<SEC-DOCUMENT>0001193125-24-066440.txt : 20240313
<SEC-HEADER>0001193125-24-066440.hdr.sgml : 20240313
<ACCEPTANCE-DATETIME>20240313084125
ACCESSION NUMBER:		0001193125-24-066440
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20240313
FILED AS OF DATE:		20240313
DATE AS OF CHANGE:		20240313

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NaaS Technology Inc.
		CENTRAL INDEX KEY:			0001712178
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-RETAIL STORES, NEC [5990]
		ORGANIZATION NAME:           	07 Trade & Services
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			E9

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38235
		FILM NUMBER:		24744672

	BUSINESS ADDRESS:	
		STREET 1:		NEWLINK CENTER, AREA G, BLDG. 7,HUITONG
		STREET 2:		TIMES SQUARE, NO.1 YAOJIAYUAN SOUTH RD,
		CITY:			CHAOYANG DISTRICT, BEIJING
		STATE:			F4
		ZIP:			100024
		BUSINESS PHONE:		861085511066

	MAIL ADDRESS:	
		STREET 1:		NEWLINK CENTER, AREA G, BLDG. 7,HUITONG
		STREET 2:		TIMES SQUARE, NO.1 YAOJIAYUAN SOUTH RD,
		CITY:			CHAOYANG DISTRICT, BEIJING
		STATE:			F4
		ZIP:			100024

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RISE Education Cayman Ltd
		DATE OF NAME CHANGE:	20170718
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>d788263d6k.htm
<DESCRIPTION>FORM 6-K
<TEXT>
<HTML><HEAD>
<TITLE>Form 6-K</TITLE>
</HEAD>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM <FONT
STYLE="white-space:nowrap">6-K</FONT> </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>REPORT OF
FOREIGN PRIVATE ISSUER </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>PURSUANT TO RULE <FONT STYLE="white-space:nowrap">13a-16</FONT> OR
<FONT STYLE="white-space:nowrap">15d-16</FONT> </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>UNDER THE SECURITIES EXCHANGE ACT OF 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>For the month of March 2024 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Commission File Number: <FONT STYLE="white-space:nowrap">001-38235</FONT> </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>NaaS Technology Inc. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Translation of registrant&#146;s name into English) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Newlink
Center, Area G, Building 7, Huitong Times Square, </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>No.1 Yaojiayuan South Road, Chaoyang District, Beijing, China </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Address of principal executive office) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Indicate by check mark whether
the registrant files or will file annual reports under cover of Form <FONT STYLE="white-space:nowrap">20-F</FONT> or Form <FONT STYLE="white-space:nowrap">40-F.</FONT> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Form <FONT STYLE="white-space:nowrap">20-F&#8194;&#9746;&#8195;Form</FONT> <FONT STYLE="white-space:nowrap">40-F&#8194;&#9744;</FONT> </P>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>RECENT DEVELOPMENTS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company entered into a definitive agreement, dated March&nbsp;12, 2024, with a single, U.S. institutional investor for the purchase and sale of 4,761,905
American Depositary Shares of the Company (&#147;ADS&#148;) together with warrants to purchase up to 4,761,905 ADSs at a combined purchase price of US$1.26 per ADS and accompanying warrant (together the &#147;Securities&#148;), pursuant to a
registered direct offering for total gross proceeds of approximately US$6&nbsp;million, before deducting commissions and other estimated offering expenses. The warrants will have an exercise price of US$1.49 and will be exercisable beginning six
months following the date of issuance and will expire five years from the initial exercise date. The closing of the offering and sale of the Securities is expected to occur on or about March&nbsp;15, 2024, subject to the satisfaction of customary
closing conditions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Focusing on improving operational efficiency, the Company has achieved a positive net take rate (NTR, transaction-side gross margin)
for its interconnectivity services (as part of its charging services) while maintaining a 49% year-over-year growth in charging volume for its interconnectivity services during the month of January 2024. The Company&#146;s NTR for its
interconnectivity services reached 0.75% in February 2024. This achievement is built on the momentum of the continuous expansion of its charging service, with charging volume in the fourth quarter of 2023 increasing by over 55% as compared to the
same period in 2022. NTR is calculated by taking gross receipts from transactions, deducting transaction outgoings and incentives, and adding income from membership programs. This total is then expressed as a percentage of the total transaction
value. NTR measures the Company&#146;s return from transactions arising from its interconnectivity services after adjusting for incentives paid to <FONT STYLE="white-space:nowrap">end-users</FONT> to boost the use of the Company&#146;s network.
Through operational excellence and tailored approach to promotions, the Company has enhanced customer loyalty while fostering a positive network effect, supported by the expansion of its <FONT STYLE="white-space:nowrap">end-user</FONT> pool and
charging station ecosystem. In 2023, the Company witnessed a 80% year-over-year growth in charging volume for its charging services. Since September 2023, this momentum has been accompanied by consistent monthly increases in the NTR, achieving a
positive NTR of 0.75% in February 2024: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


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<TD WIDTH="64%"></TD>

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<TD></TD>
<TD></TD>
<TD></TD>

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<TD></TD>
<TD></TD>
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<TD VALIGN="bottom" WIDTH="2%"></TD>
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<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="18" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>2023</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>2024</B></TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center">September</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center">October</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center">November</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center">December</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center">January</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center">February</TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">NTR</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">-8.14</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">-6.17</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">-2.95</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">-0.92</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">0.02</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">0.75</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The continued growth reflects the Company&#146;s strategic focus on profitability and effective execution, which position the
Company for sustained growth. The Company remains committed to leveraging its expanding network to enhance shareholder value and maintain its leadership in the EV charging market. Please note that the foregoing data are unaudited and therefore
subject to adjustment. </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company currently expects its revenue for the full year of 2023 to be in the range of
RMB310&nbsp;million (US$44 million) to RMB330&nbsp;million (US$46 million),&nbsp;representing a year-over-year growth of 234% to 256%, respectively.&nbsp;The foregoing is the current and preliminary view of the Company&#146;s management and is
subject to changes and uncertainties. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Translations of certain RMB amounts into USD at specified rates are provided solely for the convenience of the
reader. Unless otherwise stated, all translations from RMB to USD were made at the rate of RMB7.0999 to US$1.00, the noon buying rate in effect on December&nbsp;29, 2023, in the H.10 statistical release of the Federal Reserve Board. The Company
makes no representation that the RMB or USD amounts referred could be converted into USD or RMB, as the case may be, at any particular rate or at all. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">This current report on Form <FONT STYLE="white-space:nowrap">6-K,</FONT> except for the press release attached hereto as Exhibit 99.1, is incorporated by
reference into the registration statement on Form <FONT STYLE="white-space:nowrap">F-3</FONT> of the Company (File <FONT STYLE="white-space:nowrap">No.&nbsp;333-273515)</FONT> and shall be a part thereof from the date on which this current report is
furnished, to the extent not superseded by documents or reports subsequently filed or furnished. </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT INDEX </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD WIDTH="90%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" ALIGN="center"><B>Exhibit&nbsp;No.</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>Description</B></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&#8199;4.6</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d788263dex46.htm">Registrant&#146;s Form of Warrant </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&#8199;5.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d788263dex52.htm">Opinion of Skadden, Arps, Slate, Meagher&nbsp;&amp; Flom LLP as to the warrants of NaaS Technology&nbsp;Inc. </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d788263dex101.htm">Form of Securities Purchase Agreement </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>99.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d788263dex991.htm">NaaS Technology Inc. Announces US$6 Million Registered Direct Offering </A></TD></TR>
</TABLE>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>NaaS Technology Inc.</B></TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="11%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="80%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Alex Wu</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Alex Wu</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Chief Financial Officer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Date: March&nbsp;13, 2024 </P>
</DIV></Center>

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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>2
<FILENAME>d788263dex46.htm
<DESCRIPTION>EX-4.6
<TEXT>
<HTML><HEAD>
<TITLE>EX-4.6</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE" STYLE="line-height:Normal">


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 4.6 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BY AMERICAN DEPOSITARY SHARES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>NAAS TECHNOLOGY INC. </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="51%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Maximum Number of Warrant Shares issuable [&#149;]</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Maximum Number of Warrant ADSs issuable: [&#149;]</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Initial Exercise Date: September [&#149;], 2024</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Issue Date: March [&#149;], 2024</P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this
&#147;<U>Warrant</U>&#148;) certifies that, for value received, [&#149;] or its assigns (the &#147;<U>Holder</U>&#148;) 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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on September [&#149;], 2029 (the &#147;<U>Termination Date</U>&#148;) but not thereafter, to subscribe for and purchase from NaaS Technology Inc., an exempted
company incorporated under the laws of the Cayman Islands (the &#147;<U>Company</U>&#148;), up to [&#149;] Ordinary Shares, with a nominal or par value of $0.01 per share, of the Company (the &#147;<U>Warrant Shares</U>&#148;), represented by up to
[&#149;] ADSs (such ADSs issuable upon exercise of this Warrant, the &#147;<U>Warrant ADSs</U>&#148;), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section&nbsp;2(b).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section</U><U></U><U>&nbsp;1. Definitions</U>. Capitalized terms used and not otherwise defined herein shall have the meanings set
forth in that certain Securities Purchase Agreement (the &#147;<U>Purchase Agreement</U>&#148;), dated March [&#149;], 2024, among the Company and each purchaser signatory thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section</U><U></U><U>&nbsp;2. Exercise</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">a) <U>Exercise of Warrant</U>. 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 <FONT STYLE="white-space:nowrap">e-mail</FONT> (or <FONT STYLE="white-space:nowrap">e-mail</FONT>
attachment) of the Notice of Exercise in the form annexed hereto as <B>Exhibit A</B> (the &#147;<U>Notice of Exercise</U>&#148;). Within the earlier of (i)&nbsp;two (2) Trading Days, the Holder shall deliver the aggregate Exercise Price for the
Warrant ADSs specified in the applicable Notice of Exercise by wire transfer or cashier&#146;s check drawn on a United States bank unless the cashless exercise procedure specified in Section&nbsp;2(c) below is specified in the applicable Notice of
Exercise.<B></B>&nbsp;No <FONT STYLE="white-space:nowrap">ink-original</FONT> 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 ADSs available hereunder and this Warrant has been exercised in full, in which
case, the Holder shall surrender this Warrant to the Company for cancellation within three (3)&nbsp;Trading Days of 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 ADSs available hereunder shall have the effect of lowering the outstanding number of Warrant ADSs purchasable hereunder in an amount equal to the applicable number of Warrant ADSs purchased. The Holder and
the Company shall maintain records showing the number of Warrant ADS purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1)&nbsp;Trading Day of receipt of such notice. <B>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 ADSs hereunder, the number of Warrant ADSs available for purchase
hereunder at any given time may be less than the amount stated on the face hereof.</B> </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">b) <U>Exercise Price</U>. The exercise price per Ordinary Share under this Warrant shall be
$[&#149;], subject to adjustment hereunder (the &#147;<U>Exercise Price</U>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">c) <U>Cashless Exercise</U>. If at the time of
exercise hereof there is no effective registration statement registering or the prospectus contained therein is not available for the issuance or resale of the Warrant ADSs to or by the Holder, then this Warrant may be exercised, in whole or in
part, at such time by means of a &#147;cashless exercise&#148; in which the Holder shall be entitled to receive a number of Warrant ADSs equal to the quotient obtained by dividing <FONT STYLE="white-space:nowrap">[(A-B)</FONT> (X)] by (A), where:
</P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD VALIGN="top">(A)&#8199;=</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">as applicable: (i)&nbsp;the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)&nbsp;both executed and delivered pursuant to Section&nbsp;2(a) hereof on a day
that is not a Trading Day or (2)&nbsp;both executed and delivered pursuant to Section&nbsp;2(a) hereof on a Trading Day prior to the opening of &#147;regular trading hours&#148; (as defined in Rule 600(b) of Regulation NMS promulgated under the
federal securities laws) on such Trading Day, (ii)&nbsp;at the option of the Holder, either (y)&nbsp;the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z)&nbsp;the Bid Price of the ADSs on the
principal Trading Market as reported by Bloomberg L.P. (&#147;Bloomberg&#148;) as of the time of the Holder&#146;s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during &#147;regular trading hours&#148; on a
Trading Day and is delivered within two (2)&nbsp;hours thereafter (including until two (2)&nbsp;hours after the close of &#147;regular trading hours&#148; on a Trading Day) pursuant to Section&nbsp;2(a) hereof or (iii)&nbsp;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&nbsp;2(a) hereof after the close of &#147;regular trading hours&#148; on such
Trading Day;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">(B)&#8199;=</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">the Exercise Price, as adjusted hereunder; and</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">(X)&#8199;=</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">the number of Warrant ADSs 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.</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If Warrant ADSs are issued in such a cashless exercise, the parties acknowledge and agree that in accordance
with Section&nbsp;3(a)(9) of the Securities Act, the Warrant ADSs shall take on the registered characteristics of this Warrant. The Company agrees not to take any position contrary to this Section&nbsp;2(c), except to the extent required by
applicable law, rules, or regulations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be
automatically exercised via cashless exercise pursuant to this Section&nbsp;2(c). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Bid Price</U>&#148; means, for any date, the price determined by the first of the
following clauses that applies: (a)&nbsp;if the ADSs are then listed or quoted on a Trading Market, the bid price of the ADSs for the time in question (or the nearest preceding date) on the Trading Market on which the ADSs 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 ADSs are not then listed or quoted on a Trading Market and if prices for the Ordinary Shares are then reported on
OTCQB or OTCQX, as applicable, the VWAP of the ADSs for such date (or the nearest preceding date) on OTCQB or OTCQX, as applicable, (c)&nbsp;if the ADSs are not then listed or quoted for trading on a Trading Market or on OTCQB or OTCQX and if prices
for the ADSs are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per ADS so reported, or (d)&nbsp;in all other cases, the fair market value of an
ADS as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrant Shares issuable under Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which
shall be paid by the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Trading Day</U>&#148; means any day on which the Trading Market is open for trading, including any
day on which the Trading Market is open for trading for a period of time less than the customary time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>VWAP</U>&#148; means, for
any date, the price determined by the first of the following clauses that applies: (a)&nbsp;if the ADSs are then listed or quoted on a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date)
on the Trading Market on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (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 ADSs are not then listed or quoted on a
Trading Market but are then listed or quoted for trading on the OTCQB or OTCQX, the volume weighted average price of the ADSs for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c)&nbsp;if the ADSs are not then listed or
