalty; (v) was not obtained by fraud; and (vi) is not of a kind the enforcement of which is contrary to naturaljustice or the public policy of the Cayman Islands. Similarly, a foreign judgment may be enforced in Hong Kong at common law bybringing an action in a Hong Kong court since the judgment may be regarded as creating a debt between the parties to it, providedthat the foreign judgment, among other things, is a final judgment conclusive upon the merits of the claim and is for a liquidatedamount in a civil matter and not in respect of taxes, fines, penalties, or similar charges. Such a judgment may not, in any event,be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed tonatural justice; (c) its enforcement or recognition would be contrary to the public policy of Hong Kong; (d) the court of the UnitedStates was not jurisdictionally competent; or (e) the judgment was in conflict with a prior Hong Kong judgment.

(ddd) Valid Choice ofLaw. The choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law under the lawsof the Cayman Islands and the laws of Hong Kong and should be honored by courts in the Cayman Islands and Hong Kong, provided: (i) suchchoice is made in good faith; (ii) such choice is a valid and binding selection under the laws of the State of New York and all otherrelevant laws (other than the laws of the Cayman Islands); (iii) there is nothing under any law (other than the laws of the Cayman Islands)that would or might affect the representation herein; (iv) such choice would not be incompatible with the public policy of Cayman Islandslaw or contrary to mandatorily-applicable provisions of Cayman Islands law; (v) such choice is pleaded and proved in the courts of theCayman Islands; and (vi) such choice is not applied to matters of procedure. The Company has the power to submit, and pursuant to thisAgreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York andUnited States Federal court sitting in New York County (each, a “New York Court”) and has validly and irrevocablywaived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the powerto designate, appoint and empower, and pursuant to this Agreement, has legally, validly, effectively and irrevocably designated, appointedand empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, or the offeringof the Placement Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer validpersonal jurisdiction over the Company as provided in this Agreement.

(eee) Indemnificationand Contribution. The indemnification and contribution provisions set forth in Section 10 hereof do not contravene Cayman Islandsor Hong Kong law.

(fff) Legality. Thelegality, validity or enforceability of any of the Registration Statement, the Prospectus, this Agreement or the Placement Shares in anyjurisdiction in which the Company is organized or does business is not dependent upon such document being submitted into, filed or recordedwith any court or other authority in any such jurisdiction on or before the date hereof or that any tax, imposition or charge be paidin any such jurisdiction on or in respect of any such document.

(ggg) Legal Action.Subject to the limitations described in Section 18 hereof, each Agent is entitled to sue as plaintiff in the court of the jurisdictionof formation and domicile of the Company for the enforcement of its rights under this Agreement and the Placement Shares and such accessto such courts will not be subject to any conditions which are not applicable to residents of such jurisdiction or a company incorporatedin such jurisdiction.

(hhh) Foreign Issuer.The Company is a “foreign private issuer” as defined in Rule 405 under the Securities Act.

(iii) PassiveForeign Investment Company. The Company does not believe that it was classified as a “passive foreign investment company”(“PFIC”) as defined in Section 1297 of the Code based on the information available to the Company at the timeof the filing of the Company’s most recent Form 20-F, for its most recently completed taxable year and, based on certain estimatesof the Company’s gross income and the value of its assets, the intended use of proceeds from the offering and sale of the PlacementShares and the nature of the Company’s business, the Company does not expect to be classified as a PFIC for the current taxableyear.

(jjj) Staking Activities.Except as otherwise disclosed in writing to the Agents, the Company has not and does not engage in Staking (as defined in Section 25below) or related activities (“Staking Activities”).

Any certificate signed byan officer of the Company and delivered to the Agents or to counsel for the Agents pursuant to or in connection with this Agreement shallbe deemed to be a representation and warranty by the Company, as applicable, to the Agents as to the matters set forth therein.

7. Covenantsof the Company. The Company covenants and agrees with the Agents that:

(a) RegistrationStatement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Sharesis required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfiedpursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents promptly of the time whenany subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commissionand/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for anyamendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the Company will prepareand file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement orProspectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the PlacementShares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Companyof any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by theCompany in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the failureto make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Companywill not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertibleinto the Placement Shares unless a copy thereof has been submitted to Agents within a reasonable period of time before the filing andthe Agents have not reasonably objected thereto (provided, however, that (A) the failure of the Agents to make such objectionshall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representationsand warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agents any advance copy of suchfiling or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to thetransaction herein provided; and provided, further, that the only remedy the Agents shall have with respect to the failureby the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agentsat the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the RegistrationStatement or Prospectus, except for those documents available via EDGAR; and (iv) the Company will cause each amendment or supplementto the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Actor, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the ExchangeAct, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under thisSection 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

(b) Noticeof Commission Stop Orders. The Company will advise the Agents, promptly after it receives notice or obtains knowledge thereof, ofthe issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, ofthe suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threateningof any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stoporder or to obtain its withdrawal if such a stop order should be issued. The Company will advise the Agents promptly after it receivesany request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or anyIssuer Free Writing Prospectus or for additional information related to the offering of the Placement Shares or for additional informationrelated to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.

