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 December 2024
Commission File Number: 001-41840
WEBUY GLOBAL
LTD
(Translation of registrant’s name into
English)
35 Tampines Street 92
Singapore 528880
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On December 16, 2024, WEBUY GLOBAL LTD
(the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional
investors named thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct
offering (the “Registered Direct Offering”): (i) 5,372,792 shares of Class A ordinary shares (the “Class A Ordinary
Shares”) of the Company, par value $0.000000385 per share (the “Shares”), at a purchase price of $0.1756 per share;
and (ii) pre-funded warrants to purchase up to 15,640,447 Class A Ordinary Shares (the “Pre-Funded Warrants”) at a purchase
price of $$0.1755 to the purchase price for Shares, less the exercise price of $0.0001 per share.
The Registered Direct Offering
closed on December 17, 2024. The Company received approximately $3.7 million in gross proceeds from the Registered Direct Offering, before
deducting placement agent fees and estimated offering expenses. The Company intends to use the net proceeds from the Registered Direct
Offering for working capital and general corporate purposes.
The Pre-Funded Warrants were
sold to the Purchasers, whose purchase of the Shares in the Registered Direct Offering would otherwise have resulted in the Purchasers,
together with its affiliates and certain related parties, beneficially owning more than 9.99% of the outstanding share capital of the
Company following the consummation of the Registered Direct Offering. Each Pre-Funded Warrant represents the right to purchase one Class
A Ordinary Share at an exercise price of $0.0001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at
any time until the Pre-Funded Warrants are exercised in full (subject to the beneficial ownership limitation described above).
The Purchase Agreement contains
customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the
Company, other obligations of the parties, and termination provisions. Additionally, each of the directors and executive officers of the
Company entered into a lock-up agreement, pursuant to which they agreed not to sell or transfer any of the Company securities which they
hold, subject to certain customary exceptions, during the ninety (90)-day period following the closing of the Registered Direct Offering.
In addition, the Company agreed
that for a period of ninety (90) days from the closing date of the Registered Direct Offering, it will not, including but not limited
to,: (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of capital stock or equivalent
securities; or (ii) file or caused to be filed any registration statement relating to the offering of any shares of capital stock of the
Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, except the filing
of a Form S-8 registration statement covering the employee stock option plan. In addition, the Company agreed that it will not conduct
any sales of Class A Ordinary Shares or equivalent securities involving a variable rate transaction (as defined in the Purchase Agreement)
for a period of thirty (30) days from the closing date of the Registered Direct Offering, subject
to certain exceptions as described in the Purchase Agreement.
The Shares, the Pre-Funded
Warrants and the Class A Ordinary Shares underlying the Pre-funded Warrants were offered by the Company pursuant to a registration statement
on Form F-3 (File No.333-283356) (the “Registration Statement”), previously filed and declared effective by the Securities
and Exchange Commission (the “Commission”) on December 3, 2024, the base prospectus filed as part of the Registration Statement,
and the prospectus supplement dated December 16, 2024 (the “Prospectus Supplement”).
On December 16, 2024, the
Company entered into a placement agency agreement (the “Placement Agency Agreement”) with D.
Boral Capital LLC (“DBC” or the “Placement Agent”), pursuant
to which the Company engaged DBC as the exclusive placement agent in connection with the
Registered Direct Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares and the
Pre-Funded Warrants. In addition, under the Placement Agency Agreement the Company agreed to pay the Placement Agent a placement agent
fee in cash equal to seven percent (7.0%) of the aggregate gross proceeds raised from the sale. The Company also agreed to reimburse the
Placement Agent at closing for legal and other expenses incurred by them in connection with the Registered Direct Offering in an amount
not to exceed $180,000. Furthermore, the Placement Agent was granted a right of first refusal
for a period of six (6) months from the closing date of the Registered Direct Offering.
The foregoing summaries of
the Placement Agency Agreement, the Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are subject to,
and qualified in their entirety by, such documents filed as Exhibits 10.1, 10.2 and 4.1, respectively, hereto and incorporated by reference
herein. Copies of the press release related to the Registered Direct Offering entitled “WEBUY GLOBAL LTD Announces Pricing of
$3.7 Million Registered Direct Offering” and “WEBUY GLOBAL LTD Announces Closing of $3.7 Million Registered Direct Offering”
are furnished as Exhibit 99.1 and 99.2 hereto and are incorporated by reference herein.
Copies of the opinions of
Conyers Dill & Pearman Pte. Ltd and Ortoli Rosenstadt LLP relating to the legality of the issuance and sale of the Shares and the
Pre-Funded Warrants, respectively, are filed as Exhibits 5.1 and 5.2 hereto, respectively.
This Report is
incorporated by reference into the registration statements on Form S-8 (File No. 333-283855) and Form
F-3 (File No. 333-283356) of the Company, filed with the Commission, to be a part thereof from the date on which this
report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
This Report shall not constitute
an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in
any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
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 and
other Federal securities laws. For example, the Company is using forward-looking statements when it discusses the closing of the Registered
Direct Offering. All statements other than statements of historical facts included in this Report are forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current
beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events
and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control.
The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial
condition to differ materially from those indicated in the forward-looking statements include the risks and uncertainties described in
the Company’s annual report on Form 20-F for the year ended December 31, 2023, filed with the Commission on April 15, 2024, and
the Company’s other filings with the Commission. The Company undertakes no obligation to publicly update any forward-looking statement,
whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Exhibit Index
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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WEBUY GLOBAL LTD |
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|
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By: |
/s/ Bin Xue |
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Name: |
Bin Xue |
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Title: |
Chief Executive Officer |
Date: December 19, 2024
4
Exhibit 4.1
PRE-FUNDED CLASS A ORDINARY SHARES PURCHASE
WARRANT
WEBUY GLOBAL LTD
| Warrant Shares: [ ] |
Initial Exercise Date: December [ ], 2024 |
THIS PRE-FUNDED CLASS A ORDINARY
SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”)
but not thereafter, to subscribe for and purchase from WEBUY GLOBAL LTD, A Cayman Islands company (the “Company”),
up to [ ] Class A Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of
one Class A Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
(the “Purchase Agreement”), dated December [ ], 2024, among the Company and the purchasers signatory thereto.
Section 2. Exercise.
a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on
or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted
by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”).
Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the
Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank
unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of
Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant
to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,
in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable following the
date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a
portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall
maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection
to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this
Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant
Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on
the face hereof.
b) Exercise
Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share, was pre-funded
to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise
price of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The
Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance
or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remaining
unpaid exercise price per Class A Ordinary Share under this Warrant shall be $0.0001, subject to adjustment hereunder (the “Exercise
Price”).
c) Cashless
Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which
the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A) = as applicable:
(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)
both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant
to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation
NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading
Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Class A Ordinary Shares on the principal
Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable
Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered
within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day)
pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise
is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular
trading hours” on such Trading Day;
(B) = the Exercise
Price of this Warrant, as adjusted hereunder; and
(X) = the number
of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were
by means of a cash exercise rather than a cashless exercise.
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not
to take any position contrary to this Section 2(c).
“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Class A Ordinary Shares are then
listed or quoted on a Trading Market, the bid price of the Class A ordinary Shares for the time in question (or the nearest preceding
date) on the Trading Market on which the Class A Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”)
or the OTCQX Best Market (“OTCQX”) is not a Trading Market, the volume weighted average price of the Class A ordinary
Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Class A Ordinary Shares are not then
listed or quoted for trading on OTCQB or OTCQX and if prices for the Class A ordinary Shares are then reported on The Pink Open Market
(the “Pink Market”) operated by the OTC Markets, Inc. (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per Class A Ordinary Share so reported, or (d) in all other cases, the fair market
value of a Class A Ordinary Share as determined by an independent appraiser selected in good faith by the Holders of a majority in interest
of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Class A Ordinary Shares are then
listed or quoted on a Trading Market, the daily volume weighted average price of the Class A Ordinary Shares for such date (or the nearest
preceding date) on the Trading Market on which Class A Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a
Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB or the OTCQX is not a Trading Market,
the volume weighted average price of the Class A Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Class A Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Class A Ordinary
Shares are then reported on the Pink Market (or a similar organization or agency succeeding to its functions of reporting prices), the
most recent bid price per Class A Ordinary Share so reported, or (d) in all other cases, the fair market value of a Class A Ordinary
Share as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then
outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
i. Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company
through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system
and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant
to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to
such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading
Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement
Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”).
Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of
the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares,
provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of
(i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice
of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant
Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant
Shares subject to such exercise (based on the VWAP of the Class A Ordinary Shares on the date of the applicable Notice of Exercise), $10
per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant Share Delivery Date) for
each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The
Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and
exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number
of Trading Days, on the Company’s primary Trading Market with respect to the Class A Ordinary Shares as in effect on the date of
delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to
12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase
Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial
Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of
the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.
ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.
iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section
2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its
broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Class A Ordinary
Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise
(a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the Class A Ordinary Shares so purchased exceeds (y) the amount obtained
by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise
at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the
Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in
which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Class A ordinary Shares that would have been
issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Class
A Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Class A Ordinary
Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding
sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts
payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall
limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Class A Ordinary
Shares upon exercise of the Warrant as required pursuant to the terms hereof.
v. No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.
vi. Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form, attached hereto as Exhibit B, duly executed by the Holder and the Company
may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vii. Closing
of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
| e) | Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant,
and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that
after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s
Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates any other Persons
whose beneficial ownership of the Ordinary Shares would or could be aggregated with the Holder’s for the purposes of Section 13(d)
of the Exchange Act (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership
Limitation (as defined below). For purposes of the foregoing sentence, the number of Class A ordinary Shares beneficially owned by the
Holder and its Affiliates and Attribution Parties shall include the number of Class A Ordinary Shares issuable upon exercise of this Warrant
with respect to which such determination is being made, but shall exclude the number of Class A Ordinary Shares which would be issuable
upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or
Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company
(including, without limitation, any other Class A Ordinary Shares Equivalents) subject to a limitation on conversion or exercise analogous
to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth
in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not
representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible
for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies,
the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates
and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission
of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable,
in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy
of such determination and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership
Limitation, except to the extent the Holder relies on the number of outstanding Ordinary Shares that was provided by the Company. In addition,
a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Class
A Ordinary Shares, a Holder may rely on the number of outstanding Class A Ordinary Shares as reflected in (A) the Company’s most
recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or
(C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Class A ordinary Shares outstanding.
Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder
the number of Class A Ordinary Shares then outstanding. In any case, the number of outstanding Class A Ordinary Shares shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates
or Attribution Parties since the date as of which such number of outstanding Class A Ordinary Shares was reported. The “Beneficial
Ownership Limitation” shall be [4.99/9.99%] of the number of Class A Ordinary
Shares outstanding immediately after giving effect to the issuance of Class A Ordinary Shares issuable upon exercise of this Warrant.
The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e),
provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Class A Ordinary Shares outstanding immediately
after giving effect to the issuance of Class A Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of
this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st
day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable
to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. |
Section 3. Certain
Adjustments.
a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions on Class A Ordinary Shares or any other equity or equity equivalent securities payable in Class A Ordinary
Shares (which, for avoidance of doubt, shall not include any Class A Ordinary Shares issued by the Company upon exercise of this Warrant),
(ii) subdivides outstanding Class A Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock
split) outstanding Class A Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of Class A Ordinary Shares
any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of Class A Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which
the denominator shall be the number of Class A Ordinary Shares outstanding immediately after such event, and the number of shares issuable
upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.
Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.
b) Reserved.
c) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells
any Class A Ordinary Shares Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of ordinary shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number
of Class A Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Class A Ordinary Shares are
to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder
shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Class A Ordinary Shares as
a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until
such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
d) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of Class A Ordinary Shares, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after
the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent
that the Holder would have participated therein if the Holder had held the number of Class A Ordinary Shares acquirable upon complete
exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership
Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as
of which the record holders of Class A Ordinary Shares are to be determined for the participation in such Distribution (provided,
however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding
the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the
beneficial ownership of any Class A Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the
time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has
exercised this Warrant.
e) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one
or a series of related transactions, provided, however that the sale by the Company of any Subsidiary, other than a Material Subsidiary,
does not constitute a Fundamental Transaction (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by
the Company or another Person) is completed pursuant to which holders of Class A Ordinary Shares are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Class A Ordinary
Shares or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more
related transactions effects any reclassification, reorganization or recapitalization of the Class A Ordinary Shares or any compulsory
share exchange pursuant to which the Class A Ordinary Shares are effectively converted into or exchanged for other securities, cash or
property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement)
with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding Class A Ordinary Shares
or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon
any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable
upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to
any limitation in Section 2(e) on the exercise of this Warrant), the number of Class A Ordinary Shares of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of Class A Ordinary Shares for which this Warrant is
exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this
Warrant). “Material Subsidiary” shall mean any subsidiary of the Company that is material to the business and operations
of the Company as described in the SEC Reports. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Class A Ordinary
Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Class A Ordinary Shares
are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given
the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in
accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the
Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder,
deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor
Entity (or its parent entity) equivalent to the Class A Ordinary Shares acquirable and receivable upon exercise of this Warrant (without
regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies
the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Class A Ordinary Shares
pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such
exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,
the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation
of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company”
shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity
or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the
Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other
Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had
been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section
3(e) regardless of (i) whether the Company has sufficient authorized Class A Ordinary Shares for the issuance of Warrant Shares and/or
(ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.
f) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 3, the number of Class A Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the
number of Class A Ordinary Shares (excluding treasury shares, if any) issued and outstanding.
g) Notice
to Holder.
i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number
of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Class
A Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Class A Ordinary Shares,
(C) the Company shall authorize the granting to all holders of the Class A Ordinary Shares rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection
with any reclassification of the Class A Ordinary Shares, any consolidation or merger to which the Company (or any of its Subsidiaries)
is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Class A Ordinary
Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder
at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Class A
Ordinary Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the
date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close,
and the date as of which it is expected that holders of the Class A Ordinary Shares of record shall be entitled to exchange their Class
A Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer
or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect
the validity of the corporate action required to be specified in such notice, provided, further that no notice shall be required if the
information is disseminated in a press release or document filed with the Commission within such time period. To the extent that any notice
provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 6-K. The Holder shall remain
entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering
such notice except as may otherwise be expressly set forth herein.
Section 4. Transfer
of Warrant.
a) Transferability.
This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this
Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the
Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.
b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be
identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder
of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.
Section 5. Miscellaneous.
a) No
Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set
forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to
Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required
to net cash settle an exercise of this Warrant.
b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include
the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make
and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day.
d) Authorized
Shares.
The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Class A Ordinary Shares a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing
the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Class A Ordinary Shares may be listed. The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid
and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously with such issue).
Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts
to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary
to enable the Company to perform its obligations under this Warrant.
Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.
e) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.
f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not
utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws and in such case, the Holder,
by the acceptance hereof, represents and warrants that the Holder will acquire such Warrant Shares issuable upon such exercise for its
own account and not with a view to or for distributing or reselling Warrant Shares or any part thereof in violation of the Securities
Act or any applicable state securities laws.
g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this
Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results
in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder
in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in
accordance with the notice provisions of the Purchase Agreement.
i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Class A Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors
of the Company.
j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.
k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares.
l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and
the Holder of this Warrant, on the other hand.
m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
********************
(Signature Page Follows)
IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
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WEBUY GLOBAL LTD |
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Name: |
Bin Xue |
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Chief Executive Officer |
EXHIBIT A
NOTICE OF EXERCISE
To:
WEBUY GLOBAL LTD
(1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment
shall take the form of (check applicable box):
☐ in
lawful money of the United States; or
☐ the
cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to
exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).
(3) Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The Warrant Shares shall be delivered to the following
DWAC Account Number:
_______________________________
_______________________________
_______________________________
[SIGNATURE
OF HOLDER]
Name of Investing Entity: ________________________________________________________________________
Signature of Authorized Signatory of Investing
Entity: _________________________________________________
Name of Authorized Signatory: ___________________________________________________________________
Title of Authorized Signatory: ____________________________________________________________________
Date: ________________________________________________________________________________________
EXHIBIT B
ASSIGNMENT FORM
(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)
FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to
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Exhibit 5.1
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CONYERS
DILL & PEARMAN PTE. LTD.
9 Battery Road
#20-01 MYP Centre
Singapore 049910
T +65 6223 6006
conyers.com |
17 December 2024
Matter No. 1005051
WEBUY GLOBAL LTD
35 Tampines Street 92
Singapore 528880
Dear Sir/Madam,
Re: WEBUY GLOBAL LTD (the “Company”)
We have acted as special Cayman Islands legal
counsel to the Company in connection with a public offering (the “Offering”) in the United States of an aggregate of
(i) 5,372,792 class A ordinary shares of a par value of US$0.000000385 each (the “Class A Ordinary Shares”) of the
Company (the “Offer Shares”); (ii) 15,640,447 pre-funded warrants (the “Pre-Funded Warrants”) to
purchase 15,640,447 Class A Ordinary Shares exercisable at an exercise price of US$0.001 per share (the “Warrant Shares”)
each as described in the Registration Statement and the Prospectus (both as defined below).
For the purposes of giving this opinion, we have
examined and relied upon copies of the following documents:
| 1.1 | a copy of the executed securities purchase agreement made among Orca Capital AG, Lind Global Fund II LP
(collectively, the “Investors”) and the Company dated 16 December 2024 (the “SPA”); |
| 1.2 | a copy of the executed Pre-Funded Warrants issued by the
Company to Orca Capital AG dated 17 December 2024; |
| 1.3 | a copy of the placement agency agreement made between the
Company and D. Boral Capital LLC dated 16 December 2024 (the “Placement Agency Agreement”, together with the SPA and
the Pre-Funded Warrants, the “Transaction Documents”); |
| 1.4 | a copy of the Company’s registration statement on Form F-3 (File No. 333-283356) (the “Form
S-3”) filed with the Securities and Exchange Commission in the United States (“SEC”) on 20 November 2024
and declared effective by the SEC on 3 December 2024 (the “Registration Statement”); and |
| 1.5 | a copy of the prospectus contained in the Registration Statement (the “Base Prospectus”)
and the prospectus supplement dated 16 December 2024 (the “Prospectus Supplement”, together with the Base Prospectus,
the “Prospectus”) relating to the Offering of the Offer Shares and the Pre-Funded Warrants. |
Company Registration Number: 200903993W
We have also reviewed
copies of:
| 1.6 | the written resolutions of all the directors of the Company dated 16 December 2024 (the “Resolutions”); |
| 1.7 | the second amended and restated memorandum of association (the “Memorandum of Association”)
and second amended and restated articles of association of the Company adopted on 8 March 2024 (the “M&As”); |
| 1.8 | a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 16 December
2024 (the “Certificate Date”); and |
| 1.9 | such other documents and made such enquiries as to questions of law as we have deemed necessary in order
to render the opinion set forth below. |
We have assumed:
| 2.1 | the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether
or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; |
| 2.2 | that where a document has been examined by us in draft form, it will be or has been executed and/or filed
in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or
otherwise drawn to our attention; |
| 2.3 | the capacity, power and authority of each of the parties to the Transaction Documents other than the Company,
to enter into and perform its respective obligations under the Transaction Documents; |
| 2.4 | the accuracy and completeness of all factual representations made in the Placement Agency Agreement, the
Pre-Funded Warrants, the Registration Statement, the Prospectus and other documents reviewed by us; |
| 2.5 | that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by
unanimous written resolutions, will remain in full force and effect and will not be rescinded or amended; |
| 2.6 | that the M&As and the Pre-Funded Warrants will not be amended in any manner that would affect the
opinions expressed herein; |
| 2.7 | that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would
have any implication in relation to the opinions expressed herein; |
| 2.8 | that on the date of entering into the Transaction Documents and the date(s) of allotment (where applicable)
and issuance of any the Offer Shares, Pre-Funded Warrants and Warrant Shares (the “Securities”), the Company is, and
after entering into the Transaction Documents and any such allotment and issuance of Securities the Company is and will be able to, pay
its debts; |
| 2.9 | that the issue of the Securities by the Company is in furtherance of its objects as set out in the Memorandum
of Association; |
| 2.10 | that the Company will have sufficient authorized and unissued Class A Ordinary Shares to effect the issue
of the Warrant at the time of issuance; |
| 2.11 | that the form and terms of any and all Securities, the issuance and sale of any Securities by the Company,
and the Company’s incurrence and performance of its obligations thereunder or in respect thereof (including, without limitation,
its obligations under any related agreement, indenture or supplement thereto) in accordance with the terms thereof will not violate the
M&As nor any applicable law, regulation, order or decree in the Cayman Islands; |
| 2.12 | that no invitation has been or will be made by or on behalf of the Company to the public in the Cayman
Islands to subscribe for any Securities, and that neither the Pre-Funded Warrants nor the Warrants Shares to be issued pursuant to the
Pre-Funded Warrants will be issued to residents of the Cayman Islands; |
| 2.13 | that all necessary corporate action will be taken to authorise and approve any issuance of the Securities,
the terms of any offering thereof and related matters, and that the Transaction Documents and any applicable supplements to the Prospectus,
and any other purchase, underwriting or similar agreement thereto will be duly approved, executed and delivered by or on behalf of the
Company and all other parties thereto; |
| 2.14 | that upon the issue of the Offer Shares or the Warrant Shares, the Company will receive consideration
for the full issue price thereof which shall be equal to at least the par value of the Class A Ordinary Shares; |
| 2.15 | that the Securities to be offered and sold, will be, legal, valid, binding and enforceable against all
relevant parties in accordance with their terms pursuant to the applicable governing law and jurisdiction (except to the extent that we
expressly opine herein on matters of Cayman Islands law); |
| 2.16 | that neither the Company nor any of its shareholders is a sovereign entity of any state and none of them
is a subsidiary, direct or indirect, of any sovereign entity or state; |
| 2.17 | the issuance and sale of and payment for the Securities will be in accordance with the Transaction Documents
and any other purchase, underwriting or similar agreement duly approved by the board of directors of the Company and/or, where so required,
the shareholders of the Company, and the Registration Statement (including the Prospectus, any post-effective amendment thereto and any
Prospectus Supplement); |
| 2.18 | there is no contractual or other prohibition or restriction (other than as arising under Cayman Islands
law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Registration Statement
and the Transaction Documents; |
| 2.19 | the Company has not taken any action to appoint a restructuring officer; |
| 2.20 | the validity and binding effect under the laws of the United States of America of the Registration Statement
and the Prospectus and that the Registration Statement will be duly filed with or declared effective by the Commission; and |
| 2.21 | that the Prospectus, when published, will be in substantially the same form as that examined by us for
purposes of this opinion. |
We have made no investigation of and express no
opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed
in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman
Islands.