quoted for trading on a Trading Market or the OTCQB or OTCQX and if prices for the ADSs are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per
ADS so reported, or (d)&nbsp;in all other cases, the fair market value of an ADS as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrant Shares issuable under Warrants then outstanding
and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">d) <U>Mechanics of Exercise</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">i <U>Delivery of Warrant ADS Shares Upon Exercise</U>. The Company shall or shall cause its agent to deposit the Warrant Shares subject to
such exercise with the Depositary, and cause the Depositary to credit the account of the Holder&#146;s or its designee&#146;s balance account with The Depository Trust Company (other than a failure to deposit or credit, as the case may be, caused by
incorrect or incomplete information provided by the Holder to the Company) through its Deposit/Withdrawal at Custodian system (&#147;<U>DWAC</U>&#148;) if the Depositary is then a participant in such system and either (A)&nbsp;there is an effective
registration statement permitting the issuance of the Warrant ADSs to or resale of the Warrant ADSs by the Holder or (B)&nbsp;the Warrant ADSs are eligible for resale by the Holder without volume or <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">manner-of-sale</FONT></FONT> limitations pursuant to Rule 144 (assuming cashless exercise of this Warrant), and otherwise electronic (registered in book-entry format) or by physical delivery of a certificate, registered in
the name of the Holder or its designee, for the number of Warrant ADSs 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 three (3)&nbsp;Trading Days after
the delivery to the Company of the Notice of Exercise (such date, the &#147;<U>Delivery Date</U>&#148;), provided, however, that such date shall automatically be extended by one additional Trading Day for each Trading Day in the period commencing on
the date of delivery to the Company of the Notice of Exercise and ending on the date that is three (3)&nbsp;Trading Days after such date, that is a day on which banking institutions in the jurisdictions in which the Registrar, Custodian or
Depositary (and/or the transfer agent) are located are authorized by law, regulation or executive order to close (such date, the &#147;<U>Warrant ADS Delivery Date</U>&#148;), provided, that the Company shall not be obligated to cause the delivery
of the Warrant ADSs hereunder unless the Company has received the aggregate Exercise Price (other than in the case of a cashless exercise) on or before the Warrant ADS Delivery Date. The Warrant Shares represented by the Warrant ADSs shall be deemed
to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become the holder of record of the Warrant ADSs for all purposes, as of the date the Warrant has been exercised, irrespective of the date
of delivery of the Warrant ADSs, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant ADS Delivery Date. If the Company fails for any reason to cause the delivery to the
Holder of the Warrant ADSs subject to a Notice of Exercise by the Warrant ADS 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 ADSs subject to such exercise (based on
the VWAP of the ADSs on the date of the applicable Notice of Exercise), $10 per Trading Day for each Trading Day after the Warrant ADS Delivery Date until such Warrant ADSs are delivered or the Holder rescinds such exercise. The Company agrees to
maintain a depositary and transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable, if applicable. 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 ADSs hereunder, the number of Warrant ADSs available for purchase hereunder at any given time will be less than the amount stated on the face hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">ii <U>Delivery of New Warrants Upon Exercise</U>. 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 ADSs, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant ADSs called for by this Warrant, which
new Warrant shall in all other respects be identical with this Warrant. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">iii <U>Rescission Rights</U>. If the Company fails to cause the
Depositary to Deliver to the Holder the Warrant ADSs pursuant to Section&nbsp;2(d)(i) by the Warrant ADSs Date, then the Holder will have the right to rescind such exercise. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">iv <U>Compensation for <FONT STYLE="white-space:nowrap">Buy-In</FONT> on Failure to Timely
Deliver Warrant ADS Upon Exercise</U>. In addition to any other rights available to the Holder, if the Company fails to cause the Depositary to transmit to the Holder the Warrant ADSs in accordance with the provisions of Section&nbsp;2(d)(i) above
pursuant to an exercise on or before the Warrant ADS Delivery Date (other than a failure caused by incorrect or incomplete information provided by the Holder to the Company), and if after such date the Holder is required by its broker to purchase
(in an open market transaction or otherwise) or the Holder&#146;s brokerage firm otherwise purchases, ADSs to deliver in satisfaction of a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving upon such exercise (a &#147;<U><FONT
STYLE="white-space:nowrap">Buy-In</FONT></U>&#148;), then the Company shall (A)&nbsp;pay in cash to the Holder the amount, if any, by which (x)&nbsp;the Holder&#146;s total purchase price (including brokerage commissions, if any) for the ADSs so
purchased in lieu of the number of Warrant ADSs that the Company was required to deliver to the Holder in connection with the exercise at issue exceeds (y)&nbsp;the amount obtained by multiplying (1)&nbsp;the number of Warrant ADSs that the Company
was required to deliver to the Holder in connection with the exercise at issue times (2)&nbsp;the price at which the sell order giving rise to such purchase obligation was executed, and (B)&nbsp;at the option of the Holder, either reinstate the
portion of the Warrant and equivalent number of Warrant ADSs for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of ADSs that would have been issued had the Company
timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares represented by ADSs having a total purchase price of $11,000 to cover a <FONT STYLE="white-space:nowrap">Buy-In</FONT> with
respect to an attempted exercise of Warrant ADSs with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A)&nbsp;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 <FONT STYLE="white-space:nowrap">Buy-In</FONT> and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall
limit a Holder&#146;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&#146;s failure to cause the
timely delivery of the Ordinary Shares represented by ADSs upon exercise of the Warrant as required pursuant to the terms hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">v <U>No
Fractional Shares or Scrip</U>. No fractional Warrant Shares or Warrant ADSs shall be issued upon the exercise of this Warrant. As to any fraction of a share or ADS 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 down to the next whole share or ADS. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">vi <U>Charges, Taxes and Expenses</U>. Issuance of Warrant ADSs 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 ADSs, all of which taxes and expenses shall be paid by the Company, and such Warrant ADSs 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 ADSs 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 <B>Exhibit
B</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 fees of the Depositary including, without
limitation, all fees in connection with the issuance of the Warrant ADSs and all fees to The Depository Trust Company (or another established clearing corporation performing similar functions) required for
<FONT STYLE="white-space:nowrap">same-day</FONT> electronic delivery of the Warrant ADSs. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">vii <U>Closing of Books</U>. The Company will
not close its [register of members] in any manner that prevents the timely exercise of this Warrant, pursuant to the terms hereof. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">e) <U>Holder&#146;s Exercise Limitations</U>. The Company shall not effect any exercise of
this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section&nbsp;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 (i)&nbsp;Holder&#146;s Affiliates, (ii)&nbsp;any other Persons acting as a group together with the Holder or any of the Holder&#146;s Affiliates and (iii)&nbsp;any other Persons whose beneficial ownership of
Warrant ADSs would be aggregated with the Holder&#146;s for the purposes of determination of beneficial ownership pursuant to Section&nbsp;13(d) and Rule <FONT STYLE="white-space:nowrap">13d-3</FONT> of the Exchange Act (such Persons,
&#147;<U>Attribution Parties</U>&#148;)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its
Affiliates and Attribution Parties shall include the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Ordinary Shares which would be issuable
upon (i)&nbsp;exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii)&nbsp;exercise or conversion of the unexercised or nonconverted portion of any
other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein that are 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&nbsp;2(e), beneficial ownership shall be calculated in accordance with Section&nbsp;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&nbsp;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&nbsp;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&#146;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. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section&nbsp;13(d) of the
Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section&nbsp;2(e), in determining the number of outstanding Ordinary Shares, the Holder may rely on the number of outstanding Ordinary Shares as reflected in
(x)&nbsp;the Company&#146;s most recent periodic or annual report or other public filing filed with the Commission, as the case may be, (y)&nbsp;a more recent public announcement by the Company or (z)&nbsp;any other written notice by the Company
setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of the Holder, the Company shall within one (1)&nbsp;Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary
Shares then outstanding. In any case, the number of outstanding 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 Ordinary Shares was reported. The &#147;Beneficial Ownership Limitation&#148; shall be 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to
the issuance of 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&nbsp;2(e), provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section&nbsp;2(e) shall
continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty first (61st) day after such notice is delivered to the Company. The provisions of this paragraph shall not be construed and implemented in a
manner otherwise than in strict conformity with the terms of this Section&nbsp;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. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section</U><U></U><U>&nbsp;3. Certain Adjustments</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">a) <U>Share Dividends and Splits</U>. If the Company, at any time while this Warrant is outstanding: (i)&nbsp;pays a share dividend or
otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company
upon exercise of this Warrant), as applicable, (ii)&nbsp;subdivides outstanding Ordinary Shares or ADSs (including by way of a change in the ratio of Ordinary Shares represented by an ADS) into a larger number of shares or ADSs, as applicable,
(iii)&nbsp;combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs (including by way of a change in the ratio of Ordinary Shares represented by an ADS) into a smaller number of shares or ADSs, as applicable, or
(iv)&nbsp;issues by reclassification of Ordinary Shares, ADSs or any share of the Company, as applicable, 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 Ordinary Shares or ADSs, as applicable, (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares or ADSs, as applicable, 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; provided, that any reduction in nominal
value of Ordinary Shares without any dividend or distribution shall not lead to any such adjustment. Any adjustment made pursuant to this Section&nbsp;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 <FONT STYLE="white-space:nowrap">re-classification.</FONT> </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">b) <U>Subsequent Equity Sales</U>. If, at any time during the twelve (12)-month period
following the Issuance Date the Company issues or sells, or in accordance with this Section&nbsp;3 is deemed to have granted, issued or sold (or enter into any agreement to grant issue or sell), any ADS, Ordinary Shares or Ordinary Share Equivalents
(including the issuance or sale of ADS, Ordinary Shares or Ordinary Share Equivalents owned or held by or for the account of the Company, but excluding any securities issued or sold or deemed to have been issued or sold solely in connection with the
LMR Notes or an Exempt Issuance) for a consideration per share (the &#147;<U>New Issuance Price</U>&#148;) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise
Price then in effect is referred to herein as the &#147;<U>Applicable Price</U>&#148;) (the foregoing a &#147;<U>Dilutive Issuance</U>&#148;), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the
New Issuance Price (the &#147;<U>Dilutive Issuance Conversion Price</U>&#148;). Notwithstanding anything herein to the contrary, no adjustment will be made under this Section&nbsp;3(b) in respect of an Exempt Issuance. If the Company enters into a
Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued ADSs, Ordinary Shares or Ordinary Share Equivalents at the lowest possible price, conversion price or exercise price
at which such securities may be issued, converted or exercised, <U>provided, however</U> that in the case of an <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offering, a dilutive issuance shall only be
deemed to have been made upon the occurrence of a sale pursuant to such <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">At-the-Market-Offering.</FONT></FONT>
&#147;<U><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offering</U>&#148; means an offering by the Company of newly issued ADSs or Ordinary Shares, which is incrementally sold into a trading market
through a broker-dealer at the market price. At June&nbsp;30, 2024, September&nbsp;30, 2024 and December&nbsp;31, 2024, a Dilutive Issuance shall be deemed to have occurred and the Exercise Price then in effect shall be reduced to an amount equal to
the lowest issuance price made pursuant to a conversion of the LMR Notes during the three months prior to such date, provided, however that if an issuance pursuant to a conversion of the LMR Notes has not been made during such thee-month period, no
Dilutive Issuance will be deemed to have occurred. On the <FONT STYLE="white-space:nowrap">one-year</FONT> anniversary of the Issuance Date, a Dilutive Issuance shall be deemed to have occurred, and the Exercise Price then in effect shall be reduced
to an amount equal to the lowest daily VWAP during the five (5)&nbsp;consecutive Trading Days immediately following the date that is the <FONT STYLE="white-space:nowrap">one-year</FONT> anniversary of the Issuance Date. The Company shall notify the
Holder in writing, no later than the Trading Day following the issuance or deemed issuance of any ADS, Ordinary Shares or Ordinary Share Equivalents subject to this Section&nbsp;3(b), indicating therein the applicable issuance price, or applicable
reset price, exchange price, conversion price and other pricing terms (such notice, the &#147;<U>Dilutive Issuance Notice</U>&#148;). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this
Section&nbsp;3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Dilutive Issuance Conversion Price on or after the date of such Dilutive Issuance, regardless of whether a
Holder accurately refers to the Dilutive Issuance Conversion Price in the Notice of Exercise. <U>Provided, however</U>, that the Conversion Price may not be adjusted pursuant to this Section&nbsp;3b to less than $1.00 per Warrant ADS, which, for
avoidance of doubt, represents a price per Ordinary Share of $0.10. For purposes of determining the adjusted Conversion Price under this Section&nbsp;3(b), the following shall be applicable: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">i <U>Issuance of Options</U>. If the Company in any manner grants or sells, or the Company publicly announces the issuance or sale of, any
rights, warrants or options to subscribe for or purchase ADSs, Ordinary Shares or Ordinary Share Equivalents (&#147;<U>Options</U>&#148;) and the lowest price per share for which one ADS or one Ordinary Share is issuable upon the exercise of any
such Options or upon conversion, exercise or exchange of any Ordinary Share Equivalent issuable upon exercise of any such Options is less than the then Conversion Price, then such Ordinary Shares shall be deemed to be outstanding and to have been
issued and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this Section&nbsp;3(b)(i), the &#147;lowest price per share for which one ADS or one Ordinary Share is issuable upon the
exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Options&#148; shall be equal to (1)&nbsp;the sum of the lowest amounts of consideration (if any) received or
receivable by the Company with respect to any one ADS or Ordinary Share upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Ordinary Share Equivalents issuable upon
exercise of such Option or otherwise pursuant to the terms thereof minus (2)&nbsp;the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option, upon exercise of such
Option and upon conversion, exercise or exchange of any Ordinary Share Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit
conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Ordinary Shares or of such Ordinary Share Equivalents upon the
exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such Ordinary Shares upon conversion, exercise or exchange of such Ordinary Share Equivalents. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">ii <U>Issuance of Convertible Securities</U>. If the Company in any manner issues or sells
(or enters into any agreement to issue or sell) any Ordinary Share Equivalents (other than Options) and the lowest price per share for which one ADS or one Ordinary Shares is at any time issuable upon the conversion, exercise or exchange thereof or
otherwise pursuant to the terms thereof is less than the Applicable Price, then such ADSs or Ordinary Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Ordinary Share
Equivalents for such price per share. For the purposes of this Section&nbsp;3(b)(ii) Certain Adjustments, the &#147;lowest price per share for which one Ordinary Share is at any time issuable upon the conversion, exercise or exchange thereof or
otherwise pursuant to the terms thereof&#148; shall be equal to (1)&nbsp;the lower of (x)&nbsp;the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one ADS or one Ordinary Share upon the
issuance or sale of the Ordinary Share Equivalents and upon conversion, exercise or exchange of such Ordinary Share Equivalents or otherwise pursuant to the terms thereof and (y)&nbsp;the lowest conversion price set forth in such Ordinary Share