(c) Deliveryof Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is required to be deliveredby the Agents under the Securities Act with respect to the offer and sale of the Placement Shares, (including in circumstances where suchrequirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), the Company will comply with all requirementsimposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective due dates all reportsand any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a),13(c), 14, 15(d) or any other provision of or under the Exchange Act. If the Company has omitted any information from the RegistrationStatement pursuant to Rule 430B under the Securities Act, it will use its commercially reasonable efforts to comply with the provisionsof and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Agents promptly of all such filings.If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statementof a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing,not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply withthe Securities Act, the Company will promptly notify the Agents to suspend the offering of Placement Shares during such period and theCompany will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct suchstatement or omission or effect such compliance; provided, however, that the Company may delay the filing of any amendment or supplement,if in the judgment of the Company, it is in the best interest of the Company.

(d) Listingof Placement Shares. Prior to the date of the first Placement Notice, the Company will use its reasonable best efforts to cause thePlacement Shares to be listed on the Exchange.

(e) Deliveryof Registration Statement and Prospectus. The Company will furnish to the Agents and their counsel (at the expense of the Company)copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments andsupplements to the Registration Statement or Prospectus that are filed with the Commission during any period in which a Prospectus relatingto the Placement Shares is required to be delivered under the Securities Act (including all documents filed with the Commission duringsuch period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such quantitiesas the Agents may from time to time reasonably request and, at the Agents’ request, will also furnish copies of the Prospectus toeach exchange or market on which sales of the Placement Shares may be made; provided, however, that the Company shall notbe required to furnish any document (other than the Prospectus) to the Agents to the extent such document is available on EDGAR.

(f) EarningStatement. The Company will make generally available to its security holders as soon as practicable, but in any event not later than15 months after the end of the Company’s current fiscal quarter, an earning statement covering a 12-month period that satisfiesthe provisions of Section 11(a) and Rule 158 of the Securities Act. The Agents acknowledge and agree that the Company’s ordinary,timely filed periodic filings with the Commission pursuant to the Exchange Act may be used to satisfy this obligation to the extent consistentwith the requirements set forth herein.

(g) Useof Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”

(h) Noticeof Other Sales. Without the prior written consent of the Agents, the Company will not, directly or indirectly, offer to sell, sell,contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuantto this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire,Ordinary Shares during the period beginning on the fifth (5^th) Trading Day immediately prior to the date on which any PlacementNotice is delivered to Agents hereunder and ending on the fifth (5^th) Trading Day immediately following the final SettlementDate with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspendedprior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directlyor indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant anyoption to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securitiesconvertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the sixtieth(60^th) day immediately following the termination of this Agreement; provided, however, that such restrictionswill not be required in connection with the Company’s issuance or sale of (i) Ordinary Shares, options to purchase OrdinaryShares or Ordinary Shares issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stockownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestmentplan) of the Company whether now in effect or hereafter implemented, (ii) Ordinary Shares issuable upon conversion of securitiesor the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGARor otherwise in writing to the Agents and (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares asconsideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the date of this Agreementwhich are not issued for capital raising purposes.

(i) Changeof Circumstances. The Company will, at any time during the pendency of a Placement Notice, advise the Agents promptly after it shallhave received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect anyopinion, certificate, letter or other document required to be provided to the Agents pursuant to this Agreement.

(j) DueDiligence Cooperation. During the term of this Agreement, the Company will cooperate with any reasonable due diligence review conductedby the Agents or their respective representatives in connection with the transactions contemplated hereby, including, without limitation,providing information and making available documents and senior corporate officers, during regular business hours and at the Company’sprincipal offices, as the Agents may reasonably request.

(k) RequiredFilings Relating to Placement of Placement Shares. The Company shall disclose, in its in its semi-annual reports on Form 6-K and inits annual report on Form 20-F to be filed by the Company with the Commission from time to time, the number of the Placement Shares soldthrough the Agents under this Agreement, and the net proceeds to the Company from the sale of the Placement Shares pursuant to this Agreementduring the relevant period or, in the case of an Annual Report on Form 20-F, during the fiscal year covered by such Annual Report andthe second half of such fiscal year. The Company agrees that on such dates as the Securities Act shall require, the Company will (i) filea prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filingdate under Rule 424(b), a “Filing Date”), which prospectus supplement will set forth, within the relevant period,the amount of Placement Shares sold through the Agents, the Net Proceeds to the Company and the compensation payable by the Company tothe Agents with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement to eachexchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market.

(l) RepresentationDates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each time the Company:

(i) files the Prospectus relating tothe Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other thanthe Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment,sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relatingto the Placement Shares;

(ii) files an annual report on Form20-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previouslyfiled Form 20-F);

(iii) files its unaudited interim financialstatements on Form 6-K; or

(iv) files a current report on Form6-K containing amended financial information under the Exchange Act

(each date of filing of one or more of thedocuments referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shallfurnish the Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained insuch Form 6-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agentsand their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as necessary, torelate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate underthis Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension is in effect, which waivershall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder(which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date.Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when aSuspension was in effect and did not provide the Agents with a certificate under this Section 7(l), then before the Companydelivers the instructions for the sale of Placement Shares or the Agents sell any Placement Shares pursuant to such instructions,the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that theinstructions for the sale of Placement Shares are issued.