On the basis of and subject to the foregoing,
we are of the opinion that:
| 4.1 | The Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate
of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (the “Act”), a
company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no
knowledge that the company is in default under the Act. |
| 4.2 | When issued and paid for as contemplated by the Resolutions and the Registration Statement and registered
in the register of members of the Company, the Offer Shares will be validly issued, fully paid and non-assessable (which term when used
herein means that no further sums are required to be paid by the holders thereof in connection with the issue of such shares). |
| 4.3 | When issued and paid for as contemplated in the Resolutions, the Pre-Funded Warrants, the Registration
Statement and the Prospectus and registered in the register of members of the Company, the Warrant Shares will be validly issued, fully
paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection
with the issue thereof). |
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement (as an exhibit to a Report of Foreign Private Issuer on Form 6-K that is incorporated
by reference in the Registration Statement) and to the references to our firm under the captions “Enforceability of Civil Liabilities”
and “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not hereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission
promulgated thereunder.
Yours faithfully,
/s/ Conyers Dill & Pearman Pte. Ltd.
Conyers Dill & Pearman Pte. Ltd.
conyers.com | 4
Exhibit 5.2
 |
366 Madison Avenue
3rd Floor
New York, NY 10017
tel:
(212) 588-0022
fax: (212) 826-9307 |
December 17, 2024
WEBUY GLOBAL LTD
35 Tampines Street 92
Singapore 528880
Re: WEBUY GLOBAL LTD
Ladies and Gentlemen:
We have acted as U.S. securities
counsel to WEBUY GLOBAL LTD, a company established under the laws of the Cayman Islands (the “Company”), in connection with
the issuance and sale of (i) 5,372,792 shares of Class A Ordinary Shares (the “Shares”) of the Company, par value $0.000000385
per share (the “Class A Ordinary Share”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase
an aggregate of up to 15,640,447 Class A Ordinary Shares (the “Warrant Shares”) pursuant to a Securities Purchase Agreement,
dated as of December 16, 2024, between the Company and the purchasers identified on the signature pages thereto (the “Purchase Agreement”).
The Company and D. Boral Capital LLC (the “Placement Agent”) have entered into a placement agency agreement, dated December
16, 2024 (the “Placement Agency Agreement”).
The Company registered the
sale of the Shares, the Pre-Funded Warrants, and the Warrant Shares, to be issued and sold pursuant to the Placement Agency Agreement,
Purchase Agreement and the Pre-Funded Warrants by means of a prospectus supplement filed with the U.S. Securities and Exchange Commission
(the “SEC”) on December 17, 2024 (the “Prospectus Supplement”), related to the registration statement on Form
F-3 (File No. 333-283356) including the base prospectus (the “Base Prospectus”), dated November 20, 2024 (the “Registration
Statement”), which was initially filed with the SEC on November 20, 2024 and declared effective on December 3, 2024. All capitalized
terms used herein and not expressly defined herein have the definitions specified in the Placement Agency Agreement, if not contradictory,
and the Purchase Agreement. This opinion is being furnished to you in connection with the Registration Statement, the Base Prospectus
and the Prospectus Supplement.
In rendering the opinions
expressed below, we have examined physical or electronic copies of:
| 1. | The Registration Statement; |
| 3. | The Prospectus Supplement; |
| 4. | Resolutions of the Board of Directors of the Company (the
“Board”) approving this transaction and the execution of the Transaction Documents; |
| 366 Madison Avenue 3rd Floor New York, NY 10017 tel: (212) 588-0022 fax: (212) 826-9307 |
| 5. | The Purchase Agreement; |
| 6. | The Placement Agency Agreement; |
| 7. | The Pre-Funded Warrants; |
| 8. | The documents which have previously been filed by the Company
with the SEC via the SEC’s EDGAR system and which are incorporated by reference in the Registration Statement; and |
| 9. | Such other documents as we have deemed necessary or appropriate
as a basis for the opinions set forth below. |
For purposes of this opinion,
we have assumed (i) the validity and accuracy of the documents and corporate records that we have examined, (ii) the genuineness of all
signatures, (iii) the legal capacity of all natural persons, (iv) the authenticity of all documents submitted to us as originals, (v)
the conformity to original documents of all documents submitted to us as certified or photostatic copies, and (vi) the authenticity of
the originals of such documents. As to any facts material to the opinion expressed herein that we did not independently establish or verify,
we have relied upon statements and representations of officers and other representatives of the Company and have assumed that such statements
and representations are true, correct and complete without regard to any qualification as to knowledge or belief. Our opinion is conditioned
upon, among other things, the initial and continuing truth, accuracy, and completeness of the items described above on which we are relying.
You are advised that we are
members of the Bar of the State of New York. We express no opinion concerning any matters respecting or affected by any laws other than
laws that a lawyer in New York exercising customary professional diligence would reasonably recognize as being directly applicable to
the transactions contemplated by the Placement Agency Agreement, the Purchase Agreement, and the Pre-Funded Warrants (collectively, the
“Transaction Documents”). Because the agreements governing the Pre-Funded Warrants contain a provision stating that they are
to be governed by the laws of the State of New York, we are rendering this opinion as to New York law. We advise you that we are licensed
to practice law only in the State of New York. We express no opinion as to any county, municipal, city, town or village ordinance, rule,
regulation or administrative decision. With respect to the Shares and the Class A Ordinary Shares issuable upon exercise of the Pre-Funded
Warrants being duly and validly issued, fully paid and non-assessable, we have relied on the opinion of Conyers
Dill & Pearman Pte. Ltd filed as Exhibit 5.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed on December
17, 2024.
| 366 Madison Avenue 3rd Floor New York, NY 10017 tel: (212) 588-0022 fax: (212) 826-9307 |
Based upon and subject to
the foregoing, we are of the opinion that each of the Pre-Funded Warrants, if and when issued, delivered and paid for as contemplated
by the terms of the Transaction Documents, will be valid and binding obligations of the Company enforceable against the Company in accordance
with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding
in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state
securities laws; (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the
equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and (d) we have assumed the
Exercise Price (as defined in the Pre-Funded Warrants) will not be adjusted to an amount below the par value per share of the Class A
Ordinary Shares.
Notwithstanding anything in
this letter which might be construed to the contrary, our opinion herein is expressed solely with respect to the laws of the State of
New York. Our opinion is based on these laws as in effect on the date hereof. Our opinion represents only our interpretation of the law
and has no binding, legal effect on any court. It is possible that one or more courts may sustain such contrary positions. Our opinion
is expressed as of the date hereof, and we are under no obligation to supplement or revise this opinion to reflect any changes, including
changes which have retroactive effect (i) in applicable law or (ii) in any fact, information, document, corporate record, covenant, statement,
representation, or assumption stated herein that becomes untrue, incorrect or incomplete.
This letter is furnished to
you for use in connection with the Registration Statement, the Base Prospectus and the Prospectus Supplement and is not to be used, circulated,
quoted, or otherwise referred to for any other purpose without our express written permission. We hereby consent to the filing of this
opinion as an exhibit to a Report of Foreign Private Issuer on Form 6-K that is incorporated by reference in the Registration Statement
and to the use of our name in the Registration Statement, the Base Prospectus and the Prospectus Supplement wherever it appears. In giving
such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the SEC thereunder.
| |
Sincerely, |
| |
|
| |
/s/ Ortoli Rosenstadt LLP |
| |
Ortoli Rosenstadt LLP |
3
Exhibit 10.1
PLACEMENT AGENCY AGREEMENT
December 16, 2024
WEBUY GLOBAL LTD
35 Tampines Street 92 Singapore 5288
Attention: Bin Xue, Chief Executive Officer
Dear Mr. Xue:
This agreement (the “Agreement”)
constitutes the agreement between D. Boral Capital LLC (the “Placement Agent” or “D. Boral”) and
WEBUY GLOBAL LTD., a Cayman Islands company (the “Company”), pursuant
to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts”
basis, in connection with the proposed placement (the “Placement”) of registered Class A ordinary shares (the “Shares”)
of the Company, par value US$0.000000385 per share (the “Class A Ordinary Shares”) and pre-funded warrants to
purchase Class A Ordinary Shares (the “Pre-Funded Warrants”). The Shares, the Pre-Funded Warrants, and the Class A
Ordinary Shares underlying the Pre-Funded Warrants are collectively referred to herein as the “Securities”). The terms
of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser”
and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or
authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This
Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement, including but not
limited to the Purchase Agreement (as defined below), and the form of the Pre-Funded Warrants shall be collectively referred to herein
as the “Transaction Documents.” The date of the closing of the Placement shall be referred to herein as the “Closing
Date.” The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable
best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the
Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agent
with respect to securing any other financing on behalf of the Company. With the prior written consent of the Company, the Placement Agent
may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement. The sale
of the Securities to any Purchaser will be evidenced by a securities purchase agreement (the “Purchase Agreement”)
between the Company and such Purchaser in a form reasonably acceptable to the Company and the Placement Agent. Capitalized terms that
are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase
Agreement, officers of the Company will be available to answer inquiries from prospective Purchasers.
SECTION 1. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.
A. Representations
of the Company. Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants
made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein by reference
into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made
to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that:
1. The
Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement
on Form F-3, as amended (Registration No. 333-283356), and amendments thereto, and related preliminary prospectuses, for the registration
under the Securities Act of 1933, as amended (the “Securities Act”), of the Securities which registration statement,
as so amended (including post-effective amendments, if any) became effective on December 3, 2024. At the time of such filing, the Company
met the requirements of Form F-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x)
under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities
Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement
to the form of prospectus included in such registration statement relating to the placement of the Securities and the plan of distribution
thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be
set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter
called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement
is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will
be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus
Supplement.” Any reference in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement
shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”)
which were filed under the Exchange Act on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus
Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the
filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus
Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements
and schedules and other information which is “contained,” “included,” “described,” “referenced,”
“set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all
other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information
which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement,
as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the
Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s
knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning
set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus,
if any, together with the free writing prospectuses, if any, used in connection with the Placement, including any documents incorporated
by reference therein.
2. The
Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by
the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied
in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended
or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus and the
Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and
the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement, as amended
or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange
Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue
statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated
Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in the light of the circumstances under which they
were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus
or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements
of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof
which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with
the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby
that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There
are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus or Prospectus Supplement,
or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described or filed as required or (y) will
not be filed within the requisite time period.
3. The
Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities
Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will
be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the
Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under
the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the
requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without
the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus.
4. There
are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any
ten percent (10.0%) or greater shareholder of the Company, except as set forth in the Registration Statement and the other documents the
Company has filed or furnished with the Commission.
B. Covenants
of the Company. The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent materially complete
conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof,
and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus and the Prospectus
Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the
Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering
material in connection with the offering and sale of the Securities pursuant to the Placement other than the Base Prospectus, the Time
of Sale Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and
any other materials permitted by the Securities Act.
SECTION 2. REPRESENTATIONS
OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered
as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the states applicable to the offers
and sales of the Securities by such Placement Agent, (iv) is and will be a body corporate validly existing under the laws of its place
of incorporation, and (v) has full power and authority to enter into and perform its obligations under this Agreement. The Placement Agent
will immediately notify the Company in writing of any change in its status as such. The Placement Agent covenants that it will use its
reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of
applicable law.
SECTION 3. COMPENSATION.
In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or their respective designees
their pro rata portion (based on the Securities placed) of the following compensation with respect to the Securities which they are placing:
A. A
cash fee (the “Cash Fee”) equal to an aggregate of seven percent (7%) of the aggregate gross proceeds raised in the
Placement. The Cash Fee shall be paid at the closing of the Placement (the “Closing”).