Equivalents for which one ADS or Ordinary Share is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2)&nbsp;the sum of all
amounts paid or payable to the holder of such Ordinary Share Equivalents (or any other Person) upon the issuance or sale of such Ordinary Share Equivalents plus the value of any other consideration received or receivable by, or benefit conferred on,
the holder of such Ordinary Share Equivalents (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Ordinary Shares upon conversion, exercise or exchange of
such Ordinary Share Equivalents or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Ordinary Share Equivalents is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made
pursuant to other provisions of this Section&nbsp;3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">iii <U>Change in Option Price or Rate of Conversion</U>. If the purchase or exercise price
provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Equivalents, or the rate at which any Ordinary Share Equivalents are convertible into or exercisable or
exchangeable for Ordinary Shares increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section&nbsp;3(a), the Exercise Price in effect at the
time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Equivalents provided for such increased or decreased purchase price, additional consideration
or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section&nbsp;3(b)(iii), if the terms of any Option or Ordinary Share Equivalents that was outstanding as of the date
this Warrant was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Equivalents and the Ordinary Shares deemed issuable upon exercise, conversion or exchange thereof
shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section&nbsp;3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">iv <U>Calculation of Consideration Received</U>. If any Ordinary Shares, Options or Ordinary Share Equivalents are issued or sold or deemed to
have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by the Company therefor. If any Ordinary Shares, Options or Ordinary Share Equivalents are issued or sold for a consideration other
than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the
Company will be the Closing Sale Price of such publicly traded securities on the date of receipt of such publicly traded securities. If any Ordinary Shares, Options or Ordinary Share Equivalents are issued to the owners of the <FONT
STYLE="white-space:nowrap">non-surviving</FONT> entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and
business of the <FONT STYLE="white-space:nowrap">non-surviving</FONT> entity as is attributable to such Ordinary Shares, Options or Ordinary Share Equivalents, as the case may be. The fair value of any consideration other than cash or publicly
traded securities will be determined jointly by the Company and the holders of the then outstanding warrants issued pursuant to the Purchase Agreement entitling such holders to a majority of the Ordinary Shares issuable upon conversion of all then
outstanding warrants (the &#147;<U>Required Holders</U>&#148;). If such parties are unable to reach agreement within ten (10)&nbsp;Business Days after the occurrence of an event requiring valuation (the &#147;<U>Valuation Event</U>&#148;), the fair
value of such consideration will be determined within five (5)&nbsp;Business Days after the tenth (10th) Business Day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Required Holders. The
determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">v <U>Record Date</U>. In case the Company shall take a record of the holders of its ADS or Ordinary Shares for the purpose of entitling them
(i)&nbsp;to receive a dividend or other distribution payable in ADSs, Ordinary Shares, Ordinary Share Equivalents or (ii)&nbsp;to subscribe for or purchase ADSs Ordinary Shares, or Ordinary Share Equivalents, then such record date shall be deemed to
be the date of the issue or sale of the Ordinary Shares deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the
case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">vi <U>Treasury Shares</U>. The number of Ordinary Shares outstanding at any given time shall not include shares owned or
held by or for the account of the Company or any of its wholly-owned subsidiaries, and the disposition of any such shares (other than the cancellation or retirement thereof) shall be considered an issue or sale of Ordinary Shares for the purpose of
this Section&nbsp;3(b). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">c) <U>Subsequent Rights Offerings</U>. In addition to any adjustments pursuant to
Section&nbsp;3(a) above, if at any time the Company grants, issues or sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders of any class of Ordinary Shares (the
&#147;<U>Purchase Rights</U>&#148;), 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 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 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&#146;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 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). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">d) <U>Pro Rata Distributions</U>. 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 Ordinary Shares, by way of return of capital or otherwise (including, without limitation, any distribution of cash,
shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a &#147;<U>Distribution</U>&#148;), at any time after the issuance of
this Warrant, then, in each such case, the Holder shall be entitled to receive an amount equal to the value of and of the same type as such Distribution that the Holder would have received if the Holder had held the number of 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 Ordinary Shares are to be determined for the participation in such Distribution (a &#147;<U>Warrant Distribution</U>&#148;); provided, however, that to the extent that the
Holder&#146;s right to receive any such Warrant Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to receive such Warrant Distribution to such extent (or in the beneficial
ownership of any Ordinary Shares as a result of such Warrant 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. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">e) <U>Fundamental Transaction</U>. If, at any time while this Warrant is outstanding,
(i)&nbsp;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)&nbsp;the Company, 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, (iii)&nbsp;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 Ordinary Shares (including Ordinary Shares underlying ADSs) are permitted to sell, tender or exchange their shares for other securities, cash or property, which has been accepted by the
holders of 50% or more of the outstanding Ordinary Shares (including Ordinary Shares underlying ADSs), (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of
the Ordinary Shares (including Ordinary Shares underlying ADSs) or any compulsory share exchange pursuant to which the Ordinary Shares (including Ordinary Shares underlying ADSs) is effectively converted into or exchanged for other securities, cash
or property (excluding, for the avoidance of doubt, any change in the nominal value of Ordinary Shares absent a concurrent distribution), or (v)&nbsp;the Company, directly or indirectly, in one or more related transactions consummates a share
purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, <FONT STYLE="white-space:nowrap">spin-off,</FONT> merger, amalgamation or scheme of arrangement) with another Person or group of
Persons whereby such other Person or group acquires more than 50% of the outstanding Ordinary Shares (including Ordinary Shares underlying ADSs) (not including any Ordinary Shares (including Ordinary Shares underlying ADSs) held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such share purchase agreement or other business combination) (each a &#147;<U>Fundamental Transaction</U>&#148;), 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&nbsp;2(e) on the exercise of this Warrant), the number of securities of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the
&#147;<U>Alternate Consideration</U>&#148;) receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares (including Ordinary Shares underlying ADSs) for which this Warrant is exercisable immediately prior to
such Fundamental Transaction (without regard to any limitation in Section&nbsp;2(e) on the exercise of this Warrant). 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 the number of Ordinary Shares underlying one Warrant ADS 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 Ordinary Shares (including Ordinary Shares underlying ADSs) 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.
Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, except where such transaction does not result in a change of control of the Company, the Company or any Successor Entity (as defined below) shall, at the
Holder&#146;s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this
Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided,
however, that if the Fundamental Transaction is not within the Company&#146;s control, including not approved by the Company&#146;s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same type
or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Ordinary Shares of the Company in connection with the Fundamental
Transaction, whether that consideration be in the form of cash, share or any combination thereof, or whether the holders of Ordinary Shares are given the choice to receive from among alternative forms of consideration in connection with the
Fundamental Transaction; provided, further, that if holders of Ordinary Shares of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary Shares will be deemed to have received equity of the
Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. &#147;<U>Black Scholes Value</U>&#148; means the value of this Warrant based on the Black Scholes Option Pricing Model
obtained from the &#147;OV&#148; function on Bloomberg, L.P. (&#147;<U>Bloomberg</U>&#148;) determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A)&nbsp;a risk-free interest rate
corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B)&nbsp;an expected volatility equal to an expected volatility
equal to the volatility for the remaining exercised period as obtained from the HVT function on Bloomberg (determined utilizing a <FONT STYLE="white-space:nowrap">365-day</FONT> annualization factor) as of the Trading Day immediately following the
public announcement of the applicable Fundamental Transaction, (C)&nbsp;the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any <FONT
STYLE="white-space:nowrap">non-cash</FONT> consideration, if any, being offered in such Fundamental Transaction, (D)&nbsp;a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction
and the Termination Date, and (E)&nbsp;zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five (5)&nbsp;Trading Days of the Holder&#146;s election (or, if later, on the
effective date of the Fundamental Transaction). The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the &#147;<U>Successor Entity</U>&#148;) to assume in writing all of the obligations
of the Company under this Warrant in accordance with the provisions of this Section&nbsp;3(d) 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 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 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 succeed to, and be substituted for (so that
from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the &#147;Company&#148; shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of
the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">f) <U>Calculations</U>. All calculations under this Section&nbsp;3 shall be made to the
nearest cent or the nearest 1/100th of an Ordinary Share, as the case may be. For purposes of this Section&nbsp;3, the number of Ordinary Shares or ADSs, as applicable, deemed to be issued and outstanding as of a given date shall be the sum of the
number of Ordinary Shares or ADSs, as applicable (excluding treasury shares, if any, and excluding Class&nbsp;A ordinary shares issued to JPMorgan Chase Bank, N.A., the depositary of the Company&#146;s ADS program, for bulk issuance of ADSs reserved
for future issuances upon the exercise or vesting of awards granted under the Company&#146;s stock incentive plans), issued and outstanding. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">g) <U>Notice to Holder</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">i <U>Adjustment to Exercise Price</U>. Whenever the Exercise Price is adjusted pursuant to any provision of this Section&nbsp;3, the Company
shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant ADSs and setting forth a brief statement of the facts requiring such
adjustment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">ii <U>Notice to Allow Exercise by Holder</U>. If (A)&nbsp;the Company shall declare a dividend (or any other distribution in
whatever form) on the Ordinary Shares (including Ordinary Shares represented by ADSs), (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares (including Ordinary Shares represented by ADSs), (C)
the Company shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any equity securities of any class or of any rights (including Ordinary Shares represented by ADSs), (D) the approval of
any shareholders of the Company shall be required in connection with any reclassification of the Ordinary Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the
Company, or any compulsory share exchange whereby the Ordinary Shares or ADSs are converted into other securities, cash or property, or (E)&nbsp;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 deliver or cause to be delivered by facsimile or email to the Holder at its last facsimile number or 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)&nbsp;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 the Ordinary Shares or ADSs of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y)&nbsp;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 Ordinary Shares or ADSs of record shall be entitled to exchange their Ordinary Shares or
ADSs 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. To the extent that any notice provided in this Warrant constitutes, or contains, material, <FONT STYLE="white-space:nowrap">non-public</FONT> information regarding
the Company or any of the Subsidiaries, the Company shall simultaneously furnish such notice with the Commission pursuant to a Report on Form <FONT STYLE="white-space:nowrap">6-K.</FONT> 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">iii <U>Voluntary Adjustment by the Company</U>. Subject to the rules and regulations of the
Trading Market on which the ADSs are then listed, the Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and for any period of time deemed
appropriate by the board of directors of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section</U><U></U><U>&nbsp;4. Transfer of Warrant</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">a) <U>Transferability</U>. Subject to compliance with any applicable securities laws, 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 <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorney-in-fact</FONT></FONT> 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 two (2)&nbsp;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 ADSs without having a new Warrant issued. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">b) <U>New Warrants</U>. 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
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorney-in-fact.</FONT></FONT> Subject to compliance with Section&nbsp;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 Issue Date and shall be identical with this Warrant
except as to the number of Warrant ADSs issuable pursuant thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">c) <U>Warrant Register</U>. The Company shall register this Warrant,
upon records to be maintained by the Company for that purpose (the &#147;<U>Warrant Register</U>&#148;), 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section</U><U></U><U>&nbsp;5. Miscellaneous</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">a) <U>No Rights as Shareholder Until Exercise; No Settlement in Cash</U>. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a shareholder of the Company or, prior to the exercise hereof as set forth in Section&nbsp;2(d)(i), as an ADS holder of the Company, except as expressly set forth in Section&nbsp;3. Without limiting the rights of a
Holder to receive Warrant ADSs on a &#147;cashless exercise,&#148; and to receive the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash settle an exercise of this Warrant. </P>

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">b) <U>Loss, Theft, Destruction or Mutilation of Warrant</U>. 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, 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, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of such Warrant.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">c) <U>Saturdays, Sundays, Holidays, etc</U>. 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">d) <U>Authorized Shares</U>. The Company covenants that, at or prior to the Initial Exercise Date and for so long thereafter as the Warrant is
outstanding and exercisable, it will reserve from its authorized and unissued Ordinary Shares a sufficient number of shares to provide for the issuance of the Warrant ADSs and underlying Ordinary 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 ADSs upon the exercise of the purchase rights under this
Warrant. The Company will take all such commercially reasonable action as may be necessary to assure that such Warrant ADSs may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the
applicable Trading Market upon which the ADSs may be listed. The Company covenants that all Ordinary Shares issuable upon the exercise of this Warrant will, upon exercise hereof and payment therefor 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), and that the
ADSs issuable on exchange of such Ordinary Shares pursuant to the Deposit Agreement will have the rights and obligations accorded thereto under the Deposit Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">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 articles of association 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)&nbsp;not increase the par value of any Warrant ADSs (including Ordinary Shares underlying the Warrant ADSs) above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (ii)&nbsp;take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Ordinary Shares underlying the Warrant ADSs upon the exercise of
this Warrant, and such that the Depositary may issue the Warrant ADSs upon deposit of such Ordinary Shares in accordance with the terms of the Deposit Agreement, and (iii)&nbsp;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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Before taking any action which would result in an adjustment in the number of Warrant ADSs
for which this Warrant is exercisable or in the Exercise Price, the Company shall use commercially reasonable efforts to obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body
or bodies having jurisdiction thereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">e) <U>Jurisdiction</U>. All questions concerning the construction, validity, enforcement and
interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">f) <U>Restrictions</U>.