(m) LegalOpinion. (1) Prior to the date of the first Placement Notice and (2) within five (5) Trading Days of each Representation Date withrespect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable andexcluding the date of this Agreement, the Company shall cause to be furnished to the Agents a written opinion and negative assurance letterof Reed Smith LLP (“Company U.S. Counsel”), counsel to the Company as to certain matters of U.S. law, a writtenopinion of Maples and Calder (Hong Kong) LLP (“Company Cayman Islands Counsel”), counsel for the Company asto certain matters of Cayman Islands law and a written opinion of Cleary Gottlieb Steen & Hamilton (Hong Kong) (“CompanyICA Counsel”), counsel for the Company as to certain Investment Company Act matters, in form and substance satisfactoryto the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as necessary,to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, that in lieu of such opinionsfor subsequent periodic filings under the Exchange Act, counsel may furnish the Agents with a letter (a “Reliance Letter”)to the effect that the Agents may rely on a prior opinion delivered under this Section 7(m) to the same extent as if it were datedthe date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and theProspectus as amended or supplemented as of the date of the Reliance Letter).

(n) ComfortLetter. (1) On or prior to the date of the first Placement Notice and (2) within five (5) Trading Days of each Representation Datewith respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicableand excluding the date of this Agreement, the Company shall cause its independent registered public accounting firm to furnish the Agentsletters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirementsset forth in this Section 7(n); provided, that if requested by the Agents, the Company shall cause a Comfort Letter to befurnished to the Agents within ten (10) Trading Days of the date of occurrence of any material transaction or event requiring the filingof a Current Report on Form 6-K containing financial information (including the restatement of the Company’s financial statements).The Comfort Letter from the Company’s independent registered public accounting firm shall be in a form and substance satisfactoryto the Agents, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Actand the Public Company Accounting Oversight Board (“PCAOB”), (ii) stating, as of such date, the conclusionsand findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfortletters” to underwriters in connection with registered public offerings (the first such letter, the “Initial ComfortLetter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the InitialComfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, asamended and supplemented to the date of such letter.

(o) MarketActivities; Compliance with Regulation M. The Company will not, directly or indirectly, (i) take any action designed to causeor result in, or that constitutes or would constitute, the stabilization or manipulation of the price of any security of the Company tofacilitate the sale or resale of Ordinary Shares or (ii) sell, bid for, or purchase Ordinary Shares in violation of Regulation M,or pay anyone any compensation for soliciting purchases of the Placement Shares other than the Agents.

(p) InvestmentCompany Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor any of its Subsidiarieswill be or become, at any time prior to the termination of this Agreement, required to register as an “investment company,”as such term is defined in the Investment Company Act.

(q) NoOffer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agents in their capacity asagents hereunder, neither the Agents nor the Company (including its agents and representatives, other than the Agents in their capacityas such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the SecuritiesAct), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shareshereunder.

(r) BlueSky and Other Qualifications. The Company will use its commercially reasonable efforts, in cooperation with the Agents, toqualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares to be offered and sold, under theapplicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agents may designate and to maintain suchqualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for lessthan one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any generalconsent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is notso qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reportsas may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for solong as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).

(s) Sarbanes-OxleyAct. The Company and the Subsidiaries will maintain and keep accurate books and records reflecting their assets and maintain internalaccounting controls in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with GAAP and including those policies and procedures that (i) pertainto the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assetsof the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the Company’sconsolidated financial statements in accordance with GAAP, (iii) that receipts and expenditures of the Company are being made onlyin accordance with management’s and the Company’s directors’ authorization, and (iv) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could havea material effect on its financial statements. The Company and the Subsidiaries will maintain such controls and other procedures, including,without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley Act, and the applicable regulations thereunder that aredesigned to ensure that information required to be disclosed by the Company in the reports that it files or submits under the ExchangeAct is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, including,without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reportsthat it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principalexecutive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regardingrequired disclosure and to ensure that material information relating to the Company or the Subsidiaries is made known to them by otherswithin those entities, particularly during the period in which such periodic reports are being prepared.

(t) Secretary’sCertificate; Further Documentation. Prior to the date of the first Placement Notice, the Company shall deliver to the Agents a certificateof the Secretary of the Company and attested to by an executive officer of the Company, dated as of such date, certifying as to (i) theMemorandum of the Company, (ii) the Articles of Incorporation of the Company, (iii) the resolutions of the Board of Directors of the Companyauthorizing the execution, delivery and performance of this Agreement and the issuance of the Placement Shares and (iv) the incumbencyof the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement. Within five (5) TradingDays of each Representation Date, the Company shall have furnished to the Agents such further information, certificates and documentsas the Agents may reasonably request.

(u) EmergingGrowth Company Status. The Company will promptly notify the Agents if the Company ceases to be an Emerging Growth Company at any timeduring the term of this Agreement.

(v) Staking Activities.Prior to the commencement of any Staking Activities, the Company shall suspend any outstanding Placement Notice and cause Company ICACounsel to issue an opinion to the Agents, in form and substance satisfactory to the Agents and their counsel, prior to the issuanceof a Placement Notice or the sale of Placement Shares.