B. Subject
to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees, in the event that the Company consummates the Placement, to pay,
or reimburse if paid by the Placement Agent, all reasonable and documented out-of-pocket costs and expenses incident to the Placement
and the performance of the obligations of the Placement Agent under this Agreement (including, without limitation, the fees and expenses
of the Placement Agent’s outside attorneys), provided that, such costs and expenses shall not exceed $180,000 without the Company’s
prior written approval (such approval not to be unreasonably withheld, conditioned or delayed). The Company will pay or reimburse Placement
Agent directly upon the Closing of the Placement from the gross proceeds raised in the Placement for all amounts owed under the preceding
sentence. For the avoidance of doubt, in the event that the Company does not consummate the Placement at the election of the Placement
Agent or the Purchasers, the Company shall have no obligation to reimburse the Placement Agent for any costs and expenses.
C. The
Placement Agent reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event
that a determination shall be made by FINRA to the effect that such Placement Agent’s aggregate compensation is in excess of FINRA
rules or that the terms thereof require adjustment.
SECTION 4. INDEMNIFICATION.
The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)
attached hereto as Exhibit B, the provisions of which are incorporated herein by reference and shall survive the termination or
expiration of this Agreement.
SECTION 5. ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and
(ii) the date when either party to this Agreement terminates the engagement according to the terms as set forth in the next sentence (such
date, the “Termination Date”). The Agreement may be terminated at any time by either party upon 10 days written notice
to the other party. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification,
contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations
contained in the Indemnification Provisions will survive any expiration or termination of this Agreement for twelve (12) months, irrespective
of whether a closing occurs. All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date
(in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any
applicable portion thereof (in the event such fees and reimbursements are due as of the Termination Date). The Placement Agent agrees
not to use any confidential information concerning the Company provided to them by the Company for any purposes other than those contemplated
under this Agreement.
SECTION 6. PLACEMENT
AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement
is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company
will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s prior written consent.
SECTION 7. STANDSTILL.
LOCK-UP AGREEMENT.
| (a) | Standstill. From the date hereof until 90 days after the Closing Date, neither the Company nor
any Subsidiary shall (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares
of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company;
(ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock
of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, except the
filing of a Form S-8 registration statement covering the employee stock option plan; (iii) complete any offering of debt securities of
the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any
such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company
or such other securities, in cash or otherwise; however, provided that the Company may settle certain vendor or supplier payment by delivery
of restricted shares after 30 days from the date hereof, provided that such shares are subject to lock-up provisions of at least 90 days
after the Closing Date, and provided further that the Company shall not issue more than $1.2 worth of restricted shares for such payments
to vendors or suppliers. |
| (b) | Lock-up Agreement. The Company’s directors and officers shall enter into customary “lock-up”
agreements, in a form enclosed hereto as Exhibit A, in favor of the Placement Agent pursuant to which such persons and entities
shall agree, for a period of 90 days after the final closing of the Placement, that they shall not offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend,
or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible
into or exercisable or exchangeable for shares of capital stock of the Company, subject to customary exceptions. |
SECTION 8. NO FIDUCIARY
RELATIONSHIP. This Agreement does not create, and shall not be construed as creating, rights enforceable by any person or entity not
a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges and agrees that
the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity
holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of such Placement Agent hereunder,
all of which are hereby expressly waived.
SECTION 9. CLOSING.
The obligations of the Placement Agent, and the closing of the sale of the Securities hereunder are subject to the accuracy, when made
and on the Closing Date, of the representations and warranties on the part of the Company and its subsidiaries contained herein and in
the Purchase Agreement, to the accuracy of the statements of the Company and its subsidiaries made in any certificates pursuant to the
provisions hereof, to the performance by the Company and its subsidiaries of their obligations hereunder, and to each of the following
additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent to the Company:
A. No
stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall
have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission (to be included
in the Registration Statement, the Base Prospectus, the Prospectus Supplement or otherwise) shall have been complied with to the reasonable
satisfaction of the Placement Agent. Any filings required to be made by the Company in connection with the Placement shall have been timely
filed with the Commission.
B. The
Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement,
the Base Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which, in
the reasonable opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the reasonable opinion of
such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.
C. All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement,
the Shares, the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal matters relating to this
Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Placement
Agent, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them
to pass upon such matters.
D. The
Placement Agent shall have received from outside counsels (U.S, Cayman Islands, Singapore and Indonesia) to the Company such counsel’s
written opinions, including a negative assurance letter from U.S. counsel, addressed to the Placement Agent and the Purchasers and dated
as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent.
E. On
the Closing Date, the Placement Agent shall have received a certificate from the Chief Financial Officer of the Company as of such date,
addressed to each of the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent and Placement Agent’s
counsel.
F. On
the Closing Date, Placement Agent shall have received a certificate of the Chief Executive Officer or other authorized officer of the
Company, dated, as applicable, as of the date of such Closing, to the effect that, as of the date of this Agreement and as of the applicable
date, the representations and warranties of the Company contained herein and in the Purchase Agreement were and are accurate in all material
respects, except for such changes as are contemplated by this Agreement and except as to representations and warranties that were expressly
limited to a state of facts existing at a time prior to the applicable Closing Date, and that, as of the applicable date, the obligations
to be performed by the Company hereunder on or prior thereto have been fully performed in all material respects.
G. On
the Closing Date, Placement Agent shall have received a certificate of the Secretary of the Company, dated as of the date of such Closing,
certifying to the organizational documents, good standing in the jurisdiction of incorporation of the Company and board resolutions relating
to the Placement of the Securities from the Company.
H. Neither
the Company nor any of its subsidiaries (i) shall have sustained since the date of the latest audited financial statements included or
incorporated by reference in the Registration Statement, the Base Prospectus and the Prospectus Supplement, any loss or interference with
its business from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, otherwise than as set forth in or contemplated by the Registration Statement, the Base
Prospectus and the Prospectus Supplement, (ii) since such date there shall not have been any change in the capital stock or long-term
debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the business,
general affairs, management, financial position, shareholders’ equity, results of operations or prospects of the Company and its
subsidiaries, otherwise than as set forth in or contemplated by the Registration Statement, the Base Prospectus and the Prospectus Supplement,
and (iii) since such date there shall not have been any new or renewed inquiries by the Commission, FINRA or any other regulatory body
regarding the Company, the effect of which, in any such case described in clause (i), (ii) or (iii), is, in the judgment of the Placement
Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the
terms and in the manner contemplated by the Base Prospectus, Time of Sale Prospectus and Prospectus Supplement.
I. The
Class A Ordinary Shares are registered under the Exchange Act and, as of the Closing Date, the Shares and the Class A Ordinary Shares
underlying the Pre-Funded Warrants shall be listed and admitted and authorized for trading on the Nasdaq Capital Market (the “Trading
Market”) or other applicable U.S. national exchange, or an application for such listing shall have been submitted to the Trading
Market, and satisfactory evidence of such action shall have been provided to the Placement Agent. The Company shall have taken no action
designed to, or likely to have the effect of terminating the registration of the Class A Ordinary Shares under the Exchange Act or delisting
or suspending from trading the Class A Ordinary Shares from the Trading Market or other applicable U.S. national exchange, nor, except
as disclosed in the Base Prospectus, Time of Sale Prospectus and Prospectus Supplement, has the Company received any information suggesting
that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or
listing.
J. No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect
or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other
nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance
or sale of the Securities or materially and adversely affect or potentially and adversely affect the business or operations of the Company.
K. The
Company shall have prepared and filed with the Commission a Form 6-K with respect to the Placement, including as an exhibit thereto this
Agreement.
L. The
Company shall have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and effect
and shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.
M. FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Company
shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s behalf, any
filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all filing fees
required in connection therewith.
N. Prior
to the Closing Date, Placement Agent shall have received signed Lock-Up Agreements, addressed to the Placement Agent by each of the Company’s
directors and officers.
O. Prior
to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents as the
Placement Agent may reasonably request.
If any of the conditions specified
in this Section 9 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written
statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant to this Section 9 shall not be reasonably
satisfactory in form and substance to the Placement Agent and to Placement Agent’s counsel, all obligations of the Placement Agent
hereunder may be cancelled by the Placement Agent at, or at any time prior to, the consummation of the Closing. Notice of such cancellation
shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.
SECTION 10. RIGHT OF
FIRST REFUSAL. For a period of Six (6) months from the Closing Date, the Placement Agent will have a right of first refusal to act
as exclusive financial advisor in connection with any acquisition or other effort by the Company to obtain control, directly or indirectly
and whether in one or a series of transactions, of all or a significant portion of the assets or securities of a third party, or the sale
or other transfer by the Company, whether in one or a series of transactions, of assets or securities, or any extraordinary corporate
transaction, regardless of the form or structure of such transaction, or as sole bookrunning underwriter or sole placement agent, as the
case may be, on any financing for the Company. In the event the Company advises the Placement Agent that it desires to effect any such
financing, the Company and the Placement Agent will negotiate in good faith the terms of the Placement Agent’s engagement in a separate
agreement, which agreement would set forth, among other matters, compensation for the Placement Agent based upon customary fees for the
services provided. The Placement Agent’s participation in any such financing will be subject to the approval of the Placement Agent’s
internal committees and other conditions customary for such an undertaking. Notwithstanding the foregoing, no fee shall be payable by
the Company pursuant to this Section 10 if the Company terminates this Agreement for cause.
SECTION 11. TAIL FINANCING.
The Placement Agent shall be entitled to a cash fee equal to seven percent (7.0%) of the gross proceeds received by the Company in any
bona fide capital raise from the sale of any equity, debt and/or equity derivative instruments (the “Tail Financing”)
to any Person actually introduced by the Placement Agent to the Company during the term of the Engagement Letter between the Placement
Agent and the Company dated as of December 9, 2024 (“Engagement Letter”), and such Tail Financing is consummated at
any time any time during the term of the Engagement Letter or within the twelve (12) month period following the expiration or termination
of the term of the Engagement Letter (the “Tail Period”), provided that such financing is by a Person in an offering
in which the Company has direct knowledge of such party’s participation. Notwithstanding the foregoing, no fee shall be payable
by the Company pursuant to this Section 10 if the Company terminates this Agreement for cause. For the avoidance of doubt, no fee shall
be payable by the Company to the Placement Agent from the proceeds of any sale or issuance of any equity and equity-linked securities
to any Person other than the Person introduced to the Company by the Placement Agent.
SECTION 12. GOVERNING
LAW; AGENT FOR SERVICE OF PROCESS, ETC. This Agreement will be governed by, and construed in accordance with, the laws of the State
of New York applicable to agreements made and to be performed entirely in such State, without regard to the conflicts of laws principles
thereof. This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall
be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial
by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute
arising under this Agreement may be brought into the courts of the State of New York or into the federal court located in New York, New
York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally
and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and
consents, to the extent permitted by applicable law, to process being served in any such suit, action or proceeding by delivering a copy
thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted by law. The Company agrees that a final judgment in any
such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced
in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. If either party shall commence
an action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall
be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding. In addition to and without limiting the foregoing, the Company has confirms that it has
appointed Richard Miller, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit,
action or proceeding arising out of or based upon the this Agreement or the Transaction Documents or the transactions contemplated herein
which may be instituted in any New York federal or state court, by the Placement Agent, the directors, officers, partners, members, managers,
employees and agents of the Placement Agent, and expressly accept the non-exclusive jurisdiction of any such court in respect of any such
suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has
agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and
all documents that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes
and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent shall be deemed, in every respect,
effective service of process upon the Company. If the Authorized Agent shall cease to act as agent for service of process, the Company
shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding
the foregoing, any action arising out of or based upon this Agreement may be instituted by the Placement Agent, the directors, officers,
partners, members, managers, employees and agents of the Placement Agent, in any court of competent jurisdiction in the State of New York.