The Holder acknowledges that the Warrant ADSs acquired upon the exercise of this Warrant, if not then registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">g) <U>Nonwaiver and Expenses</U>. 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&#146;s rights, powers or remedies hereunder or under applicable law or in equity. Without limiting any other provision of this Warrant, 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&#146; 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">h) <U>Notices</U>. Any notice, request or other document required or permitted to be given or delivered hereunder shall be delivered in
accordance with the notice provisions of the Purchase Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">i) <U>Limitation of Liability</U>. No provision hereof, in the absence
of any affirmative action by the Holder to exercise this Warrant to purchase Warrant ADSs, 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 Ordinary
Shares or ADS or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">j)
<U>Remedies</U>. 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">k) <U>Successors and Assigns</U>. 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 such Holder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">l) <U>Amendment</U>. 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">m) <U>Severability</U>. 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">n) <U>Headings</U>. 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">o) <U>Currency</U>. All dollar amounts referred to in
this Warrant are in United States Dollars (&#147;U.S. Dollars&#148;). All amounts owing under this Warrant shall be paid in U.S. Dollars. All amounts denominated in other currencies shall be converted in the U.S.&nbsp;Dollar equivalent amount in
accordance with the Exchange Rate on the date of calculation. &#147;Exchange Rate&#148; means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Warrant, the U.S.&nbsp;Dollar exchange rate as published in the
Wall Street Journal (NY edition) on the relevant date of calculation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">******************** </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>(Signature Page Follows) </I></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" COLSPAN="3"><B>NAAS TECHNOLOGY INC.</B></TD></TR>
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<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">[&#149;]</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">[&#149;]</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[SIGNATURE PAGE TO WARRANT OF NAAS TECHNOLOGY, INC.] </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>EXHIBIT A </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>NOTICE OF EXERCISE </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">TO: NAAS TECHNOLOGY
INC. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(1) The undersigned hereby elects to purchase ________ Warrant ADSs 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(2) Payment shall take the form of (check applicable box): </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">[&#8195;] in lawful money of the United States; or </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">[&#8195;]
if permitted the cancellation of such number of Warrant ADSs 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 ADS purchasable pursuant to the
cashless exercise procedure set forth in subsection 2(c). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(3) Please issue said Warrant ADSs in the name of the undersigned or in such
other name as is specified below: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Warrant ADSs shall be delivered to the following DWAC Account Number: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">[SIGNATURE OF HOLDER] </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Name of Investing Entity: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Signature of Authorized Signatory of Investing Entity</I>: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Name of Authorized Signatory: </P>
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Title of Authorized Signatory: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Date: </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>EXHIBIT B </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ASSIGNMENT FORM </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>(To assign the
foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase Warrant ADSs.) </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top">Name:</TD>
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<TD VALIGN="top">&#8195;&#8195;&#8195;</TD>
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<TD VALIGN="top">Dated: _______________ __, ______</TD>
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<DESCRIPTION>EX-5.2
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 5.2 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">SKADDEN, ARPS, SLATE, MEAGHER&nbsp;&amp; FLOM LLP </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ONE MANHATTAN WEST </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">NEW YORK, NY
10001-8602 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">TEL: <FONT STYLE="white-space:nowrap">(212)&nbsp;735-3000</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">FAX: <FONT STYLE="white-space:nowrap">(212)&nbsp;735-2000</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">www.skadden.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">March&nbsp;13,
2024 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">NaaS Technology Inc. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Newlink Center, Area G, Building
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Huitong Times Square </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">No.1 Yaojiayuan South Road, </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Chaoyang District, Beijing, 100024 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The People&#146;s Republic of
China </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
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<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">Re:</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><U>NaaS Technology Inc.</U> </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We have acted as special
United States counsel to NaaS Technology Inc., a company incorporated under the laws of the Cayman Islands (the &#147;Company&#148;), in connection with the Securities Purchase Agreement, dated March&nbsp;12, 2024 (the &#147;Purchase
Agreement&#148;), between Highbridge Tactical Credit Master Fund, L.P., Highbridge Tactical Credit Institutional Fund, Ltd. and the Company, relating to the sale by the Company to Highbridge Tactical Credit Master Fund, L.P. and Highbridge Tactical
Credit Institutional Fund, Ltd. of an aggregate of 4,761,905 of the Company&#146;s American depositary shares (the &#147;Offer ADSs&#148;), each representing ten Class&nbsp;A ordinary shares of the Company, par value US$0.01 per share (the
&#147;Shares&#148;), and an aggregate of 4,761,905 of the Company&#146;s warrants (the &#147;Offer Warrants,&#148; and together with the Offer ADSs, the &#147;Offer Securities&#148;), each exerciseable for one American depositary share, pursuant to
the Registration Statement (as defined below). In consideration of the services provided by A.G.P./Alliance Global Partners (the &#147;Agent&#148;) under the engagement letter, dated February&nbsp;1, 2024 (the &#147;Letter Agreement&#148;), between
the Agent and the Company, the Company has agreed to pay the Agent and/or its designees warrants (the &#147;Agent Warrants,&#148; and together with the Offer Securities, the &#147;Securities&#148;), each exerciseable for one American depositary
share, to purchase a number of the Company&#146;s American depositary shares equal to five percent of the total number of Offer ADSs. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of
Regulation <FONT STYLE="white-space:nowrap">S-K</FONT> under the Securities Act of 1933 (the &#147;Securities Act&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In rendering
the opinion stated herein, we have examined and relied upon the following: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) the registration statement on Form <FONT
STYLE="white-space:nowrap">F-3</FONT> (File <FONT STYLE="white-space:nowrap">No.&nbsp;333-273515)</FONT> of the Company relating to ordinary shares, warrants and other securities of the Company filed with the Securities and Exchange Commission (the
&#147;Commission&#148;) on July&nbsp;28, 2023 under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the &#147;Rules and Regulations&#148;), and <FONT
STYLE="white-space:nowrap">Pre-Effective</FONT> Amendment No.&nbsp;1 thereto, including information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations, and the Notice of Effectiveness of the
Commission posted on its website declaring such registration statement effective on September&nbsp;21, 2023 (such registration statement, as so amended, being hereinafter referred to as the &#147;Registration Statement&#148;); </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) the prospectus dated August&nbsp;31, 2023 (the &#147;Base Prospectus&#148;), which forms a part of and is included in the Registration
Statement; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) an executed copy of the Purchase Agreement; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) an executed copy of the Letter Agreement; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) executed copies of the warrant certificates relating to the Offer Warrants and the Agent Warrants (the &#147;Warrant Certificates&#148;).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such
agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of
all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the
originals of such copies. As to any facts relevant to the opinion stated 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 others and
of public officials, including the factual representations and warranties contained in the Transaction Documents. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We do not express any opinion with respect to the laws of any jurisdiction other than the
laws of the State of New York (the <FONT STYLE="white-space:nowrap">&#147;Opined-on</FONT> Law&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As used herein, &#147;Transaction
Documents&#148; refers to the Purchase Agreement, the Letter Agreement and the Warrant Certificates. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Based upon the foregoing and subject
to the qualifications and assumptions stated herein, we are of the opinion that: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Warrant Certificates constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of New York. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The
opinion stated herein is subject to the following qualifications: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) we do not express any opinion with respect to the effect on the
opinion stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors&#146; rights generally, and the opinion stated herein is limited by
such laws and governmental orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law); </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to the Transaction Documents or
the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such
affiliates; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) except to the extent expressly stated in the opinion contained herein,<I> </I>we have assumed that each of the
Transaction Documents constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) the opinion stated herein is limited to the agreements and documents specifically identified in the opinion contained herein without
regard to any agreement or other document referenced in such agreement or document (including agreements or other documents incorporated by reference or attached or annexed thereto); </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) we do not express any opinion with respect to the enforceability of any provision
contained in the Transaction Documents relating to any indemnification, contribution, <FONT STYLE="white-space:nowrap">non-reliance,</FONT> exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect
that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) we call to your attention that irrespective of the agreement of the parties to the Transaction Documents, a court may decline to hear a
case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter
jurisdiction of the federal courts of the United States of America in any action arising out of or relating to the Transaction Documents; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) we call to your attention that the opinion stated herein is subject to possible judicial action giving effect to governmental actions or
laws of jurisdictions other than those with respect to which we express our opinion; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) the opinion stated herein is subject to the
qualification that such enforceability may be subject to, in each case, (i)&nbsp;the exceptions and limitations in New York General Obligations Law sections <FONT STYLE="white-space:nowrap">5-1401</FONT> and
<FONT STYLE="white-space:nowrap">5-1402</FONT> and (ii)&nbsp;principles of comity and constitutionality; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) we call to your attention
that under <FONT STYLE="white-space:nowrap">Section&nbsp;5-1402</FONT> of the New York General Obligations Law an action may be maintained by or against a foreign corporation, a <FONT STYLE="white-space:nowrap">non-resident</FONT> or a foreign state
only if the action or proceeding arises out of or relates to a contract, agreement or undertaking and accordingly we do not express any opinion to the extent any provision extends to any dispute not arising out of or relating to the contractual
relationship, whether in tort, equity or otherwise; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) we have assumed that the method of service of process under the Warrant
Certificate is reasonably calculated to give notice of such service at the time such service is effected; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) we do not express any
opinion whether the execution or delivery of any Transaction Document by the Company or the performance by the Company of its obligations under any Transaction Document will constitute a violation of, or a default under, any covenant, restriction or
provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company or any of its subsidiaries; and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) this opinion letter shall be interpreted in accordance with customary practice of United
States lawyers who regularly give opinions in transactions of this type. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, in rendering the foregoing opinion we have assumed
that: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) the Company (i)&nbsp;is duly incorporated and is validly existing and in good standing, (ii)&nbsp;has requisite legal status and
legal capacity under the laws of the jurisdiction of its organization and (iii)&nbsp;has complied and will comply with all aspects of the laws of the jurisdiction of its organization in connection with the transactions contemplated by, and the
performance of its obligations under, the Transaction Documents; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) the Company has the corporate power and authority to execute, deliver
and perform all its obligations under the Transaction Documents; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) each of the Transaction Documents has been duly authorized, executed
and delivered by all requisite corporate action on the part of the Company; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) neither the execution and delivery by the Company of the
Transaction Documents nor the performance by the Company of its obligations under the Transaction Documents: (i)&nbsp;conflicts or will conflict with the organizational documents of the Company, (ii)&nbsp;constitutes or will constitute a violation
of, or a default under, any lease, indenture, agreement or other instrument to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (ii)&nbsp;with respect to those agreements or instruments
expressed to be governed by the laws of the State of New York which are listed in Part II of the Registration Statement or the Company&#146;s Annual Report on Form <FONT STYLE="white-space:nowrap">20-F</FONT> for the year ended December&nbsp;31,
2022), (iii)&nbsp;contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject, or (iv)&nbsp;violates or will violate any law, rule or regulation to which the Company or its
property is subject (except that we do not make the assumption set forth in this clause (iv)&nbsp;with respect to <FONT STYLE="white-space:nowrap">Opined-on</FONT> Law); and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) neither the execution and delivery by the Company of the Transaction Documents nor the enforceability of the Transaction Documents against
the Company requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We hereby consent to the reference to our firm under the heading &#147;Legal Matters&#148;
in the prospectus supplement to the Base Prospectus relating to the Securities to be filed pursuant to Rule 424(b) of the Rules and Regulations.&nbsp;In giving this consent, we do not thereby admit that we are within the category of persons whose
consent is required under Section&nbsp;7 of the Securities Act or the Rules and Regulations. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Company&#146;s Current Report on Form <FONT