8. Paymentof Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) thepreparation and filing of the Registration Statement, including any fees required by the Commission, and the printing or electronic deliveryof the Prospectus as originally filed and of each amendment and supplement thereto, in such number as the Agents shall deem necessary,(ii) the printing and delivery to the Agents of this Agreement and such other documents as may be required in connection with the offering,purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of the certificates, ifany, for the Placement Shares to the Agents, including any stock or other transfer taxes and any capital duties, stamp duties or otherduties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agents, (iv) the fees and disbursementsof the counsel, accountants and other advisors to the Company, (v) the fees and expenses of Agents including but not limited to thefees and expenses of the counsel to the Agents, payable upon the execution of this Agreement, (a) in an amount not to exceed $100,000in connection with the execution of this Agreement, (b) in an amount not to exceed $10,000 per calendar quarter thereafter payable inconnection with each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section7(l) for which no waiver is applicable and excluding the date of this Agreement, and (c) in an amount not to exceed $40,000 for eachprogram “refresh” (filing of a new registration statement, prospectus or prospectus supplement relating to the Placement Sharesand/or an amendment of this Agreement) executed pursuant to this Agreement, (vi) the qualification or exemption of the PlacementShares under state securities laws in accordance with the provisions of Section 7(r) hereof, including filing fees, but excludingfees of the Agents’ counsel, (vii) the printing and delivery to the Agents of copies of any Permitted Issuer Free Writing Prospectusand the Prospectus and any amendments or supplements thereto in such number as the Agents shall deem necessary, (viii) the preparation,printing and delivery to the Agents of copies of the blue sky survey, (ix) the fees and expenses of the transfer agent and registrarfor the Ordinary Shares, (x) the filing and other fees incident to any review by FINRA of the terms of the sale of the PlacementShares including the reasonable and documented out-of-pocket fees of the Agents’ counsel (subject to the cap, set forth in clause(v) above), and (xi) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange. The Companyagrees to pay the fees and expenses of counsel to the Agents set forth in clause (v) above by wire transfer of immediately available fundsdirectly to such counsel upon presentation of an invoice containing the requisite payment information prepared by such counsel.

9. Conditionsto Agents’ Obligations. The obligations of the Agents hereunder with respect to a Placement will be subject to the continuingaccuracy and completeness of the representations and warranties made by the Company herein (other than those representations and warrantiesmade as of a specified date or time), to the due performance by the Company of its obligations hereunder, to the completion by the Agentsof a due diligence review satisfactory to it in its reasonable judgment, and to the continuing satisfaction (or waiver by the Agents intheir sole discretion) of the following additional conditions:

(a) RegistrationStatement Effective. The Registration Statement shall have become effective and shall be available for the (i) resale of allPlacement Shares issued to the Agents and not yet sold by the Agents and (ii) sale of all Placement Shares contemplated to be issued byany Placement Notice.

(b) NoMaterial Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any requestfor additional information from the Commission or any other federal or state Governmental Authority during the period of effectivenessof the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statementor the Prospectus; (ii) the issuance by the Commission or any other federal or state Governmental Authority of any stop order suspendingthe effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Companyof any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Sharesfor sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any eventthat makes any statement of a material fact made in the Registration Statement or the Prospectus or any document incorporated or deemedto be incorporated therein by reference untrue or that requires the making of any changes in the Registration Statement, the Prospectusor documents so that, in the case of the Registration Statement, it will not contain an untrue statement of a material fact or omit tostate any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the caseof the Prospectus, it will not contain an untrue statement of a material fact or omit to state a material fact required to be stated thereinor necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) NoMisstatement or Material Omission. The Agents shall not have advised the Company that the Registration Statement or Prospectus, orany amendment or supplement thereto, contains an untrue statement of fact that in the Agents’ reasonable opinion is material, oromits to state a fact that in the Agents’ reasonable opinion is material and is required to be stated therein or is necessary tomake the statements therein not misleading.

(d) MaterialChanges. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shallnot have been any material adverse change in the authorized capital stock of the Company or any Material Adverse Effect or any developmentthat would cause a Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Company’s securities(other than asset backed securities) by any rating organization or a public announcement by any rating organization that it has undersurveillance or review its rating of any of the Company’s securities (other than asset backed securities), the effect of which,in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents (without relieving theCompany of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed withthe offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

(e) Legal Opinions.The Agents shall have received the opinions and negative assurance letters required to be delivered pursuant to Section 7(m) andSection 7(v) on or before the date on which such delivery of such opinions is required pursuant to Section 7(m) and Section7(v).

(f) ComfortLetter. The Agents shall have received the Comfort Letter required to be delivered pursuant to Section 7(n) on or before thedate on which such delivery of such Comfort Letter is required pursuant to Section 7(n).

(g) RepresentationDate Certificate. The Agents shall have received the certificate required to be delivered pursuant to Section 7(l) on or beforethe date on which delivery of such certificate is required pursuant to Section 7(l).

(h) Secretary’sCertificate. The Agents shall have received the certificate required to be delivered pursuant to Section 7(t) on or beforethe date on which delivery of such certificate is required pursuant to Section 7(t).

(i) NoSuspension. Trading in the Ordinary Shares shall not have been suspended on the Exchange and the Ordinary Shares shall not have beendelisted from the Exchange.