This paragraph shall survive any termination of this Agreement, in whole or in part.
SECTION 13. ENTIRE AGREEMENT/MISCELLANEOUS.
This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding between the parties
hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement
is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or
any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified
or waived except by an instrument in writing signed by both Placement Agent and the Company. The representations, warranties, agreements
and covenants contained herein shall survive the closing of the Placement and delivery of the Securities. This Agreement may be executed
in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall
create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile or .pdf signature page were an original thereof.
SECTION 14. CONFIDENTIALITY.
The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except as required
by applicable law or stock exchange requirement, regulation or legal process (“Legal Requirement”), without the Company’s
prior written consent, disclose to any person any Confidential Information, and (ii) will not use any Confidential Information other than
in connection with the Placement. The Placement Agent further agrees, severally and not jointly, to disclose the Confidential Information
only to its Representatives (as such term is defined below) who need to know the Confidential Information for the purpose of the Placement,
and who are informed by the Placement Agent of the confidential nature of the Confidential Information. The term “Confidential
Information” shall mean, all confidential, proprietary and non-public information (whether written, oral or electronic communications)
furnished by the Company to a Placement Agent or its Representatives in connection with such Placement Agent’s evaluation of the
Placement. The term “Confidential Information” will not, however, include information which (i) is or becomes publicly
available other than as a result of a disclosure by a Placement Agent or its Representatives in violation of this Agreement, (ii) is or
becomes available to a Placement Agent or any of its Representatives on a non-confidential basis from a third-party who, to the Placement
Agent’s and its Representatives’ knowledge, as applicable, is not bound by obligations of confidentiality to the Company with
respect to such information, (iii) is known to a Placement Agent or any of its Representatives prior to disclosure by the Company or any
of its Representatives from a source not bound by obligations of confidentiality to the Company with respect to such information, or (iv)
is or has been independently developed by a Placement Agent and/or the Representatives without use of any Confidential Information furnished
to it by the Company. The term “Representatives” shall mean the Placement Agent’s directors, board committees, officers,
employees, financial advisors, attorneys and accountants. This provision shall be in full force until the earlier of (a) the date that
the Confidential Information ceases to be confidential and (b) two years from the date hereof. Notwithstanding any of the foregoing, in
the event that the Placement Agent or any of their respective Representatives are required by Legal Requirement to disclose any of the
Confidential Information, such Placement Agent and their respective Representatives will notify the Company in writing, as promptly as
practicable, prior to disclosure of such information, and furnish only that portion of the Confidential Information which such Placement
Agent or their respective Representative, as applicable, is required to disclose by Legal Requirement as advised by counsel, and will
use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.
SECTION 15. NOTICES.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to the email address
specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day
after the date of transmission, if such notice or communication is sent to the email address on the signature pages attached hereto on
a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business day following
the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages hereto.
SECTION 16. PRESS ANNOUNCEMENTS.
The Company agrees that the Placement Agent shall, from and after any public announcement of the Closing, have the right to reference
the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its
website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.
[The remainder of this page has been intentionally
left blank.]
Please confirm that the foregoing
correctly sets forth our agreement by signing and returning to D. Boral the enclosed copy of this Agreement.
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Very truly yours, |
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D. Boral Capital LLC |
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By: |
/s/ Stephanie Hu |
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Name: |
Stephanie Hu |
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Title: |
C0o-Head of Investment Banking |
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Address for notice: |
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590 Madison Avenue, 39th Floor |
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New York, NY 10022 |
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Attention: Philip Wiederlight, Chief Operating Officer |
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Email: pwiederlight@dboralcapital.com |
Accepted and Agreed to as
of
the date first written above:
| WEBUY GLOBAL LTD. |
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| By: |
/s/ Bin Xue |
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| Name: |
Bin Xue |
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| Title: |
Chief Executive Officer |
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Address for notice:
35 Tampines Street 92 Singapore 5288
Attention: Bin Xue, Chief Executive Officer
Email: vincent@webuy.global
EXHIBIT A
LOCK-UP AGREEMENT
December 16, 2024
D. Boral Capital LLC
590 Madison Avenue, 39th Floor
New York, NY 10022
Ladies and Gentlemen:
The undersigned,
a holder of securities of WEBUY GLOBAL LTD, a Cayman islands company (the “Company”), understands that you are the
placement agent (the “Placement Agent”) named in the placement agency agreement (the “Placement Agency Agreement”)
entered into between the Placement Agent and the Company, providing for the placement (the “Placement”) of securities
of the Company (the “Securities”) pursuant to a registration statement and related prospectuses and supplements thereto
filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
In consideration
of the Placement Agent’s agreement to proceed with the Placement of the Securities, and for other good and valuable consideration,
receipt of which is hereby acknowledged, the undersigned hereby agrees, for the benefit of the Company and the Placement Agent that, without
the prior written consent of the Placement Agent, the undersigned will not, during the period specified in the following paragraph (the
“Lock-Up Period”), directly or indirectly, unless otherwise provided herein, (a) offer, sell, agree to offer or sell,
solicit offers to purchase, convert, exercise, exchange, grant any call option or purchase any put option with respect to, pledge, encumber,
assign, borrow or otherwise dispose of or transfer (each a “Transfer”) any Relevant Security (as defined below) or
otherwise publicly disclose the intention to do so, or (b) establish or increase any “put equivalent position” or liquidate
or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) and the rules and regulations thereunder) with respect to any Relevant Security
or otherwise enter into any swap, derivative or other transaction or arrangement that Transfers to another, in whole or in part, any economic
consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by the delivery of Relevant Securities,
other securities, cash or other consideration, or otherwise publicly disclose the intention to do so. As used herein, the term “Relevant
Security” means any Class A Ordinary Share, par value $0.000000385 per share, of the Company (“Share”), warrant
to purchase Shares or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for,
Shares or any other equity security of the Company, in each case owned beneficially or otherwise by the undersigned on the date set forth
on the front cover of the final prospectus supplement used in connection with the Placement of the Securities (the “Effective
Date”) or acquired by the undersigned during the Lock-Up Period, including, for the avoidance of doubt, any Relevant Security
acquired by the Undersigned in the Placement.
The Lock-Up Period
will commence on the date of this Lock-up Agreement and continue and include the date that is ninety (90) days after the closing of the
Placement.
In addition, the
undersigned further agrees that, without the prior written consent of the Placement Agent, during the Lock-Up Period the undersigned will
not: (i) file or participate in the filing with the SEC of any registration statement or circulate or participate in the circulation of
any preliminary or final prospectus or other disclosure document, in each case with respect to any proposed offering or sale of a Relevant
Security except as required by the terms of the Placement Agency Agreement, the Securities Purchase Agreement and the Securities subject
to the Placement, or (ii) exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or
sale of a Relevant Security.
In furtherance
of the undersigned’s obligations hereunder, the undersigned hereby authorizes the Company during the Lock-Up Period to cause any
transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other
records relating to, Relevant Securities for which the undersigned is the record owner and the transfer of which would be a violation
of this Lock-Up Agreement and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record owner,
agrees that during the Lock-Up Period it will cause the record owner to cause the relevant transfer agent to decline to transfer, and
to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities to the extent such transfer
would be a violation of this Lock-Up Agreement.
Notwithstanding the foregoing, the
undersigned may transfer the undersigned’s Relevant Securities:
| (i) | as a bona fide gift or gifts, |
| (ii) | to any trust for the direct or indirect benefit of the undersigned or a member of members of the immediate
family of the undersigned, |
| (iii) | if the undersigned is a corporation, partnership, limited liability company, trust or other business entity
(1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate
(as defined in Rule 405 under the Securities Act of 1933, as amended) of the undersigned, (2) to limited partners, limited liability company
members or stockholders of the undersigned, or (3) in connection with a sale, merger or transfer of all or substantially all of the assets
of the undersigned or any other change of control of the undersigned, not undertaken for the purpose of avoiding the restrictions imposed
by this Lock-Up Agreement, |
| (iv) | if the undersigned is a trust, to the beneficiary of such trust, |
| (v) | by testate or intestate succession, |
| (vi) | to a charity or educational institution, |
| (vii) | upon a vesting event of the Company’s securities or upon the exercise of options to purchase the
Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of
the undersigned in connection with the receipt by the undersigned from the Company of Shares upon the vesting of restricted stock awards
or stock units or upon the exercise of options to purchase the Company’s Shares issued under an equity incentive plan of the Company
or an employment arrangement or the transfer of Shares or any securities convertible into Shares to the Company, but only to the extent
such right expires during the Lock-up Period, and |
| (viii) | by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement. |
provided, that (A) such transfer
shall not involve a disposition for value, (B) the transferee agrees in writing with the Placement Agent and the Company to be bound by
the terms of this Lock-Up Agreement, and (C) such transfer would not require any filing under Section 16(a) of the Exchange Act and no
such filing is voluntarily made. Moreover, the undersigned shall be permitted to establish a trading plan pursuant to Rule 10b5-1 under
the Exchange Act for the transfer of Relevant Securities, provided that (i) such plan does not provide for the transfer of Relevant Securities
during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily
made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall
include a statement to the effect that no transfer of Relevant Securities may be made under such plan during the Lock-Up Period.
For purposes of
this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than
first cousin.
The undersigned
hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that this Lock-Up
Agreement has been duly authorized (if the undersigned is not a natural person) and constitutes the legal, valid and binding obligation
of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned will execute any additional documents necessary
in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the successors and assigns of the
undersigned from the date of this Lock-Up Agreement.
The undersigned
understands that, if the Placement Agency Agreement (other than the provisions thereof which survive termination) shall terminate or be
terminated prior to payment for and delivery of the Securities to be sold thereunder, the undersigned shall be released from all obligations
under this Lock-Up Agreement.
The undersigned, whether or not participating
in the Placement, understands that the Placement Agent is proceeding with the Placement in reliance upon this Lock-Up Agreement.
[The remainder of this page has
been intentionally left blank.]
This Lock-Up Agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles
thereof. Delivery of a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective as the delivery
of the original hereof.
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Very truly yours, |
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(Name - Please Print) |
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(Signature) |
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(Name of Signatory, in the case of entities - Please Print) |
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(Title of Signatory, in the case of entities - Please Print) |
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Address: |
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EXHIBIT B
INDEMNIFICATION PROVISIONS
In connection with the engagement
of D. Boral Capital LLC (the “Placement Agent”) by WEBUY GLOBAL LTD. (the “Company”) pursuant to a placement agency
agreement dated as of the date hereof, between the Company and the Placement Agent, as it may be amended from time to time in writing
(the “Agreement”), the Company hereby agrees as follows:
1. To
the extent permitted by law, the Company will indemnify the Placement Agent and its affiliates, directors, officers, employees and controlling
persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934)
against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of
counsel), relating to or arising out of its activities hereunder or pursuant to the Agreement, except, with regard to the Placement Agent,
to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment
(not subject to appeal) by a court of law to have resulted primarily and directly from any indemnitee’s bad faith, willful misconduct,
fraud or gross negligence.
2. Promptly
after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which the
Placement Agent is entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or of the commencement
of such action or proceeding, and the Company will assume the defense of such action or proceeding and will employ counsel reasonably
satisfactory to the Placement Agent and will pay the reasonable fees and expenses of such counsel. Notwithstanding the preceding sentence,
the Placement Agent will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if
counsel for the Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional responsibility
for the same counsel to represent both the Company and the Placement Agent. In such event, the reasonable fees and disbursements of no
more than one such separate counsel will be paid by the Company. The Company will have the exclusive right to settle the claim or proceeding
provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the Placement Agent,
which will not be unreasonably withheld. The Placement Agent and all other indemnitees shall not settle any claim, action or proceeding
without the prior written consent of the Company.