STYLE="white-space:nowrap">6-K</FONT> being filed on the date hereof and incorporated by reference into the Registration Statement. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to
advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Very truly yours, </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">/s/ Skadden, Arps, Slate, Meagher&nbsp;&amp; Flom LLP </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SD </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.1 </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES PURCHASE AGREEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Securities Purchase Agreement (this &#147;<U>Agreement</U>&#148;) is dated as of March&nbsp;12, 2024, between NaaS Technology Inc., a
company organized under the laws of the Cayman Islands (the &#147;<U>Company</U>&#148;), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a &#147;<U>Purchaser</U>&#148; and collectively the
&#147;<U>Purchasers</U>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">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), 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">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: </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE I </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>DEFINITIONS
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1.1. <U>Definitions</U>. 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&nbsp;1.1: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Action</U>&#148; shall have the meaning ascribed to such
term in Section&nbsp;3.1(m). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>ADR</U>&#148; means an American Depositary Receipt evidencing ADSs. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>ADS</U>&#148; means an American Depositary Share of the Company issued pursuant to the Deposit Agreement (as defined below), each
representing 10 Ordinary Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Affiliate</U>&#148; 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Applicable Laws</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(qq). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Auditor</U>&#148; means Ernst&nbsp;&amp; Young Hua Ming LLP. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Authorizations</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(qq). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>BHCA</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(nn). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Board of Directors</U>&#148; means the board of directors, or any authorized committee thereof, of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Business Day</U>&#148; means any day other than Saturday, Sunday or any other day on which commercial banks in The City of New York
are authorized or required by law to remain closed. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Closing</U>&#148; means the closing of the purchase and sale of the Securities
pursuant to Section&nbsp;2.1. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Closing Date</U>&#148; 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)&nbsp;the Purchasers&#146; obligations to pay the Subscription Amount and (ii)&nbsp;the Company&#146;s obligations to deliver the Securities, in each case,
have been satisfied or waived, but in no event later than the 2nd Trading Day following the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Commission</U>&#148;
means the United States Securities and Exchange Commission. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Company Cayman Counsel</U>&#148; means Harney Westwood&nbsp;&amp;
Riegels. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Company PRC Counsel</U>&#148; means Jingtian&nbsp;&amp; Gongcheng. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Company U.S. Counsel</U>&#148; means Skadden, Arps, Slate, Meagher&nbsp;&amp; Flom LLP. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Deposit Agreement</U>&#148; means the deposit agreement dated as of October&nbsp;19, 2017 (as amended as of May&nbsp;31, 2022 and as
further amended from time to time among the Company, the Depositary, as depositary and all holders from time to time of ADRs issued thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Depositary</U>&#148; means JPMorgan Chase Bank, N.A., as depositary under the Deposit Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Disclosure Time</U>&#148; means, (i)&nbsp;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 Financial Advisor, and
(ii)&nbsp;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 Financial Advisor. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>DVP</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;2.1(a). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>DWAC</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;2.1(a). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>EDGAR</U>&#148; means the Commission&#146;s Electronic Data Gathering, Analysis and Retrieval System. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Environmental Law</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(p). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Evaluation Date</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(v). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Exchange Act</U>&#148; means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Exempt Issuance</U>&#148; means the issuance of (a)&nbsp;ADSs, Ordinary Shares,
options, restricted share units, or other equity awards to employees, consultants, contractors, advisors, officers, or directors of the Company pursuant to any equity incentive plan duly adopted for such purpose, by the Board of Directors or a
committee thereof established for such purpose for services rendered to the Company, (b)&nbsp;securities upon the exercise or exchange of or conversion of any Securities issued hereunder, (c)&nbsp;securities upon exercise or exchange of or
conversion of other securities exercisable or exchangeable for or convertible into Ordinary Shares that are 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 pursuant to the terms of the instrument governing such
securities) or to extend the term of such securities, (d)&nbsp;ADSs or Ordinary Shares or securities exercisable or exchangeable for or convertible into ADSs or Ordinary Shares sold to employees, directors, consultants, or any of their affiliated
entities in the ordinary course of business or pursuant to agreements or in connection with commitments in place as of the date hereof, (e)&nbsp;securities issued pursuant to acquisitions, mergers, business combinations, joint ventures, strategic
alliances, or other strategic transactions, including without limitation collaborations or arrangements involving research and development or the sale or licensing of intellectual property, duly approved by the Board of Directors of the Company,
except for 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 (for avoidance of doubt, securities issued to a venture arm of a
strategic investor shall be deemed an &#147;<U>Exempt Issuance</U>&#148;), provided in the case of each of clauses (c)&nbsp;and (d), that such securities are issued as &#147;restricted securities&#148; (as defined in Rule 144) and carry no
registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section&nbsp;4.12(a) herein, and (f)&nbsp;ADSs or Ordinary Shares or securities exercisable or exchangeable
for or convertible into ADSs or Ordinary Shares in any private placement or offering that is exempt from registration with the SEC where the offering price (as calculated on a per ADS basis and subject to adjustment for reverse and forward share
splits, share dividends, share combinations and other similar transactions of ADSs and/or the Ordinary Shares that occur after the date of this Agreement) is no less than the Per ADS Purchase Price, provided, however, that the issuance of securities
upon the conversion of the LMR Notes shall not constitute an Exempt Issuance. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>FCPA</U>&#148; means the Foreign Corrupt Practices
Act of 1977, as amended, and the rules and regulations thereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Federal Reserve</U>&#148; shall have the meaning ascribed to
such term in Section&nbsp;3.1(nn). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Financial Advisory Agreement</U>&#148; means that certain Financial Advisory Agreement by and
between the Company and the Financial Advisor, dated as of the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Financial Advisor</U>&#148; means A.G.P./Alliance
Global Partners. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>GAAP</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(k). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Hazardous Substances</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(p). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Intellectual Property Rights</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(s). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>IT Systems</U>&#148; shall have the meaning ascribed to such term in
Section&nbsp;3.1(pp). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Lien</U>&#148; means a lien, charge, mortgage, pledge, security interest, claim, right of first refusal, <FONT
STYLE="white-space:nowrap">pre-emptive</FONT> right, or other encumbrance of any kind whatsoever. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>LMR Notes</U>&#148; means the
(i) $30&nbsp;million convertible note issued by the Company to LMR Multi-Strategy Master Fund Limited, an affiliate of LMR Partners Limited, in July 2023, and (ii)&nbsp;the $40&nbsp;million convertible note issued to the same entity in September
2023. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U><FONT STYLE="white-space:nowrap">Lock-Up</FONT> Agreements</U>&#148; means the
<FONT STYLE="white-space:nowrap">lock-up</FONT> agreements, each dated as of the date hereof and in substantially the form of <U>Exhibit A</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Material Adverse Effect</U>&#148; shall have the meaning assigned to such term in Section&nbsp;3.1(b). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Material Permits</U>&#148; shall have the meaning assigned to such term in Section&nbsp;3.1(r). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Money Laundering Laws</U>&#148; shall have the meaning assigned to such term in Section&nbsp;3.1(oo). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>OFAC</U>&#148; means the Office of Foreign Assets Control of the U.S. Treasury Department </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Offering</U>&#148; means the offering of the Securities hereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Ordinary Share Equivalents</U>&#148; means any securities of the Company or the Subsidiaries which would entitle the holder thereof
to acquire at any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred stock, preferred shares, 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, Ordinary Shares or ADSs. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Ordinary Shares</U>&#148; means the Company&#146;s
Class&nbsp;A Ordinary Shares, par value US$0.01 per share. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Ordinary Warrants</U>&#148; or &#147;<U>Warrants</U>&#148; means the
warrants delivered to the Purchasers at the Closing in accordance with Section&nbsp;2.2(a) hereof, which Ordinary Warrants shall be exercisable 6 months from the issuance of such Ordinary Warrants and may be exercisable during a period of 5 years
commencing on the initial exercise date, in substantially the form of <U>Exhibit B</U> attached hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Per ADS Purchase
Price</U>&#148; equals $1.26 (or $0.126 per Ordinary Share), subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions of ADSs and/or the Ordinary Shares that occur after the date
of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Person</U>&#148; 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Personal Data</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(pp). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U><FONT STYLE="white-space:nowrap">Pre-Settlement</FONT> Period</U>&#148; shall have
the meaning ascribed to such term in Section&nbsp;2.1(b). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U><FONT STYLE="white-space:nowrap">Pre-Settlement</FONT>
Securities</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;2.1(b). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Proceeding</U>&#148; means an action,
claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition) pending or, to the Company&#146;s knowledge, threatened in writing against the Company, a 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). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Prospectus</U>&#148; means the final prospectus filed under the Registration Statement complying with Rule 424(b). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Purchaser Party</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;4.9. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Registration Statement</U>&#148; means the effective registration statement with the Commission on Form <FONT
STYLE="white-space:nowrap">F-3</FONT> (File <FONT STYLE="white-space:nowrap">No.&nbsp;333-273515),</FONT> as amended, including all information, documents and exhibits filed with or incorporated by reference into such registration statement, which
registers the sale of the Securities and includes any Rule 462(b) Registration Statement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Required Approvals</U>&#148; shall
have the meaning ascribed to such term in Section&nbsp;3.1(e). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Rule 144</U>&#148; 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Rule 424</U>&#148; 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Rule 462(b) Registration Statement</U>&#148; means any registration statement prepared by the Company registering additional
Securities, which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by the Commission pursuant to the Securities Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Sanctions</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(kk). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>SEC Reports</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(j). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Securities</U>&#148; means for each Purchaser, the Shares, the Warrants and the Warrant Shares purchased pursuant to this Agreement.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Securities Act</U>&#148; means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Shares</U>&#148; means the Ordinary Shares, as represented by ADSs issued pursuant
to the Deposit Agreement, issued or issuable to each Purchaser pursuant to this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Short Sales</U>&#148; means all
&#147;short sales&#148; as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing shares of Ordinary Shares and/or ADSs). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Subscription Amount</U>&#148; means, as to each Purchaser, the aggregate amount to be paid for ADSs, each ADS representing 10
Ordinary Shares, and Ordinary Warrants purchased hereunder as specified below such Purchaser&#146;s name on the signature page of this Agreement and next to the heading &#147;Subscription Amount,&#148; in U.S. dollars and in immediately available
funds. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Subsidiary</U>&#148; and &#147;<U>Subsidiaries</U>&#148; shall have the meaning ascribed to such term in
Section&nbsp;3.1(a). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Trading Day</U>&#148; means a day on which the Trading Market is open for trading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Trading Market</U>&#148; means any of the following markets or exchanges on which ADSs and/or the Ordinary Shares are listed or
quoted for trading on the date in question: The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, The New York Stock Exchange, NYSE American, NYSE Arca, the OTC Bulletin Board (or any nationally recognized successor
to any of the foregoing). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Transaction Documents</U>&#148; means this Agreement, the Warrants, and the <FONT
STYLE="white-space:nowrap">Lock-Up</FONT> Agreements, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Variable Rate Transaction</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;4.12(b). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Warrant ADSs</U>&#148; means ADSs representing Warrant Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Warrant Shares</U>&#148; means the Ordinary Shares issuable upon exercise of the Warrants. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE II </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>PURCHASE AND
SALE </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2.1. <U>Closing</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) 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 each Purchaser, severally and not jointly, agrees to purchase, (i)&nbsp;the number of Ordinary Shares represented by ADSs set forth under the heading
&#147;Subscription Amount&#148; on the Purchaser&#146;s signature page hereto, at the Per ADS Purchase Price, and (ii)&nbsp;Ordinary Warrants exercisable for ADSs as calculated pursuant to Section&nbsp;2.2(a). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Each Purchaser&#146;s Subscription Amount as set forth on the signature page hereto executed
by such Purchaser shall be made available for Delivery Versus Payment (&#147;<U>DVP</U>&#148;) settlement with the Company or its designees. The Company shall deliver to each Purchaser its respective Shares and Warrants as determined pursuant to
Section&nbsp;2.3(a), and the Company and each Purchaser shall deliver the other items set forth in Section&nbsp;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
occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree. Unless otherwise directed by the Financial Advisor, settlement of the Shares shall occur via DVP (<I>i.e.</I>, on the Closing
Date, the Company shall issue the Shares registered in the Purchasers&#146; names and addresses and released by the Depositary directly to the account(s) at the Financial Advisor identified by each Purchaser; upon receipt of such Shares, the
Financial Advisor shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Financial Advisor (or its clearing firm) by wire transfer to the Company). Unless otherwise directed by the
Financial Advisor, the Warrants shall be issued to each Purchaser in originally signed form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) 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, and including the time immediately prior to, the Closing (the
&#147;<U><FONT STYLE="white-space:nowrap">Pre-Settlement</FONT> Period</U>&#148;), such Purchaser sells to any Person all, or any portion, of any Securities to be issued hereunder to such Purchaser at the Closing (collectively, the &#147;<U><FONT
STYLE="white-space:nowrap">Pre-Settlement</FONT> Securities</U>&#148;), 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 <FONT STYLE="white-space:nowrap">Pre-Settlement</FONT> Securities to such Purchaser at the Closing; provided, that the Company shall not be
required to deliver any <FONT STYLE="white-space:nowrap">Pre-Settlement</FONT> Securities to such Person prior to the Company&#146;s receipt of the purchase price for such <FONT STYLE="white-space:nowrap">Pre-Settlement</FONT> Securities hereunder;
and provided, further, that the Company hereby acknowledges and agrees (i)&nbsp;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 <FONT
STYLE="white-space:nowrap">Pre-Settlement</FONT> Securities during the <FONT STYLE="white-space:nowrap">Pre-Settlement</FONT> Period and (ii)&nbsp;that any such decision to sell any Shares by such Purchaser shall solely be made at the time such
Purchaser elects to effect any such sale, if any. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2.2. <U>Deliveries</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">this Agreement duly executed by the Company; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">each of the following: </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(A)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">a legal opinion of Company U.S. Counsel; </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(B)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">a legal opinion of Company PRC Counsel; and </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(C)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">a legal opinion of Company Cayman Counsel; </P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>each</I> in form and substance reasonably satisfactory to the Financial Advisor; </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iii) the Company&#146;s wire instructions, on Company letterhead and executed by the
Company&#146;s Chief Executive Officer or Chief Financial Officer; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iv) subject to the penultimate sentence of Section&nbsp;2.1(a), a
copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (&#147;<U>DWAC</U>&#148;) Shares equal to the portion of
such Purchaser&#146;s Subscription Amount applicable to ADSs divided by the Per ADS Purchase Price, registered in the name of such Purchaser; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(v) an originally signed Ordinary Warrant registered in the name of such Purchaser to purchase up to the number of Ordinary Shares represented
by ADSs equal to 100% of such Purchaser&#146;s Shares, with an exercise price equal to $0.149 per Ordinary Share, subject to adjustment as set forth therein; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(vi) the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(vii) duly executed <FONT STYLE="white-space:nowrap">Lock-up</FONT> Agreements, in form and substance reasonably acceptable to the Financial
Advisor and the Purchasers, executed by each of the Company&#146;s executive officers and directors; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(viii) an Officer&#146;s
Certificate, in form and substance reasonably satisfactory to the Financial Advisor; and </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ix) a Secretary&#146;s Certificate, in form and
substance reasonably satisfactory to the Financial Advisor. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) On or prior to the Closing Date, each Purchaser shall deliver or cause to
be delivered to the Company the following: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i) this Agreement duly executed by such Purchaser; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii) such Purchaser&#146;s Subscription Amount, which shall be made available for DVP settlement with the Company or its designees. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2.3. <U>Closing Conditions</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect (as defined below), 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 as of such date); </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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 </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iii) the delivery by each Purchaser of the items set forth in Section&nbsp;2.2(b) of this
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following
conditions being met: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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 as of such date); </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii) all obligations, covenants and agreements of the Company required to be performed at or
prior to the Closing Date shall have been performed; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iii) the delivery by the Company of the items set forth in Section&nbsp;2.2(a) of
this Agreement; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(v) from the date hereof to the Closing Date, trading in the ADS&#146;s and Company securities shall not have been suspended by the Commission
or any 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, nor shall a banking moratorium have been declared either by the United States
or New York State authorities, nor shall there have occurred after the date of this Agreement 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. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE III </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>REPRESENTATIONS AND WARRANTIES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.1. <U>Representations and Warranties of the Company</U>. The Company hereby makes the following representations and warranties to each
Purchaser: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Subsidiaries</U>. All of the direct and indirect principal subsidiaries of the Company (each, a
&#147;<U>Subsidiary</U>&#148;, and collectively, the &#147;<U>Subsidiaries</U>&#148;) are as set forth in the prospectus supplement filed with the Commission on November&nbsp;22, 2023. The Company owns, directly or indirectly, all of the capital
shares or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding capital shares or equity interests, as applicable, of each Subsidiary are validly issued and are fully paid, <FONT
STYLE="white-space:nowrap">non-assessable</FONT> and free of preemptive rights. There are no outstanding options, warrants, scrips or 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 capital shares or equity interests, as applicable, of any Subsidiary, or contracts, commitments, understandings or
arrangements by which any Subsidiary is or may become bound to issue capital shares or equity interests, as applicable. If the Company has no Subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be
disregarded. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Organization and Qualification</U>. Each of the Company and the Subsidiaries has been
duly organized and validly exists as a corporation, limited partnership or company in good standing (or the foreign equivalent thereof, if any) under the laws of its jurisdiction of organization. The Company and each of the Subsidiaries is duly
qualified to do business and is in good standing as a foreign or extra-provincial corporation, partnership, company or limited liability company in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or
the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually and in the aggregate) would not have a Material Adverse Effect. 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. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its
respective memorandum and articles of association, bylaws or other organizational or charter documents. The term &#147;<U>Material Adverse Effect</U>&#148; means an effect, change, event, or occurrence that, alone or in conjunction with any other or
others, has or would reasonably be expected to have a material adverse effect on (i)&nbsp;the business, general affairs, management, condition (financial or otherwise), results of operations, shareholders&#146; equity, assets, properties or
prospects of the Company and the Subsidiaries, taken as a whole, (ii)&nbsp;the legality, validity or enforceability of any Transaction Document, or (iii)&nbsp;the Company&#146;s ability to perform in any material respect on a timely basis its
obligations under any Transaction Document. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Authorization; Enforcement</U>. 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, the Company&#146;s shareholders, or others in connection herewith or therewith other than in connection with the Required Approvals (as defined below). This Agreement and each other Transaction Document to
which the Company 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)&nbsp;as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of
creditors&#146; rights generally, (ii)&nbsp;as limited by general equitable principles and laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii)&nbsp;insofar as indemnification and
contribution provisions may be limited by applicable law. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <U>No Conflicts</U>. 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)&nbsp;conflict with or violate any
provision of the Company&#146;s or any Subsidiary&#146;s memorandum and articles of association, certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii)&nbsp;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)&nbsp;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)&nbsp;and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) <U>Filings, Consents and Approvals</U>. Neither the Company nor any Subsidiary is 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 (including state blue sky law), local 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)&nbsp;the filings required pursuant to Section&nbsp;4.5 of this Agreement, (ii)&nbsp;the filing with the Commission of the Prospectus, (iii)&nbsp;notices and/or application(s) to and
approvals by each applicable Trading Market for the listing of the applicable Securities for trading thereon in the time and manner required thereby, (iv)&nbsp;filings required by the Financial Industry Regulatory Authority, and (v)&nbsp;the filing
to be made with the China Securities Regulatory Commission (collectively, the &#147;<U>Required Approvals</U>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) <U>Issuance of
the Shares and Warrant Shares; Qualification; Registration</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i) The Shares and Warrant Shares 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 <FONT STYLE="white-space:nowrap">non-assessable,</FONT> free and clear of all Liens. The Warrants are duly authorized and, when
issued in accordance with this Agreement, will be binding obligations of the Company under the law of the jurisdiction governing the Warrants, duly and validly issued, and free and clear of all Liens. The Company has reserved from its duly
authorized share capital the maximum number of Ordinary Shares issuable pursuant to this Agreement and the Warrants. The Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar
contractual rights granted by the Company, except as have been waived. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii) The Company has prepared and filed the Registration Statement in conformity with the
requirements of the Securities Act, which Registration Statement was declared effective on September&nbsp;21, 2023, including 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. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At
the time the Registration Statement and any amendments thereto became effective as determined under the Securities Act, 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Any reference herein to the Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein as of the date of filing thereof; and any reference herein to any &#147;amendment&#148; or &#147;supplement&#148; with respect to the Prospectus shall be deemed to refer to and include (i)&nbsp;the filing of any document with the
Commission incorporated or deemed to be incorporated therein by reference after the date of filing of such Prospectus and (ii)&nbsp;any such document so filed. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">All references in this Agreement to the Registration Statement, the Prospectus, or any amendments or supplements to any of the foregoing,
shall be deemed to include any copy thereof filed with the Commission on EDGAR. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) <U>Securities Act Compliance</U>. The Registration
Statement complies, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will comply, in all material respects, with the applicable provisions of the Securities Act. Each part of the
Registration Statement, when such part became effective, did not contain an 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
Prospectus, as of its filing date, and any amendment thereof or supplement thereto, did not and will not contain an 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) <U>No Stop Orders.</U> No order preventing or suspending the use of the
Registration Statement or the Prospectus, has been issued by the Commission. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) <U>Capitalization.</U> The equity capitalization of the Company is as set forth in the
Registration Statement and the SEC Reports as of the dates indicated therein. All of the issued and outstanding Ordinary Shares are fully paid and <FONT STYLE="white-space:nowrap">non-assessable</FONT> and have been duly and validly authorized and
issued, in compliance with all applicable foreign and United States federal, state, and local securities laws and not in violation of or subject to any preemptive or similar right that entitles any person to acquire from the Company any Ordinary
Shares or other security of the Company or any security convertible into, or exercisable or exchangeable for, Ordinary Shares or any other such security, except for such rights as may have been fully satisfied or waived prior to the date hereof.
Except as set forth in the SEC Reports or as a result of the issuance and sale of the Securities, the Company has not issued any capital stock or capital shares since its most recently filed SEC Report. Except as set forth in the SEC Reports, or as
a result of the issuance and sale of the Securities, the Company has no outstanding options, warrants, scrips or 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 ADSs, 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 ADSs, Ordinary Shares, or Ordinary Share Equivalents and no Person has any right of first refusal, <FONT STYLE="white-space:nowrap">pre-emptive</FONT> right, right of participation, or any
similar right to participate in the transactions contemplated by the Transaction Documents, except for such rights as may have been fully satisfied or waived prior to the date hereof. Except as set forth in the SEC Reports, the issuance and sale of
the Securities will not obligate the Company or any subsidiary to issue Ordinary Shares or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise,
conversion, exchange or reset price under any of such securities. Except as set forth in the SEC Reports,<U> </U>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 (other than in connection with a share split, recapitalization, or similar transaction). 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 an equity
security of the Company or such Subsidiary. The Company does not have any share appreciation rights or &#147;phantom share&#148; 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 <FONT STYLE="white-space:nowrap">non-assessable,</FONT> have been issued in compliance with all foreign and United States federal, state, and local securities laws where applicable, 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 Securities. Except as set forth in the SEC Reports, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company&#146;s capital stock to which the Company is a party or, to the knowledge of
the Company, between or among any of the Company&#146;s shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) <U>Reports</U>. The Company has filed all reports, schedules,
forms, statements and other documents required to be filed by the Company under the Securities Act and Exchange Act, including pursuant to Section&nbsp;13(a) or 15(d) thereof since June&nbsp;10, 2022 (or such shorter period as the Company was
required by law or regulation to file such materials) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus, being collectively referred to herein as the &#147;<U>SEC
Reports</U>&#148;) on a timely basis or has received a valid extension (or waiver from the Commission) 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.