(j) OtherMaterials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l), the Company shallhave furnished to the Agents such appropriate further information, opinions, certificates, letters and other documents as the Agents mayreasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof.

(k) SecuritiesAct Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to the issuanceof any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424.

(l) Approvalfor Listing. The Placement Shares shall either have been (i) approved for listing on the Exchange, subject only to notice of issuance,or (ii) the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or prior to, the issuanceof any Placement Notice and the Exchange shall have reviewed such application and not provided any objections thereto.

(m) FINRA.If applicable, FINRA shall have raised no objection to the terms of this offering and the amount of compensation allowable or payableto the Agents as described in the Prospectus.

(n) NoTermination Event. There shall not have occurred any event that would permit the Agents to terminate this Agreement pursuant to Section12(a).

10. Indemnificationand Contribution.

(a) CompanyIndemnification. The Company agrees to indemnify and hold harmless each Agent, its respective affiliates and their respective partners,members, directors, officers, employees and agents and each person, if any, who controls each Agent or any affiliate within the meaningof Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

(i) againstany and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untruestatement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omissionor alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectusor the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessaryin order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) againstany and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amountpaid in settlement of any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened, or ofany claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; providedthat (subject to Section 10(d) below) any such settlement is effected with the written consent of the Company, which consentshall not unreasonably be delayed or withheld; and

(iii) againstany and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of counsel),reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any GovernmentalAuthority, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untruestatement or omission (whether or not a party), to the extent that any such expense is not paid under (i) or (ii) above,

provided, however, that this indemnityagreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omissionor alleged untrue statement or omission made solely in reliance upon and in conformity with the Agents Information (as defined below).

(b) Indemnificationby the Agents. Each Agent, severally and not jointly, agrees to indemnify and hold harmless the Company and its directors and eachofficer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning ofSection 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense describedin the indemnity contained in Section 10(a), as incurred, but only with respect to untrue statements or omissions, or alleged untruestatements or omissions, made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplementthereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with informationrelating to such Agent and furnished to the Company in writing by such Agent expressly for use therein. The Company hereby acknowledgesthat the only information that the Agents have furnished to the Company expressly for use in the Registration Statement, the Prospectus,any Prospectus Supplement or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) are the statements set forthin the tenth paragraph under the caption “Plan of Distribution” in the Prospectus (the “Agents Information”).

(c) Procedure.Any party that proposes to assert the right to be indemnified under this Section 10 will, promptly after receipt of notice of commencementof any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section10, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omissionso to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might have to any indemnifiedparty otherwise than under this Section 10 and (ii) any liability that it may have to any indemnified party under the foregoingprovision of this Section 10 unless, and only to the extent that, such omission results in the forfeiture of substantive rightsor defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying partyof its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering writtennotice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointlywith any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to theindemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifyingparty will not be liable to the indemnified party for any other legal expenses except as provided below and except for the reasonablecosts of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will havethe right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expenseof such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifyingparty, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses availableto it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflictor potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifyingparty (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnifiedparty) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action or counsel reasonablysatisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action;in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying partyor parties. It is understood that the indemnifying party or parties 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 indemnified party or parties. All such fees disbursementsand other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event,be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the priorwritten consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim,action or proceeding relating to the matters contemplated by this Section 10 (whether or not any indemnified party is a party thereto),unless such settlement, compromise or consent (1) includes an express and unconditional release of each indemnified party, in formand substance reasonably satisfactory to such indemnified party, from all liability arising out of such litigation, investigation, proceedingor claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf ofany indemnified party.

(d) SettlementWithout Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse theindemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlementof the nature contemplated by Section 10(a)(ii) effected without its written consent if (1) such settlement is enteredinto more than 45 days after receipt by such indemnifying party of the aforesaid request, (2) such indemnifying party shall havereceived notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (3) such indemnifyingparty shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

(e) Contribution.In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphsof this Section 10 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient fromthe Company or an Agent, the Company and such Agent will contribute to the total losses, claims, liabilities, expenses and damages (includingany investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,suit or proceeding or any claim asserted) to which the Company and the Agents may be subject in such proportion as shall be appropriateto reflect the relative benefits received by the Company on the one hand and each Agent on the other hand. The relative benefits receivedby the Company on the one hand and each Agent on the other hand shall be deemed to be in the same proportion as the total net proceedsfrom the sale of the Placement Shares (before deducting expenses) received by the Company bear to the total compensation received by eachAgent from the sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence isnot permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not onlythe relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and each Agent,on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability, expense or damage, or actionin respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall bedetermined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or allegedomission to state a material fact relates to information supplied by the Company or the Agents, the intent of the parties and their relativeknowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Agents agree thatit would not be just and equitable if contributions pursuant to this Section 10(e) were to be determined by pro rata allocationor by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paidor payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof, referredto above in this Section 10(e) shall be deemed to include, for the purpose of this Section 10(e), any legal or other expensesreasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent consistentwith Section 10(c) hereof. Notwithstanding the foregoing provisions of this Section 10(e), each Agent shall not be requiredto contribute any amount in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation(within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guiltyof such fraudulent misrepresentation. For purposes of this Section 10(e), any person who controls a party to this Agreement withinthe meaning of the Securities Act, any affiliates of each Agent and any officers, directors, partners, employees or agents of each Agentor any of its affiliates, will have the same rights to contribution as that party, and each director of the Company and each officer ofthe Company who signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to theprovisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such partyin respect of which a claim for contribution may be made under this Section 10(e), will notify any such party or parties from whomcontribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be soughtfrom any other obligation it or they may have under this Section 10(e) except to the extent that the failure to so notify suchother party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlemententered into pursuant to the last sentence of Section 10(c) hereof, no party will be liable for contribution with respect to anyaction or claim settled without its written consent if such consent is required pursuant to Section 10(c) hereof. The Agents’respective obligations to contribute pursuant to this Section 10(d) are several in proportion to the respective amount of Placement Sharesthey have sold hereunder, and not joint.