3. The
Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by the Agreement.
4. If
for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then
the Company shall contribute to the amount paid or payable by the Placement Agent, as the case may be, as a result of such losses, claims,
damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one
hand, and the Placement Agent on the other, but also the relative fault of the Company on the one hand and the Placement Agent on the
other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid
or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or
other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof,
the Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be
received, by the Placement Agent under the Agreement (excluding any amounts received as reimbursement of expenses incurred by the Placement
Agent).
5. These
Indemnification Provisions shall remain in full force and effect whether or not the transaction contemplated by the Agreement is completed
and shall survive the termination of the Agreement, and shall be in addition to any liability that the Company might otherwise have to
any indemnified party under the Agreement or otherwise.
Exhibit
10.2
SECURITIES
PURCHASE AGREEMENT
This Securities Purchase Agreement
(this “Agreement”) is dated as of December 16, 2024 between WEBUY GLOBAL LTD, a Cayman Islands company (the “Company”),
and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”
and collectively the “Purchasers”).
WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below)
as to the Shares, the Pre-Funded Warrants and the Warrant Shares, the Company desires to issue and sell to each Purchaser, and each Purchaser,
severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company and each Purchaser agree as follows:
ARTICLE I.
DEFINITIONS
1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:
“Acquiring Person”
shall have the meaning ascribed to such term in Section 4.5.
“Action”
shall have the meaning ascribed to such term in Section 3.1(j).
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.
“Class
A Ordinary Shares” means the Class A Ordinary Shares of the Company, par value $0.000000385 per share, and any other class of
securities into which such securities may hereafter be reclassified or changed.
“Class
A Ordinary Shares Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof
to acquire at any time Class A Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Class A Ordinary Shares.
“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the first (1st)
Trading Day following the date hereof.
“Commission”
means the United States Securities and Exchange Commission.
“Company
Counsel” means Ortoli Rosenstadt LLP, with an office located at 366 Madison Avenue, 3rd Floor, New York, NY 10017.
“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.
“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and
before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date
hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight
(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof,
unless otherwise instructed as to an earlier time by the Placement Agent.
“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(s).
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exempt
Issuance” means the issuance of (a) Class A Ordinary Shares or options or other equity awards to employees, officers, consultants,
or directors of the Company pursuant to any share or option plan duly adopted for such purpose, by a majority of the non-employee members
of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services
rendered to the Company, (b) securities issued upon the exercise or exchange of or conversion of any Securities issued hereunder and/or
other securities exercisable or exchangeable for or convertible into Class A Ordinary Shares issued and outstanding on the date of this
Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities
or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with share splits or
combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved
by a majority of the non-employee members of the Board of Directors, provided that such securities are issued as “restricted securities”
(as defined in Rule 144) and carry no registration rights that require the filing of any registration statement in connection therewith
during the prohibition period in Section 4.12(a) herein and provided that any such issuance shall only be to a Person (or to the equityholders
of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with
the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not
include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary
business is investing in securities.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).
“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(aa).
“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Lock-Up
Agreement” means, collectively, the Lock-Up Agreements, dated as of the date hereof, by and among the Company and the directors
and officers of the Company, in the form of Exhibit A to the Placement Agency Agreement.
“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).
“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(n).
“Per Share
Purchase Price” equals $0.1756, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Class A Ordinary Shares that occur after the date of this Agreement and prior to the Closing Date.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Placement
Agent” means D. Boral Capital LLC.
“Placement Agency Agreement”
means the placement agency agreement entered into, by and between the Company and the Placement Agent.
“Pre-Funded
Warrants” means, collectively, the Pre-Funded Class A Ordinary Shares purchase warrants delivered to the Purchasers at the Closing
in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in
full, in the form of Exhibit A attached hereto.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or, to the Company’s knowledge, threatened.
“Prospectus”
means the final base prospectus filed for the Registration Statement, including all information, documents and exhibits filed with or
incorporated by reference into such prospectus.
“Prospectus
Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act, including all information,
documents and exhibits filed with or incorporated by reference into such prospectus supplement, that is filed with the Commission and
delivered by the Company to each Purchaser at the Closing.
“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.
“Registration
Statement” means the effective registration statement on Form F-3 filed with the Commission (File No. 333-283356) which registers
the issuance and sale of the Shares, the Pre-Funded Warrants and the Warrant Shares to the Purchasers.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“SEC Reports”
shall have the meaning ascribed to such term in Section 3.1(h).
“Securities”
means the Shares, the Pre-Funded Warrants and the Warrant Shares.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares”
means the Class A Ordinary Shares issued or issuable to each Purchaser pursuant to this Agreement, but excluding the Warrant Shares.
“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include locating and/or borrowing Class A Ordinary Shares).
“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares and Pre-Funded Warrants, as the case may be,
purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription
Amount,” in United States dollars and in immediately available funds, (excluding for the avoidance of doubt, if applicable, a Purchaser’s
aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for
cash).
“Subsidiary”
means any subsidiary as defined in Rule 405 under the Securities Act and listed in Exhibit 8.1 to the Company’s Annual Report on
Form 20-F for the fiscal year ended December 31, 2023.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Class A Ordinary Shares are listed or quoted for trading
on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange, the Pink Open Market, OTCQB or the OTCQX (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, the Pre-Funded Warrants, the Placement Agency Agreement, the Lock-Up Agreements, and all exhibits
and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.
“Transfer
Agent” means Transhare Corporation, with a mailing address of 17755 US Hwy 19 N, Clearwater, FL 33764, the current transfer
agent of the Company and any successor transfer agent of the Company.
“Variable
Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible
into, exchangeable or exercisable for, or include the right to receive additional Class A Ordinary Shares either (A) at a conversion price,
exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Class
A Ordinary Shares at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange
price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence
of specified or contingent events directly or indirectly related to the business of the Company or the market for the Class A Ordinary
Shares or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit whereby
the Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been
issued and regardless of whether such agreement is subsequently canceled; provided, however, that the entry into and/or issuance of Class
A Ordinary Shares in an “at-the-market” facility shall not be deemed a Variable Rate Transaction. Any Purchaser shall be entitled
to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect
damages.
“Warrant
Shares” means the Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants.
ARTICLE II.
PURCHASE AND SALE
2.1 Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery
of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase,
up to an aggregate of $3.7 million of Shares and Pre-Funded Warrants; provided, however, that, to the extent that a Purchaser
determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group
together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership
Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Pre-Funded Warrants
in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Beneficial
Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser at Closing, 9.99%) of the number of Class A Ordinary
Shares outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. In each case, the election to
receive Pre-Funded Warrants is solely at the option of the Purchaser. Each Purchaser’s Subscription Amount as set forth on the signature
page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Placement
Agent. The Company shall deliver to each Purchaser its respective Shares and Pre-Funded Warrants as determined pursuant to Section 2.2(a),
and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction
of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the
Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus
Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’
names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser;
upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment
therefor shall be made by the Escrow Agent by wire transfer to the Company). Notwithstanding anything herein to the contrary, if at any
time on or after the time of execution of this Agreement by the Company and an applicable Purchaser through the Closing (the “Pre-Settlement
Period”), such Purchaser sells to any Person all, or any portion, of any Shares to be issued hereunder to such Purchaser at the
Closing (collectively, the “Pre-Settlement Shares”), such Person shall, automatically hereunder (without any additional required
actions by such Purchaser or the Company), be deemed to be a Purchaser under this Agreement unconditionally bound to purchase, and the
Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Person at the Closing; provided, that the Company
shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the Subscription
Amount for such Pre-Settlement Shares hereunder; provided, further, that the Company hereby acknowledges and agrees that the foregoing
shall not constitute a representation or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement
Shares during the Pre-Settlement Period. The decision to sell any Shares will be made in the sole discretion of such Purchaser from time
to time, including during the Pre-Settlement Period. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined
in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any
time after the time of execution of this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00
p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded
Warrants) for purposes hereunder.
2.2 Deliveries.
(a) On
or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this
Agreement duly executed by the Company;
(ii) a
legal opinion of Company Counsel (including a negative assurance letter), Cayman Islands Counsel, Singapore Counsel and Indonesian Counsel,
substantially in form and substance reasonably satisfactory to the Placement Agent and each Purchaser;
(iii) a
certificate evidencing the formation and good standing of the Company issued by Registrar of Companies in the Cayman Islands as of a date
within three (3) days of the Closing Date.
(iv) a
certificate, in the form acceptable to the Placement Agent, executed by the Secretary of the Company and dated as of the Closing Date,
certifying the authenticity of (i) resolutions of the Company’s board of directors approving the transactions contemplated hereby
and the execution of the Transaction Documents, in a form reasonably acceptable to the Placement Agent, (ii) the currently effective amended
and restated memorandum of association and articles of association, each as in effect at the Closing and attached to such certificate.
(v)
a certificate, in the form acceptable to the Placement Agent, executed by the Chief Financial Officer of the Company and dated as of the
Closing Date;
(vi) subject
to the fifth sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company
letterhead and executed by the Chief Executive Officer or Chief Financial Officer;
(vii) subject
to the fifth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver
Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of Class A Ordinary
Shares issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable), registered in the name of such Purchaser
to be held in an account established with the Transfer Agent;
(viii) if
applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser
to purchase up to a number of Class A Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to
Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.0001, with an exercise price per share equal to $0.0001, subject to
adjustment therein;
(ix) on
the date hereof, the duly executed Lock-Up Agreements; and
(x) the
Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).
(b) On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following:
(i) this
Agreement duly executed by such Purchaser; and
(ii) such
Purchaser’s Subscription Amount (minus, if applicable, a Purchaser’s aggregate exercise price of the Pre-Funded Warrants,
which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement
with the Company or its designee.
2.3 Closing
Conditions.
(a) The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless such
representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the
extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);
(ii) all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
and
(iii) the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b) The
respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless such
representation or warranty is as of a specific date therein in which case they shall be accurate in all respects (or, to the extent representations
or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);
(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(v) the
Company shall have filed an additional listing application with the principal Trading Market with respect to the Shares and Warrant Shares;
and
(vi) from
the date hereof to the Closing Date, trading in the Class A Ordinary Shares shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such
service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities
nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude
in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser,
makes it impracticable or inadvisable to purchase the Securities at the Closing.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1 Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part
hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section
of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:
(a) Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth in the Company’s SEC Reports. The Company owns, directly
or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued
and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive
and similar rights to subscribe for or purchase securities.
(b) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to
own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in
violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational
or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a corporation
or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result
in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect
on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken
as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its
obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding
has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority
or qualification.
(c) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further
action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith other
than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or
upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute
the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by
general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(d) No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it
is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do
not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of
incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets
of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property
or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in
a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority
to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property
or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not
have or reasonably be expected to result in a Material Adverse Effect.
(e) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local, foreign or other governmental authority or other Person
in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required
pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) the notice and/or application(s)
to and approvals by each applicable Trading Market for the issuance and sale of the Securities and the listing of the Shares and Warrant
Shares for trading thereon in the time and manner required thereby, and (iv) such filings as are required to be made under applicable
state securities laws (collectively, the “Required Approvals”).
(f) Issuance
of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.