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) <U>Financial Statements</U>. The consolidated financial statements of the Company,
including the notes thereto, included or incorporated by reference in the Registration Statement and the Prospectus 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 accounting principles generally accepted in the United States (&#147;<U>GAAP</U>&#148;) applied on a consistent basis during the periods
involved, 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, <FONT
STYLE="white-space:nowrap">year-end</FONT> audit adjustments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) <U>Material Changes; Undisclosed Events, Liabilities or
Developments</U>. Since the date of the latest consolidated financial statements included in or incorporated by reference into the Registration Statement, the Prospectus, except as set forth in the SEC Reports, (i)&nbsp;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)&nbsp;neither the Company nor any Subsidiary has incurred any liabilities (contingent or otherwise) other than (A)&nbsp;trade
payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B)&nbsp;liabilities not required to be reflected in the Company&#146;s financial statements pursuant to GAAP or disclosed in filings made
with the Commission, (iii)&nbsp;the Company has not altered its method of accounting in any material respect, (iv)&nbsp;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)&nbsp;neither the Company nor any Subsidiary has issued any equity securities to any executive officer, director or Affiliate, except pursuant to existing
Company share option or omnibus incentive 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, 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) <U>Litigation</U>. Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of
violation, Proceeding or investigation pending or, to the knowledge of the Company or any Subsidiary, 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 &#147;<U>Action</U>&#148;) that (i)&nbsp;adversely affects or challenges the legality, validity or enforceability of any of the Transaction
Documents or the Securities or (ii)&nbsp;could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Except as set forth in the SEC Reports , neither the Company nor any Subsidiary, nor any
director or executive 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, which could result in a Material Adverse
Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or executive 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. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) <U>Labor Relations</U>. 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&#146;s or its Subsidiaries&#146; employees is a member of a union that relates to such
employee&#146;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 <FONT STYLE="white-space:nowrap">non-competition</FONT> 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 applicable 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) <U>Compliance</U>. Neither the Company nor any Subsidiary: (i)&nbsp;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)&nbsp;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 of (i), (ii) and (iii)&nbsp;as could not have or
reasonably be expected to result in a Material Adverse Effect. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) <U>Environmental Law</U>. There has been no storage, generation, transportation,
handling, use, treatment, disposal, discharge, emission, contamination, release or other activity involving any kind of hazardous, toxic or other wastes, pollutants, contaminants, petroleum products or other hazardous or toxic substances, chemicals
or materials (&#147;<U>Hazardous Substances</U>&#148;) by, due to, on behalf of, or caused by the Company or any Subsidiary (or, to the Company&#146;s knowledge, any other entity for whose acts or omissions the Company is or may be liable) upon any
property now or previously owned, operated, used or leased by the Company or any Subsidiary, or upon any other property, that would be a violation of or give rise to any liability under any applicable law, rule, regulation, order, judgment, decree
or permit, common law provision or other legally binding standard relating to pollution or protection of human health and the environment (&#147;<U>Environmental Law</U>&#148;), except for violations and liabilities which, individually or in the
aggregate, would not have a Material Adverse Effect. There has been no disposal, discharge, emission contamination or other release of any kind at, onto or from any such property or into the environment surrounding any such property of any Hazardous
Substances with respect to which the Company or any Subsidiary has knowledge, except as would not, individually or in the aggregate, have a Material Adverse Effect. There is no pending or, to the best of the Company&#146;s knowledge, threatened
administrative, regulatory or judicial action, claim or notice of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any Subsidiary, except as would not, individually or in the
aggregate, have a Material Adverse Effect. No property of the Company or any Subsidiary is subject to any Lien under any Environmental Law. Except as disclosed in the Prospectus, neither the Company nor any Subsidiary is subject to any order,
decree, agreement or other individualized legal requirement related to any Environmental Law, that, in any case (individually or in the aggregate), would have a Material Adverse Effect. The Company and each Subsidiary has all permits, authorizations
and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, except as would not, individually or in the aggregate, have a Material Adverse Effect. In the ordinary course of its business, the
Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and the Subsidiaries and identifies and evaluates associated costs and liabilities (including, without limitation, any capital or
operating expenditures required for <FONT STYLE="white-space:nowrap">clean-up,</FONT> closure or remediation of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and
any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) <U>Title to Assets</U>. 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)&nbsp;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)&nbsp;Liens for the payment of foreign, federal, state 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 currently held under lease by the Company and the Subsidiaries which are material to
the business of 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 in all material respects. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) <U>Regulatory Permits</U>. 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 would not reasonably be expected to result in a Material
Adverse Effect (&#147;<U>Material Permits</U>&#148;), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) <U>Intellectual Property</U>. 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 described in the Registration Statement and the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the &#147;<U>Intellectual Property Rights</U>&#148;). 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 2
years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest financial statements included within or
incorporated by reference into the Registration Statement and the Prospectus, 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 or is aware of any facts
which would form a reasonable basis for any such claim, 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. None of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective
businesses has been obtained or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries in violation of the rights of any person. The Company and its subsidiaries
have taken all reasonable steps in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate nondisclosure and invention assignment agreements. The
consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding the Company&#146;s or any of
its subsidiaries&#146; right to own or use any of the Intellectual Property Rights as owned or used in the conduct of such party&#146;s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee of any of the
Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, <FONT
STYLE="white-space:nowrap">non-solicitation</FONT> agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee&#146;s employment with the Company or its
subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries. The Company has no knowledge of any 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) <U>Insurance</U>. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription
Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business without a significant increase in cost. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) <U>Transactions With Affiliates and Employees</U>. None of the executive 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,
executive 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 executive officer, director or such employee or, to the knowledge of the Company, any entity in which any executive 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)&nbsp;payment of salary or consulting fees for services rendered, (ii)&nbsp;reimbursement for expenses incurred on behalf of
the Company or a Subsidiary, and (iii)&nbsp;other employee benefits, including share option agreements under any share option or omnibus incentive plan of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) <U>Sarbanes-Oxley; Internal Accounting Controls</U>. The Company and the Subsidiaries are in compliance with all applicable requirements
of the Sarbanes-Oxley Act of 2002, as amended, except as disclosed in the SEC Reports, the Registration Statement, and the Prospectus. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide
reasonable assurance that: (i)&nbsp;transactions are executed in accordance with management&#146;s general or specific authorizations, (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with
GAAP and to maintain asset accountability, (iii)&nbsp;access to assets is permitted only in accordance with management&#146;s general or specific authorization, and (iv)&nbsp;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
<FONT STYLE="white-space:nowrap">13a-15(e)</FONT> and <FONT STYLE="white-space:nowrap">15d-15(e))</FONT> 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&#146;s rules and forms. The Company&#146;s certifying officers have evaluated
the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the &#147;<U>Evaluation Date</U>&#148;). The Company presented in its most recently
filed annual report on Form <FONT STYLE="white-space:nowrap">20-F</FONT> 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 the Subsidiaries that have materially affected, or is reasonably
likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) <U>Certain Fees</U>.
Except for fees payable to the Financial Advisor, no brokerage or finder&#146;s fees or commissions are or will be payable by the Company, any Subsidiary, or any related entity 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. Other than to Persons engaged by any Purchaser, 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) <U>Investment Company</U>. The Company is not, and immediately after receipt of payment
for the Securities, will not be required to register as an &#147;investment company&#148; 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 be required to
register as an &#147;investment company&#148; subject to registration under the Investment Company Act of 1940, as amended. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y)
<U>Registration Rights</U>. Except as set out in the SEC Reports, the Registration Statement, and the Prospectus, 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 that has not been satisfied or waived prior to the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) <U>Listing and Maintenance
Requirements</U>. The Company is subject to the reporting requirements of Section&nbsp;13 of the Exchange Act and files periodic reports with the Commission; the Ordinary Shares registered with the Commission under Section&nbsp;12(b) of the Exchange
Act and the Company is not in breach of any filing or other requirements under the Exchange Act. The Company has not received any notice from that the Commission is contemplating terminating such registration. Except as set forth in the SEC Reports,
the Registration Statement, and the Prospectus, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the 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 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) <U>Application of Takeover
Protections</U>. 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&#146;s memorandum and articles of association, certificate of incorporation, or similar charter documents or the laws of its jurisdiction 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&#146;s issuance of the Securities and
the Purchasers&#146; ownership of the Securities. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">19 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) <U>Disclosure</U>. 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, <FONT STYLE="white-space:nowrap">non-public</FONT> information that is not otherwise disclosed in the Prospectus. 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 pursuant to the SEC Reports, 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 12 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 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&nbsp;3.2 hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) <U>No Integrated Offering</U>. Assuming the accuracy of the Purchasers&#146; representations and warranties set forth in
Section&nbsp;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 (i)&nbsp;the Securities Act, or (ii)&nbsp;except as set forth in the SEC Reports, any applicable shareholder approval provisions of
any Trading Market on which any of the securities of the Company are listed or designated. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) <U>Solvency</U>. 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)&nbsp;the fair saleable value of the Company&#146;s assets
exceeds the amount that will be required to be paid on or in respect of the Company&#146;s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii)&nbsp;the Company&#146;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)&nbsp;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 that lead it to believe that it will file for reorganization or liquidation under the
bankruptcy or reorganization laws of any jurisdiction within 1 year from the Closing Date. . For the purposes of this Agreement, &#147;<U>Indebtedness</U>&#148; means (x)&nbsp;any liabilities for borrowed money or amounts owed in excess of $50,000
(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&#146;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)&nbsp;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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">20 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee) <U>Tax Status.</U> 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)&nbsp;has made or filed all Cayman Islands and United States federal, state and local income and all foreign tax returns, reports and
declarations required by any jurisdiction to which it is subject, (ii)&nbsp;has paid all taxes and other governmental assessments and charges, fines or penalties that are material in amount, shown or determined to be due on such returns, reports and
declarations and (iii)&nbsp;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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) <U>Foreign Corrupt Practices; Criminal Acts.</U> 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)&nbsp;directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic
political activity, (ii)&nbsp;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)&nbsp;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)&nbsp;violated in any material respect any provision of FCPA. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg) <U>Accountants</U>. The Company&#146;s independent registered public accounting firm is as set forth in the Prospectus. To the knowledge
and belief of the Company, such accounting firm (i)&nbsp;is a registered public accounting firm as required by the Exchange Act, and (ii)&nbsp;shall express its opinion with respect to the financial statements to be included in the Company&#146;s
annual report for the fiscal year ended December&nbsp;31, 2023. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) <U>Acknowledgment Regarding Purchasers&#146; Purchase of
Securities.</U> The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm&#146;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&#146; purchase of the Securities. The Company further
represents to each Purchaser that the Company&#146;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. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) <U>Acknowledgment Regarding Purchaser&#146;s Trading Activity</U>. Anything in this
Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(e) and 4.15 hereof), it is understood and acknowledged by the Company that: (i)&nbsp;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 &#147;derivative&#148; securities based on securities issued by the Company or to hold the Securities for any specified term; (ii)&nbsp;past or
future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or &#147;derivative&#148; transactions, before or after the closing of this or future securities offering transactions, may negatively
impact the market price of the Company&#146;s publicly-traded securities; (iii)&nbsp;any Purchaser, and counter-parties in &#147;derivative&#148; transactions to which any such Purchaser is a party, directly or indirectly, presently may have a
&#147;short&#148; position in the Ordinary Shares and/or ADSs, and (iv)&nbsp;each Purchaser shall not be deemed to have any affiliation with or control over any arm&#146;s length counter-party in any &#147;derivative&#148; transaction. The Company
further understands and acknowledges that (y)&nbsp;one or more Purchasers may engage in hedging activities (in material compliance with applicable laws) at various times during the period that the Securities are outstanding, and (z)&nbsp;such
hedging activities (if any) could reduce the value of the existing shareholders&#146; 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj) <U>Regulation M Compliance</U>. The Company has not, and
to its knowledge no one acting on its behalf (other than the Financial Advisor, as to which no representation is made) has, (i)&nbsp;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 or ADSs, (ii)&nbsp;sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities or ADSs, or (iii)&nbsp;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)&nbsp;and (iii), compensation paid to the Financial Advisor pursuant to the Financial
Advisory Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk) <U>Office of Foreign Assets Control</U>. Neither the Company nor any Subsidiary nor, to the Company&#146;s
knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any &#147;<U>Sanctions</U>,&#148; which shall include but are not limited to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (&#147;<U>OFAC</U>&#148;) and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any
subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any Sanctions, including but not limited to U.S. sanctions administered by OFAC. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll) <U>Share Option and Omnibus Incentive Plans.</U> Each share option granted by the Company under the Company&#146;s share option or
omnibus incentive plan, or as an inducement grant outside of such plan, was granted in accordance with the terms of such plan, or under its terms, respectively. No share option granted under the Company&#146;s share option or omnibus incentive 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, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other
public announcement of material information regarding the Company or the Subsidiaries or their financial results or prospects. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(mm)
<U>U.S. Real Property Holding Corporation</U>. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section&nbsp;897 of the U.S. Internal Revenue Code of 1986, as amended, and the Company shall so
certify upon Purchaser&#146;s request. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(nn) <U>Bank Holding Company Act</U>. Neither the Company nor any of its Subsidiaries or
Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the &#147;<U>BHCA</U>&#148;) and to regulation by the Board of Governors of the Federal Reserve System (the &#147;<U>Federal Reserve</U>&#148;). Neither the Company nor any
of its Subsidiaries owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(oo) <U>Money Laundering</U>. 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 &#147;<U>Money Laundering Laws</U>&#148;), and no action, suit 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(pp) <U>Information Technology</U>.