11. Representationsand Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 10 of this Agreement andall representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respectivedates, regardless of (i) any investigation made by or on behalf of the Agents, any controlling persons, or the Company (or any oftheir respective officers, directors, employees or controlling persons), (ii) delivery and acceptance of the Placement Shares andpayment therefor or (iii) any termination of this Agreement.

12. Termination.

(a) AnAgent may terminate this Agreement with respect to itself, by notice to the Company, as hereinafter specified at any time (1) ifthere has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, anyMaterial Adverse Effect, or any development that would have a Material Adverse Effect, in the sole judgment of such Agent is materialand adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the PlacementShares, (2) if there has occurred any material adverse change in the financial markets in the United States or the internationalfinancial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involvinga prospective change in national or international political, financial or economic conditions, in each case the effect of which is suchas to make it, in the judgment of such Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts forthe sale of the Placement Shares, (3) if trading in the Ordinary Shares has been suspended or limited by the Commission or the Exchange,or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange,(4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurredand be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurredand be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such terminationshall be without liability of any party to any other party except that the provisions of Section 8 (Payment of Expenses), Section10 (Indemnification and Contribution), Section 11 (Representations and Agreements to Survive Delivery), Section 17 (GoverningLaw and Time; Waiver of Jury Trial) and Section 18 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstandingsuch termination. If an Agent elects to terminate this Agreement as provided in this Section 12(a), such Agent shall provide therequired notice as specified in Section 13 (Notices).

(b) TheCompany shall have the right, by giving ten (10) Trading Days’ notice as hereinafter specified to terminate this Agreement in itsentirety or with respect to any one or more of the Agents in its sole discretion at any time after the date of this Agreement. Any suchtermination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10,Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination.

(c) EachAgent shall have the right, by giving ten (10) Trading Days’ notice as hereinafter specified to terminate this Agreement with respectto itself in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of anyparty to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section18 hereof shall remain in full force and effect notwithstanding such termination.

(d) ThisAgreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), or (c) above orotherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall inall cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shallremain in full force and effect. Upon termination of this Agreement, the Company shall not have any liability to the Agents for any discount,commission or other compensation with respect to any Placement Shares not otherwise sold by the Agents under this Agreement. To the extentthis Agreement is terminated by one Agent or by the Company with respect to one Agent pursuant to Sections 12(a) (b) or (c) above, thisAgreement shall terminate only with respect to such Agent and shall remain in full force and effect with respect to the Company and theother Agents, unless and until terminated pursuant to Sections 12(a), (b) or (c) above.

(e) Anytermination of this Agreement shall be effective on the date specified in such notice of termination; provided, however,that such termination shall not be effective until the close of business on the date of receipt of such notice by an Agent or the Company,as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Sharesshall settle in accordance with the provisions of this Agreement.

13. Notices.All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreementshall be in writing, unless otherwise specified, and if sent to the Agents, shall be delivered to:

Cantor Fitzgerald & Co.

110 East 59th Street

New York, NY 10022

Attention: Capital Markets

Email:

and:

Cantor Fitzgerald & Co.

110 East 59th Street

New York, NY 10022

Attention: General Counsel

Email:

And:

Yorkville Securities, LLC

1012 Springfield Avenue

Mountainside, NJ 07092

Attention: Senior Managing Director &Legal Counsel
Telephone:

Email:

And:

Canaccord Genuity LLC

1 Post Office Square

30th Floor

Boston, MA 02109

Attention: Equity Capital Markets

Email:

And:

Cohen & Company Capital Markets,

a division of Cohen & Company Securities,LLC

3 Columbus Circle, Floor 24

New York, NY 10019

Attention: General Counsel

Telephone:

Email:

with a copy to:

Duane Morris LLP

22 Vanderbilt

33 Madison Avenue

New York, NY 10017

Attention: JamesT. Seery

Telephone:

Email:

and if to the Company,shall be delivered to:

Aurelion Inc.

Office Unit 6620B, 66/F, The Center

99 Queen’s Road Central

Central, Hong Kong

Attention: Legal team
Telephone:

Email:

with a copy to:

Reed Smith LLP

10 South Wacker Drive

40^th Floor

Chicago, IL 60606-7507
Attention: Ross D. Williams, Esq.; Michael S. Lee, Esq.
Telephone:

Email:

Each party to this Agreementmay change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Eachsuch notice or other communication shall be deemed given (i) when delivered personally, by email, or by verifiable facsimile transmission(with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day,on the next succeeding Business Day, (ii) by Electronic Notice, as set forth below, (iii) on the next Business Day after timely deliveryto a nationally-recognized overnight courier and (iv) on the Business Day actually received if deposited in the U.S. mail (certifiedor registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day”shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.