The Warrant Shares, when issued in accordance with the terms of the Pre-Funded Warrants, will be validly issued, fully paid and nonassessable,
free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number
of Class A Ordinary Shares issuable pursuant to this Agreement and the Pre-Funded Warrants. The Company prepared and filed the Registration
Statement in conformity with the requirements of the Securities Act, which became effective on December 30, 2022 (the “Effective
Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this
Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness
of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings
for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. At the time the Registration
Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement
and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and
will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus
or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the
requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Company is eligible to use Form S-3 under the Securities Act as set forth in General Instruction I.B.1 of Form S-3. The Company, if
required by the rules and regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424(b).
(g) Capitalization.
As of the date hereof, the Company’s authorized share capital is US$100,100 divided into 260,000,000,000 shares, par value $0.000000385
per share, of which 259,950,000,000 shares are Class A ordinary shares and 50,000,000 shares are Class B ordinary shares, par value $0.000000385
per share (“Class B ordinary shares”). As of the date of this prospectus, there are currently 46,124,065 Class A ordinary
shares and 21,395,400 Class B ordinary shares issued and outstanding. The Company has not issued any capital stock since its most recently
filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s
stock option plans, the issuance of Class A Ordinary Shares to employees pursuant to the Company’s employee stock purchase plans
and pursuant to the conversion and/or exercise of Class A Ordinary Shares Equivalents outstanding as of the date of the most recently
filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any
similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale
of the Securities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to,
calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or
exchangeable for, or giving any Person any right to subscribe for or acquire, any Class A Ordinary Shares or the capital stock of any
Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to
issue additional Class A Ordinary Shares or Class A Ordinary Shares Equivalents or capital stock of any Subsidiary. Except as set forth
on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Class A Ordinary
Shares or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company
or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon
an issuance of securities by the Company or any Subsidiary. Except as set forth on Schedule 3.1(g), there are no outstanding securities
or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments,
understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such
Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar
plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable,
have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in
violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of
any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no shareholders agreements,
voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to
the knowledge of the Company, between or among any of the Company’s shareholders.
(h) SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two
years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus
Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates,
the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and
none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to
be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the
Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations
of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance
with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and
its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or
that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent
or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice
and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings
made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend
or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any
shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment
of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no
event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with
respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition
that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed
made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.
(j) Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened
against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental
or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
that could have or reasonably be expected to result in a Material Adverse Effect. There is no Action that (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable
decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director
or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities
laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission
has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary
under the Exchange Act or the Securities Act.
(k) Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,
which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees
is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company
nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships
with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected
to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement
or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued
employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any
of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and
regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the
failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(l) Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or
any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement
or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default
or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority
or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation
all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality
and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse
Effect.
(m) Reserved.
(n) Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except
where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification
of any Material Permit.
(o) Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good
and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each
case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere
with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal,
state, foreign or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which
is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries
are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance, with such
exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements,
equipment or personal property by the Company or such subsidiary.
(p) Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights
necessary or required for use in connection with their respective businesses as currently conducted or as currently proposed to be conducted
as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any
of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned,
within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest
audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual
Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material
Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement
by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures
to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has no knowledge of facts that would preclude
it from having valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or
will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.
(q) Reserved.
(r) Transactions
With Affiliates and Employees. Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company or
any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any
transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to
or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director
or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee, shareholder, member or partner, in each case in excess of $120,000 other than for (i) payment
of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other
employee benefits, including stock option agreements under any stock option plan of the Company.
(s) Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley
Act of 2002, as amended, that are effective as of the date hereof and as of the Closing Date, and any and all applicable rules and regulations
promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries
maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance
with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s
general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such
disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules
and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company
and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date,
the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the
conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as
of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such
term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially
affect, the internal control over financial reporting of the Company and its Subsidiaries.
(t) Certain
Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions are or will
be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker,
bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation
with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section
that may be due in connection with the transactions contemplated by the Transaction Documents.
(u) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be
or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company
shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the
Investment Company Act of 1940, as amended.
(v) Registration
Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any
securities of the Company or any Subsidiary.
(w) Listing
and Maintenance Requirements. The Class A Ordinary Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and
the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of
the Class A Ordinary Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating
terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market
on which the Class A Ordinary Shares are or have been listed or quoted to the effect that the Company is not in compliance with the listing
or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future
continue to be, in compliance with all such listing and maintenance requirements. The Class A Ordinary Shares are currently eligible for
electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment
of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.
(x) Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable
any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar
anti-takeover provision under the Company’s articles of incorporation (or similar charter documents) or the laws of its state of
incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations
or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of
the Securities and the Purchasers’ ownership of the Securities.
(y) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms
that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information
that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement.
The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities
of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries,
their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, taken as a
whole, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not
misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole
do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading. The
Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section 3.2 hereof.
(z) No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither
the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales
of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be
integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on
which any of the securities of the Company are listed or designated.
(aa) Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company
of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount
that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent
liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as
now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the
business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current
cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into
account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts
are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account
the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances
which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction
within one year from the Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding secured and unsecured
Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement,
“Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade
accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect
of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the
notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary
course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in
accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
(bb) Tax Status.
Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect,
the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and
franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other
governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations
and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the
periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the
taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.
(cc) Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other
person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions,
gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to
foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds,
(iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of
which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.
(dd) Accountants.
The Company’s independent registered public accounting firm is M&K CPAS, PLLC. To the knowledge and belief of the Company, such
accounting firm is a registered public accounting firm as required by the Exchange Act.
(ee) Acknowledgment
Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.
The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their
respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely
incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s
decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions
contemplated hereby by the Company and its representatives.
(ff) Acknowledgment
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the
contrary notwithstanding (except for Sections 3.2 (f) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) none
of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or
short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities
for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation,
Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may
negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative”
transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the
Class A Ordinary Shares, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length
counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one
or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including,
without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined,
and (z) such hedging activities (if any) could reduce the value of the existing shareholders' equity interests in the Company at and
after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities
do not constitute a breach of any of the Transaction Documents.
(gg) Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action
designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale
or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities,
or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company,
other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement of the Securities.
(hh) Reserved.
(ii) Stock
Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with
the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Class
A Ordinary Shares on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under
the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company
policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the
release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.
(jj) Cybersecurity.
(i)(x) To the Company’s knowledge, there has been no material security breach or other material compromise of or relating to any
of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including
the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment
or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified
of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise
to its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and
all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and
contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data
from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material
Adverse Effect; and (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to
maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT
Systems and Data.
(kk) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee
or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”).
(ll) U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning
of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
(mm) Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956,
as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five (25%) percent or more of the total equity of a
bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries
or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and
to regulation by the Federal Reserve.
(nn) Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable
financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or
any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
3.2 Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate
as of such date):
(a) Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company
or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise
to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such
Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,
limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a
party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute
the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited
by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.
(b) Understandings
or Arrangements. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser is acquiring
such Securities as principal for his, her, or its own account and not with a view to or for distributing or reselling such Securities
or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing
any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities
Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell such Securities
pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws).
(c) Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which
it exercises any Pre-Funded Warrants, it will either be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3),
(a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Securities Act, or a “qualified institutional buyer” as defined in Rule
144(a) of under the Securities Act.
(d) Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the
Securities and, at the present time, is able to afford a complete loss of such investment.
(e) Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results
of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement
Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities
nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation
as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information
with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities
to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.
(f) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has
any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or
sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first
received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material pricing
terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,
in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of
such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers
managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion
of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other
than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers,
directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of
all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding
the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions,
with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
(g) Brokers.
Except as set forth in the Preliminary Prospectus or Prospectus, no agent, broker, investment banker, person or firm acting in a similar
capacity on behalf of or under the authority of the Purchaser is or will be entitled to any broker’s or finder’s fee or any
other commission or similar fee, directly or indirectly, for which the Company or any of its Affiliates after the Closing could have
any liabilities in connection with this Agreement, any of the transactions contemplated by this Agreement, or on account of any action
taken by the Purchaser in connection with the transactions contemplated by this Agreement.
(h) Independent
Advice. Each Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company
to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice.
The Company acknowledges and
agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on
the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any
other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation
of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute
a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or
similar transactions in the future.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 Legends.
The Shares, the Pre-Funded Warrants and, if all or any portion of a Pre-Funded Warrant is exercised at a time when there is an effective
registration statement to cover the issuance or resale of the Warrant Shares or if the Pre-Funded Warrant is exercised via cashless exercise,
the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof
the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective
or is not otherwise available for the sale or resale of the Shares, Pre-Funded Warrants or the Warrant Shares, the Company shall promptly
notify the holders of the Pre-Funded Warrants in writing that such registration statement is not then effective and thereafter shall promptly
notify such holders when the registration statement is effective again and available for the sale or resale of the Shares, the Pre-Funded
Warrants or the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue,
or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall
use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant
Shares effective during the term of the Pre-Funded Warrants.
4.2
Furnishing of Information. Until the earlier of the time that no Purchaser owns Securities, the Company covenants to maintain the
registration of the Class A Ordinary Shares under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions
in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof
pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.
4.3 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section
2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of
any Trading Market in a manner that would require shareholder approval prior to the closing of such other transaction unless shareholder
approval is obtained before the closing of such subsequent transaction.
4.4 Securities
Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the
transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto,
with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents
to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the
Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without
limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition, effective
upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under
any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, employees,
Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Purchasers or any of their Affiliates
on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Purchaser shall
be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and each Purchaser shall consult
with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor
any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company,
with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release
of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case
the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding
the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with
the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required
by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such
disclosure is required by law or Trading Market regulations in which case the Company shall, to the extent permitted by applicable law,
provide the Purchasers with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser
regarding such disclosure.
4.5 Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser
is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser
could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents
or under any other agreement between the Company and the Purchasers.
4.6 Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on its
behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes,
material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such information
and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each Purchaser
shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, any
of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public
information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not
have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates
or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of their respective
officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of,
such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice
provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any
Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant to a Current
Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions
in securities of the Company.
4.7 Use
of Proceeds. The Company shall use the net proceeds from the sale of the Securities as set forth in the Prospectus Supplement.
4.8 Indemnification
of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person
holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners
or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such
title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses,
liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court
costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of
or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement
or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their
respective Affiliates, by any shareholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions
contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations,
warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such
shareholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which
is finally judicially determined to constitute fraud, gross negligence or willful misconduct), or (c) in connection with any registration
statement of the Company providing for the resale by the Purchasers of the Warrant Shares issued and issuable upon exercise of the Pre-Funded
Warrants, the Company will indemnify each Purchaser Party, to the fullest extent permitted by applicable law, from and against any and
all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as incurred,
arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in such registration statement,
any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of
or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except
to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser
Party furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection
therewith. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement,
such Purchaser Party shall promptly notify the Company in writing, and, the Company shall have the right to assume the defense thereof
with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of
such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing,
(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there
is, in the reasonable opinion of counsel a material conflict on any material issue between the position of the Company and the position
of such Purchaser Party, in which case the Company shall be responsible for the reasonable and documented out-of-pocket fees and expenses
of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement
by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed;
or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach
of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction
Documents as determined by a final, non-appealable judgment of a court of competent jurisdiction. The indemnification required by this
Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills
are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of
any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.
4.9 Reservation
of Class A Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available
at all times, free of preemptive rights, a sufficient number of Class A Ordinary Shares for the purpose of enabling the Company to issue
Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Pre-Funded Warrants.
4.10
Listing of Class A Ordinary Shares. The Company hereby agrees to use its reasonable best efforts to maintain the listing or quotation
of the Class A Ordinary Shares on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall
apply to list or quote all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares
and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Class A Ordinary Shares traded
on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action
as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible.