An electronic communication(“Electronic Notice”) shall be deemed written notice for purposes of this Section 13 if sent to the electronicmail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sendingElectronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shallbe entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”) which shall besent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.

14. Successorsand Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and each Agent and their respective successorsand the parties referred to in Section 10 hereof. References to any of the parties contained in this Agreement shall be deemed to includethe successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon any partyother than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities underor by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations underthis Agreement without the prior written consent of the other party; provided, however, that an Agent may assign its rights and obligationshereunder to an affiliate thereof without obtaining the Company’s consent, so long as such affiliate is a registered broker dealer.

15. Adjustmentsfor Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted totake into account any stock split, stock dividend or similar event effected with respect to the Placement Shares.

16. EntireAgreement; Amendment; Severability; Waiver. This Agreement (including all schedules and exhibits attached hereto and Placement Noticesissued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings,both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof maybe amended except pursuant to a written instrument executed by the Company and the Agents. In the event that any one or more of the provisionscontained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competentjurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable,and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provisionwas not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereofshall be in accordance with the intent of the parties as reflected in this Agreement. No implied waiver by a party shall arise in theabsence of a waiver in writing signed by such party. No failure or delay in exercising any right, power, or privilege hereunder shalloperate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exerciseof any right, power, or privilege hereunder.

17. GOVERNINGLAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFNEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY HEREBYIRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISINGOUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

18. CONSENTTO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THECITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATEDHEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLYSUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUEOF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESSBEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED)TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT 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 ANYMANNER PERMITTED BY LAW.

19. Appointmentof Agent for Service. The Company hereby irrevocably appoints Cogency Global Inc. as its agent for service of process in any suit,action or proceeding described in Section 19 and agrees that service of process in any suit, action or proceeding may be made upon itat the office of such agent. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personaljurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the Company’s agentfor service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments,that may be necessary to continue such appointment in full force and effect.

20. Useof Information. The Agents may not use any information gained in connection with this Agreement and the transactions contemplatedby this Agreement, including due diligence, to advise any party with respect to transactions not expressly approved by the Company.

21. Counterparts.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shallconstitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile, electronicmail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the ElectronicSignatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so deliveredshall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

22. Construction.The section and exhibit headings herein are for convenience only and shall not affect the construction hereof. References hereinto any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority shall be deemed to refer tosuch law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority as amended, reenacted, supplementedor superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder.

23. PermittedFree Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agents,and each Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company, it has not made and willnot make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitutea “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writingprospectus consented to by the Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free WritingProspectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectusas an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirementsof Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legendingand record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21hereto are Permitted Free Writing Prospectuses.

24. Absenceof Fiduciary Relationship. The Company acknowledges and agrees that:

(a) eachAgent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transactioncontemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Companyor any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand,and such Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespectiveof whether or not any Agent has advised or is advising the Company on other matters, and the Agents have no obligation to the Companywith respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;

(b) itis capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplatedby this Agreement;

(c) neitherthe Agents nor their respective affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactionscontemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemedappropriate;

(d) itis aware that the Agents and their respective affiliates are engaged in a broad range of transactions which may involve interests thatdiffer from those of the Company and the Agents and their respective affiliates have no obligation to disclose such interests and transactionsto the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and

(e) itwaives, to the fullest extent permitted by law, any claims it may have against the Agents or their respective affiliates for breach offiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees thatthe Agents and their respective affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) toit in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or theCompany, employees or creditors of Company.

25. Definitions.As used in this Agreement, the following terms have the respective meanings set forth below:

“Applicable Time”means (i) each Representation Date, (ii) the time of each sale of any Placement Shares pursuant to this Agreement and (iii) each SettlementDate.

“GovernmentalAuthority” means (i) any federal, provincial, state, local, municipal, national or international government or governmentalauthority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court,tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision ofany of the foregoing.

“Issuer Free WritingProspectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the PlacementShares that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that is a “writtencommunication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) isexempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Shares or of the offering thatdoes not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to befiled, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act Regulations.

“Rule 164,”“Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,”“Rule 424(b),” “Rule 430B,” and “Rule 433”refer to such rules under the Securities Act Regulations.

All references in this Agreementto financial statements and schedules and other information that is “contained,” “included” or “stated”in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all suchfinancial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus,as the case may be.

All references in this Agreementto the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copyfiled with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any IssuerFree Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to includethe copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to theProspectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection withany offering, sale or private placement of any Placement Shares by the Agents outside of the United States.

[Signature Page Follows]

If the foregoing correctlysets forth the understanding between the Company and the Agents, please so indicate in the space provided below for that purpose, whereuponthis letter shall constitute a binding agreement between the Company and the Agents.

[Signature Page to Sales Agreement]

[Signature Page to Sales Agreement]

Exhibit 99.1 

Aurelion Inc. (NASDAQ: AURE) Enters intoSales Agreement for At-The-Market Offering

Hong Kong, January 8, 2026 /PRNewswire/ -- AurelionInc. (NASDAQ: AURE) (“Aurelion”) today announced that it has entered into an at-the-market (“ATM”) equity offeringsales agreement (the “ATM Sales Agreement”), under which Aurelion may, from time to time, offer and sell shares of its ClassA Ordinary Shares (the “Class A Ordinary Shares”) having an aggregate offering price of up to $500,000,000 (the “ATM Shares”),through or to any of the sales agents named therein.

Sales of ATM Shares, if any, will be made at or related to then-prevailingmarket prices and, as a result, prices may vary. Aurelion will set the parameters for the sale of ATM Shares under the ATM program,including the number of shares to be issued, the dates on which such sales are anticipated to be made, any limitation on the number ofATM Shares that may be sold in one trading day, any minimum price below which sales may not be made and any other sales parameters asAurelion deems appropriate. Aurelion is not obligated to sell any ATM Shares under the ATM program.

Cantor Fitzgerald & Co. (“Cantor”), Yorkville Securities,LLC (“Yorkville Securities”), Canaccord Genuity LLC (“Canaccord”), and Cohen & Company Capital Markets, adivision of Cohen & Company Securities, LLC (“Cohen & Company”; each of Cantor, Yorkville Securities, Canaccord, andCohen & Company individually an “Agent” and collectively, the “Agents”) are serving as sales agents. Underthe ATM Sales Agreement, the Agents may sell the ATM Shares, using commercially reasonable efforts consistent with their normal tradingand sale practices, by any method that is deemed to be an “at the market offering” as defined in Rule 415 promulgated underthe Securities Act of 1933, as amended.

The ATM Sales Agreement will terminate upon the earlier of (i) thesale of all ATM Shares subject to the ATM Sales Agreement and (ii) termination of the ATM Sales Agreement in accordance with the termsand conditions set forth therein.

Any ATM Shares to be offered and sold under the ATM Sales Agreementwill be issued pursuant to Aurelion’s Registration Statement on Form F-3 (File No. 333-290953), which was filed with the Securities andExchange Commission (“SEC”) on October 20, 2025 and declared effective on December 23, 2025, and as supplemented by a prospectussupplement, dated January 8, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act in connection with the offering.Any offer, solicitation or sale will be made only by means of the prospectus supplement and the accompanying prospectus. Current and potentialinvestors should read the Registration Statement, the prospectus supplement relating to the ATM program and other documents that Aurelionhas filed with the SEC for more complete information about Aurelion and the ATM program, which may be obtained free of charge at the websitemaintained by the SEC at www.sec.gov.

This press release does not constitute an offer to sell or a solicitationof an offer to buy, nor shall there be any offer or sale of the ATM Shares in any state or jurisdiction in which the offer, solicitation,or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

About Aurelion

Aurelion is NASDAQ’s first Tether Gold (XAU₮) Real World Asset(RWA) company focused on developing a business around tokenized gold. XAU₮ combines the stability of physical gold with the efficiencyof blockchain, providing investors access to tokenized gold reserve that could serve as a safe haven to inflation, currency devaluationand crypto volatility. In parallel to building a business around the development of tokenized gold, Aurelion provides wealth managementand asset management services. 

Forward-Looking Statements

This press release contains “forward-looking statements”within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements inthis press release other than statements of historical facts are “forward-looking statements”. These statements may be identifiedby words “anticipate,” “aspire,” “intend,” “plan,” “offer,” “goal,” “objective,”“potential,” “seek,” “believe,” “project,” “estimate,” “expect,” “forecast,”“assume,” “strategy,” “target,” “trend,” “future,” “likely,” “may,”“should,” “could”, “will” and variations of these words or similar expressions that are intended to identifyforward-looking statements, although not all forward-looking statements contain these words. These statements are based on assumptionsand assessments made by Aurelion in light of its experience and perception of historical trends, current conditions, future developmentsand other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relateto events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statementsin this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-lookingstatements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance canbe given that such expectations will prove to be correct, and you are therefore cautioned not to place undue reliance on these forward-lookingstatements which speak only as at the date of this announcement.

Forward-looking statements are not guarantees of future performance.Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results andare based on certain key assumptions. Such risks and uncertainties include, but are not limited to, our ability to successfully implementour digital asset treasury strategy. Many factors could cause actual results to differ materially from those projected or implied in anyforward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-lookingstatements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, includingtariffs and trade wars. If any one or more of these risks or uncertainties materialize or if any one or more of the assumptions proveincorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should thereforebe construed in the light of such factors. You are urged to carefully review and consider any cautionary statements and other disclosures,including the statements made under the heading “Risk Factors” in Aurelion, Inc.’s Annual Report on Form 20-F for the fiscalyear ended September 30, 2025 and subsequent filings on Form 6-K and other documents that may be filed from time to time with the SEC. TheCompany expressly disclaims any obligation to update any forward-looking statements contained herein, whether as a result of any new information,future events, changed circumstances or otherwise, except as otherwise required by law.

Contacts

Investor Contact: ir@aurelion.com

SOURCE Aurelion Inc.