The Company will then take all action reasonably necessary to continue the listing and trading of its Class A Ordinary Shares on a Trading
Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the
Trading Market. The Company agrees to maintain the eligibility of the Class A Ordinary Shares for electronic transfer through the Depository
Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository
Trust Company or such other established clearing corporation in connection with such electronic transfer.
4.11
Reserved.
4.12
Subsequent Equity Sales.
(a) From
the date hereof until 30 days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement
to issue or announce the issuance or proposed issuance of any Class A Ordinary Shares or Class A Ordinary Shares Equivalents or (ii) file
any registration statement or any amendment or supplement thereto, in each case other than as contemplated by this Agreement, except for
the filing of a Form S-8 registration statement covering the employee stock option plans.
(b) Reserved.
(c) Notwithstanding
the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction (beside existing
and outstanding transactions) shall be an Exempt Issuance.
4.13
Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration
is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate
right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the
Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase,
disposition or voting of Securities or otherwise.
4.14
Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short
Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time
that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in
Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated
by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser
will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules
(other than as disclosed to its legal and other representatives). Notwithstanding the foregoing and notwithstanding anything contained
in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty
or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions
contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no
Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable
securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to
the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade
in the securities of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates
or agents, including, without limitation, the Placement Agent, after the issuance of the initial press release as described in Section
4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers
manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions
made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply
with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered
by this Agreement.
4.15 Exercise
Procedures. The form of Notice of Exercise included in the Pre-Funded Warrants set forth the totality of the procedures required of
the Purchasers in order to exercise the Pre-Funded Warrants. No additional legal opinion, other information or instructions shall be required
of the Purchasers to exercise their Pre-Funded Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required
in order to exercise the Pre-Funded Warrants. The Company shall honor exercises of the Pre-Funded Warrants and shall deliver Warrant Shares
in accordance with the terms, conditions and time periods set forth in the Transaction Documents.
4.16 Lock-Up
Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements (or any substantially
similar lock-up agreements signed by transferees of the initial parties to the Lock-Up Agreements) except to extend the term of the lock-up
period and shall enforce the provisions of each Lock-Up Agreement (or any substantially similar lock-up agreements signed by transferees
of the initial parties to the Lock-Up Agreements) in accordance with its terms. If any party to a Lock-Up Agreement (or any substantially
similar lock-up agreements signed by transferees of the initial parties to the Lock-Up Agreements) breaches any provision of such agreement,
the Company shall promptly use its best efforts to seek specific performance of the terms of such agreement.
ARTICLE V.
MISCELLANEOUS
5.1 Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever
on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated
on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination
will affect the right of any party to sue for any breach by any other party (or parties).
5.2 Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses
of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without
limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered
by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.
5.3 Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement,
contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements
and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.
5.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered
via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City
time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email
attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30
p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The
address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice
provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any
Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 6-K.
5.5 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment, by the Company and Purchasers who purchased at least 50.1% in interest of the Shares and Pre-Funded Warrants
based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver,
by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately
and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers)
shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed
to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement
hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser
relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected
Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and
the Company.
5.6 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.
5.7 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other
than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or
transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by
the provisions of the Transaction Documents that apply to the “Purchasers.”
5.8 No
Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of the Company
in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.
5.9 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action
or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section
4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.
5.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery
of a “.pdf” format data file including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such “.pdf” signature page were an original thereof.
5.12
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by
such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
5.13
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions
of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document
and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or
withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole
or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an
exercise of a Pre-Funded Warrant, the applicable Purchaser shall be required to return any Class A Ordinary Shares subject to any such
rescinded exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such
shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Pre-Funded Warrant
(including, issuance of a replacement warrant certificate evidencing such restored right).
5.14
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.
5.15
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction
Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a
remedy at law would be adequate. Each party agrees that it shall not have a remedy of punitive or consequential damages against the other
and hereby waives any right or claim to punitive or consequential damages it may now have or that may arise in the future.
5.16
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise
or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or
are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,
without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or setoff had not occurred.
5.17
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other
Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way
acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser
shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement
or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in
any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of
the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate
with the Company through Hunter Taubman Fischer & Li LLC. Hunter Taubman Fischer & Li LLC does not represent any of the Purchasers
and only represents the Placement Agent. The Company has elected to provide all Purchasers with the same terms and Transaction Documents
for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood
and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser,
solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.
5.18
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
5.19
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts
have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts
are due and payable shall have been canceled.
5.20 Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein
shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.
5.21
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each
and every reference to share prices and Class A Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Class A Ordinary Shares that occur
after the date of this Agreement.
5.22
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.
| WEBUY
GLOBAL LTD |
|
Address for Notice: |
|
|
35 Tampines Street 92, Singapore, |
| |
|
528880 |
| |
|
|
| By: |
|
|
E-Mail: |
| |
Name: |
Bin Xue |
|
|
| |
Title: |
Chief Executive Officer |
|
|
| |
|
|
| With a copy
to (which shall not constitute notice): |
|
|
Ortoli Rosenstadt LLP, with office located at 366 Madison
Avenue, 3rd Floor, New York, NY 10017.
Telephone: 212-588-0022
Attention:
E-Mail:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE
AGREEMENT]
IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.
Name of Purchaser: ________________________________________________________
Signature of Authorized Signatory of Purchaser:
__________________________________
Name of Authorized Signatory: ________________________________________________
Title of Authorized Signatory: ________________________________________________
Email Address of Authorized Signatory: _________________________________________
Address for Notice to Purchaser:
Subscription Amount: $_________________
Shares: _________________
Pre-Funded
Warrants: ___________ Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%
EIN Number: _______________________
☐ Notwithstanding
anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the
securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to
sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the
Closing shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to
Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or
the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a
condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such
agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.
Exhibit A
Form of Pre-Funded Warrant
Exhibit 99.1
Webuy Global Ltd. Announces Pricing of $3.7 Million Registered Direct
Offering
Singapore, Dec. 16, 2024 (GLOBE NEWSWIRE) – Webuy Global Ltd.
(Nasdaq: WBUY) (“Webuy” or the “Company”), a Southeast Asian community e-commerce innovator, today announced that
it entered into a securities purchase agreement with certain institutional investors to purchase approximately 21,013,239 Class A ordinary
shares (or Class A ordinary share equivalents in lieu thereof) in a registered direct offering at a purchase price of $0.1756 per share.
The gross proceeds to the Company from the registered direct offering
are estimated to be approximately $3.7 million, before deducting the placement agent’s fees and other estimated offering expenses.
The offering is expected to close on or about December 17, 2024, subject to the satisfaction of customary closing conditions.
D. Boral Capital LLC is acting as exclusive placement agent for the
offering.
The proposed offering of the securities described above is being offered
by the Company pursuant to a “shelf” registration statement on Form F-3 (File No. 333-283356) filed with the Securities and
Exchange Commission (SEC) and declared effective by the SEC on December 3, 2024, and the accompanying prospectus contained therein.
The offering is being made only by means of a prospectus supplement
and accompanying prospectus. The prospectus supplement describing the terms of the public offering will be filed with the SEC prior to
the closing and will form a part of the effective registration statement.
Copies of the prospectus supplement and the accompanying prospectus
relating to this offering may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting D. Boral
Capital LLC Attention: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, by email at syndicate@dboralcapital.com
, or by telephone at (212) 970-5150.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About Webuy Global Ltd
Webuy Global Ltd. (Nasdaq: WBUY) is a forward-thinking, technology-driven
company aimed at becoming the leading e-commerce and travel platform in Southeast Asia. Leveraging advanced AI technologies, the Company
enhances its ‘group buy’ model by providing personalized recommendations, predictive demand analytics, and seamless community interactions.
In addition, Webuy integrates AI-powered travel solutions, such as its proprietary AI Travel Consultant, to deliver personalized itineraries,
group travel planning, and real-time support. These innovations streamline the traditional supply chain, foster a community-driven shopping
experience, and simplify travel planning for its users. Webuy is committed to improving the lives of millions of families in Southeast
Asia with high-quality, affordable products, services, and travel experiences. For more information, visit http://webuy.global.
Forward-Looking Statements
This press release contains forward-looking statements regarding the
Company’s current expectations. These statements are not guarantees of future performance and are subject to certain risks and uncertainties
described more fully in the Company’s filings with the SEC. Forward-looking statements are made as of this date, and the Company
undertakes no duty to update them, except as required by law.
Contact:
Webuy Global Ltd. Email: ir@webuy.global
Exhibit 99.2
Webuy Global Ltd Announces Closing of $3.7 Million
Registered Direct Offering
Singapore, Dec. 17, 2024 (GLOBE NEWSWIRE) –
Webuy Global Ltd (Nasdaq: WBUY) (the “Company”), a Southeast Asian community-oriented e-commerce retailor with a focus on
grocery and travel, today announced the closing of its previously announced registered direct offering with certain institutional investors
for the sale and purchase of an aggregate of 21,013,239 of the Company’s Class A ordinary shares, par value $0.000000385 per share
(the “Shares”) (or Class A ordinary share equivalents in lieu thereof) in a registered direct offering at a purchase price
of $0.1756 per share. The purchase price for the pre-funded warrants is $0.1755 to the purchase price for Shares, less the exercise price
of $0.0001 per share.
The gross proceeds to the Company from the registered
direct offering are estimated to be approximately $3.7 million, before deducting the placement agent’s fees and other estimated
offering expenses.
D. Boral Capital LLC acted as the exclusive placement
agent for the offering. Ortoli Rosenstadt LLP acted as counsel to the Company and Hunter Taubman Fischer & Li LLC acted as counsel
to D. Boral Capital LLC.
The proposed offering of the securities described above is being offered
by the Company pursuant to a “shelf” registration statement on Form F-3 (File No. 333-283356) filed by the Company with the
U.S. Securities and Exchange Commission (“SEC”) and declared effective by the SEC on December 3, 2024, and the accompanying
prospectus contained therein.
The offering was made only by means of a prospectus
supplement and accompanying prospectus. The prospectus supplement describing the terms of the public offering was filed with the SEC.
Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained on the SEC’s website
at http://www.sec.gov or by contacting D. Boral Capital LLC Attention: Syndicate Department, 590 Madison Avenue, 39th Floor, New York,
NY 10022, by email at syndicate@dboralcapital.com , or by telephone at +1 (212) 970-5150.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About Webuy Global Ltd
Webuy Global Ltd (Nasdaq: WBUY) is a forward-thinking, technology-driven
company aimed at becoming the leading e-commerce and travel platform in Southeast Asia. Leveraging advanced AI technologies, the Company
enhances its ‘group buy’ model by providing personalized recommendations, predictive demand analytics, and seamless community interactions.
In addition, Webuy integrates AI-powered travel solutions, such as its proprietary AI Travel Consultant, to deliver personalized itineraries,
group travel planning, and real-time support. These innovations streamline the traditional supply chain, foster a community-driven shopping
experience, and simplify travel planning for its users. Webuy is committed to improving the lives of millions of families in Southeast
Asia with high-quality, affordable products, services, and travel experiences. For more information, visit http://webuy.global.
Forward-Looking Statements
This press release contains forward-looking statements regarding the
Company’s current expectations. These statements are not guarantees of future performance and are subject to certain risks and uncertainties
described more fully in the Company’s filings with the SEC. Forward-looking statements are made as of this date, and the Company
undertakes no duty to update them, except as required by law.
Contact:
Webuy Global Ltd Email: ir@webuy.global
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