The Company&#146;s, the Subsidiaries&#146; information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, &#147;<U>IT Systems</U>&#148;) operate and perform in all
material respects as required in connection with the operation of the business of the Company and the Subsidiaries as currently conducted. The Company, the Subsidiaries maintain commercially reasonable controls, policies, procedures, and safeguards
to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personal, personally identifiable, sensitive, confidential or regulated data
(&#147;<U>Personal Data</U>&#148;) processed and stored thereon, and to the knowledge of the Company, there have been no breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to same, except as would not
reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices, and are presently in compliance in all material
respects with all applicable laws or statutes and all applicable 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for any such noncompliance that would not reasonably be expected to have a
Material Adverse Effect. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(qq) <U>Regulatory</U>. The Company and its Subsidiaries (i)&nbsp;are and at all times have
been in material compliance with all statutes, rules and regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, advertising, labeling, promotion, sale, offer for sale,
storage, import, export or disposal of any product manufactured or distributed by the Company including, without limitation the Federal Food, Drug and Cosmetic Act (21 U.S.C. &#167; 301 et seq.), the federal Anti-Kickback Statute (42 U.S.C. &#167; <FONT
STYLE="white-space:nowrap">1320a-7b(b)),</FONT> the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and the Patient Protection and Affordable
Care Act of 2010, as amended by the Health Care and Education Affordability Reconciliation Act of 2010, the regulations promulgated pursuant to such laws, and any successor government programs and comparable state laws, regulations relating to Good
Clinical Practices and Good Laboratory Practices and all other local, state, federal, national, supranational and foreign laws, manual provisions, policies and administrative guidance relating to the regulation of the Company (collectively, the
&#147;<U>Applicable Laws</U>&#148;); (ii) have not received any notice from any court or arbitrator or governmental or regulatory authority or third party alleging or asserting noncompliance with any Applicable Laws or any licenses, exemptions,
certificates, approvals, clearances, authorizations, permits, registrations and supplements or amendments thereto required by any such Applicable Laws (&#147;<U>Authorizations</U>&#148;); (iii) possess all material Authorizations and such
Authorizations are valid and in full force and effect and are not in violation of any term of any such Authorizations; (iv)&nbsp;have not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation arbitration
or other action from any court or arbitrator or governmental or regulatory authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations nor is any such claim, action, suit,
proceeding, hearing, enforcement, investigation, arbitration or other action threatened; (v)&nbsp;have not received any written notice that any court or arbitrator or governmental or regulatory authority has taken, is taking or intends to take,
action to limit, suspend, materially modify or revoke any Authorizations nor is any such limitation, suspension, modification or revocation threatened; (vi)&nbsp;have filed, obtained, maintained or submitted all material reports, documents, forms,
notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements
or amendments were complete and accurate on the date filed (or were corrected or supplemented by a subsequent submission); and (vii)&nbsp;are not a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement
orders, or similar agreements with or imposed by any governmental or regulatory authority. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(rr) <U>Promotional Stock Activities</U>.
Neither the Company nor any Subsidiary of the Company and none of their respective officers, directors, managers, affiliates or agents have engaged in any stock promotional activity that could give rise to a complaint, inquiry, or trading suspension
by the SEC alleging: (i)&nbsp;a violation of the anti-fraud provisions of the federal securities laws; (ii)&nbsp;violations of the anti-touting provisions; (iii)&nbsp;improper <FONT STYLE="white-space:nowrap">&#147;gun-jumping&#148;;</FONT> or
(iv)&nbsp;promotion without proper disclosure of compensation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.2. <U>Representations and Warranties of the Purchasers</U>. 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):
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Organization; Authority</U>. 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 or thereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i)&nbsp;as limited by
general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors&#146; rights generally; (ii)&nbsp;as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies; and (iii)&nbsp;insofar as indemnification and contribution provisions may be limited by applicable law. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Understandings or Arrangements</U>. Such Purchaser is acquiring the Securities as
principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser&#146;s
right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Experience of Such Purchaser</U>. 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)
<U>Access to Information</U>. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto), the SEC Reports, and the Registration Statement, and has been afforded:
(i)&nbsp;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)&nbsp;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)&nbsp;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 Financial Advisor nor any Affiliate of the Financial Advisor 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 Financial
Advisor nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Financial Advisor and any Affiliate may have acquired <FONT STYLE="white-space:nowrap">non-public</FONT> 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 Financial Advisor, nor any of its Affiliates has acted as a financial advisor or
fiduciary to such Purchaser. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) <U>Certain Transactions and Confidentiality</U>. 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 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&#146;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&#146;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&#146;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 against, or a prohibition of, any actions with
respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities of the Company in order for such Purchaser (or its broker or other financial representative) to effect Short Sales or similar
transactions in the future. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) <U>No Voting Agreements</U>. The Purchaser is not a party to any agreement or arrangement, whether
written or oral, between the Purchaser and any other Purchaser and any of the Company&#146;s shareholders as of the date hereof, regulating the management of the Company, the shareholders&#146; rights in the Company, the transfer of shares in the
Company, including any voting agreements, shareholder agreements or any other similar agreement, even if its title is different or has any other relations or agreements with any of the Company&#146;s shareholders, directors or officers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) <U>Brokers</U>. Except as set forth in the 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&#146;s or finder&#146;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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) <U>Independent Advice</U>. 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company
acknowledges and agrees that the representations contained in this Section&nbsp;3.2, unless otherwise provided, shall not modify, amend or affect such Purchaser&#146;s right to rely on the Company&#146;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, except as set forth in this Agreement, with respect to locating or borrowing shares
in order to effect Short Sales or similar transactions in the future. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE IV </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OTHER AGREEMENTS OF THE PARTIES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.1. <U>Legends</U>. The Shares, the Warrants, the Warrant ADSs, and the Warrant Shares shall be issued free of all restrictive 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 initial sale by the Company of the
Shares, the Warrants, the Warrant ADSs, or the Warrant Shares, the Company shall immediately notify the holders of the 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 initial sale by the Company of the Shares, the 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 Shares, the Warrants, the Warrant ADSs, or the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use commercially reasonable best efforts to keep a registration
statement (including the Registration Statement) registering the issuance of the Warrant Shares effective during the term of the Warrants. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.2. [Reserved.] </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.3.
<U>Furnishing of Information; Public Information</U>. Until the earliest of the time that (i)&nbsp;no Purchaser owns Securities and (ii)&nbsp;the Ordinary Warrants have expired, the Company covenants to maintain the registration of the ADSs under
Section&nbsp;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, except in the event that the Company consummates (in each case on or after the date as of which the Purchasers may sell all of their Securities without
restriction or limitation pursuant to Rule 144) (a) any transaction or series of related transactions as a result of which any Person (together with its Affiliates) acquires then outstanding securities of the Company representing more than fifty
percent (50%) of the voting control of the Company; (b)&nbsp;a merger or reorganization of the Company with one or more other entities in which the Company is not the surviving entity; or (c)&nbsp;a sale of all or substantially all of the assets of
the Company, where the consummation of such transaction results in the Company no longer subject to the reporting requirements of the Exchange Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.4. <U>Integration</U>. 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&nbsp;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 such that it would require shareholder approval prior to the
closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.5. <U>Securities Laws Disclosure; Publicity</U>. The Company shall (a)&nbsp;by the
Disclosure Time issue a press release disclosing the material terms of the transactions contemplated hereby, and (b)&nbsp;file a Report on Form <FONT STYLE="white-space:nowrap">6-K,</FONT> including the Transaction Documents as exhibits thereto as
deemed by Company U.S. Counsel, 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, <FONT
STYLE="white-space:nowrap">non-public</FONT> information delivered to any of the Purchasers by the Company or any of the Subsidiaries or Affiliates, or any of their respective officers, directors, employees or agents 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 the Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates, including without limitation, the Financial Advisor, on the one hand, and any of the Purchasers or any of their
Affiliates on the other hand, with respect to the transactions contemplated hereby shall terminate and be of no further force or effect. 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 applicable Trading Market, without the prior written consent of such Purchaser, except (a)&nbsp;as required by federal securities law in connection with the filing of final Transaction Documents
with the Commission and (b)&nbsp;to the extent such disclosure is required by applicable law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause
(b)&nbsp;and reasonably cooperate with such Purchaser regarding such disclosure. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.6. <U>Shareholder Rights Plan</U>. 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 &#147;Acquiring Person&#148; 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.7.
<U><FONT STYLE="white-space:nowrap">Non-Public</FONT> Information</U>. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section&nbsp;4.5, 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 <FONT
STYLE="white-space:nowrap">non-public</FONT> information, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed 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 delivers any material, <FONT STYLE="white-space:nowrap">non-public</FONT> information to a
Purchaser without such Purchaser&#146;s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of the Subsidiaries, or any of their respective officers, directors, agents,
employees or Affiliates, or a duty to the Company, any of the Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material,
<FONT STYLE="white-space:nowrap">non-public</FONT> 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, <FONT
STYLE="white-space:nowrap">non-public</FONT> information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such material <FONT STYLE="white-space:nowrap">non-public</FONT> information
on with the Commission pursuant to a Current Report on Form <FONT STYLE="white-space:nowrap">6-K.</FONT> The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of
the Company. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.8. <U>Use of Proceeds</U>. The Company shall use the net proceeds from the sale of the
Securities hereunder for working capital and general corporate purposes and shall not use such proceeds: (a)&nbsp;for the satisfaction of any portion of the Company&#146;s debt (other than payment of trade payables in the ordinary course of the
Company&#146;s business and consistent with prior practices), (b) for the redemption of any ADSs, Ordinary Shares, or Ordinary Share Equivalents, (c)&nbsp;for the settlement of any outstanding litigation, or (d)&nbsp;in violation of FCPA or OFAC
regulations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.9. <U>Indemnification of Purchasers</U>. Subject to the provisions of this Section&nbsp;4.9, the Company will indemnify
and hold each Purchaser and its directors, officers, stockholders, 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&nbsp;15 of the Securities Act and Section&nbsp;20 of the Exchange Act), and the directors, officers, stockholders, 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 &#147;<U>Purchaser Party</U>&#148;) 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&#146; fees and costs of investigation that any such Purchaser Party may suffer
or incur caused by or based upon (a)&nbsp;any material breach of any of the representations or warranties made by the Company in this Agreement or in the other Transaction Documents, and (b)&nbsp;any action instituted against a Purchaser Party 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 (except to the extent
such action is solely based upon a material breach of such Purchaser Party&#146;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 that is finally judicially determined to constitute fraud, gross negligence or willful misconduct). The Company shall 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&#146; fees) and expenses, as incurred, caused by or
based upon (i)&nbsp;any untrue or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereto, the Prospectus or any amendment or supplement thereto, or caused by or based upon 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)&nbsp;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 (x)&nbsp;the employment thereof has been specifically authorized by the Company in writing, (y)&nbsp;the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (z)&nbsp;in such action
there is, in the reasonable opinion of counsel to the applicable Purchaser Party, 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 fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (1)&nbsp;for any settlement by a Purchaser Party effected without the Company&#146;s prior
written consent, which shall not be unreasonably withheld or delayed; or (2)&nbsp;to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party&#146;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. The indemnification required by this Section&nbsp;4.9 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. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.10. <U>Reservation of Ordinary Shares</U>. 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 Ordinary Shares for the purpose of enabling the Company to issue the Shares pursuant to this Agreement and the Warrant
Shares pursuant to any exercise of the Warrants. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.11. <U>Listing of Shares</U>. For as long as any Warrants are outstanding and
exercisable, the Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the ADSs and Warrant ADSs on each Trading Market on which each is currently listed, and concurrently with the Closing, the
Company shall apply to list or quote all of the ADSs and Warrant ADSs on such Trading Markets and promptly secure the listing of all of the ADSs and Warrant ADSs on such Trading Markets. The Company further agrees, if the Company applies to have the
ADSs traded on any other Trading Market, it will then include in such application all of the ADSs and Warrant ADSs, and will take such other action as is necessary to cause all of the ADSs and Warrant ADSs 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 ADSs on a Trading Market and will comply in all respects with the Company&#146;s reporting, filing and
other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the ADSs 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. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.12. <U>Subsequent Equity Sales</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) From the date hereof until 90 days after the Closing Date, except as permitted pursuant Section&nbsp;4.12(b), neither the Company nor any
Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs, Ordinary Shares, or Ordinary Share Equivalents. Notwithstanding the foregoing, during the 16<SUP
STYLE="font-size:75%; vertical-align:top">th</SUP> day to the 90<SUP STYLE="font-size:75%; vertical-align:top">th</SUP> day following the Closing Date (the &#147;<U>Limited Sales Period</U>&#148;), the Company may issue, enter into an agreement to
issue or announce the issuance or proposed issuance of any ADSs, Ordinary Shares, or Ordinary Share Equivalents (including pursuant to a Variable Rate Transaction) provided, however, that (i)&nbsp;the closing price of the ADSs on the Trading Market
for the Trading Day prior to entering into such agreement to issue any ADSs, ordinary Shares, or Ordinary Share Equivalents is greater than $1.26, and (ii)&nbsp;the offering of ADSs, Ordinary Shares, or Ordinary Share Equivalents is at a price of no
less than $1.26 per ADS (or $0.126 per Ordinary Share). For the avoidance of doubt, any issuance made pursuant to a Variable Rate Transaction during the Limited Sales Period must be at a price of no less than $1.26 per ADS (or $0.126 per Ordinary
Share) and, if a Variable Rate Transaction is entered into during the Limited Sales Period, it must not permit any sales during the Limited Sales Period at a price less than $1.26 per ADS (or $0.126 per Ordinary Share). &#147;<U>Variable Rate
Transaction</U>&#148; means a transaction in which the Company (i)&nbsp;issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional ADSs or Ordinary Shares
either (A)&nbsp;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 ADSs or Ordinary Shares at any time after the initial issuance of such debt or
equity securities, or (B)&nbsp;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 (other than in connection with a share split or share dividend
or similar event) or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the ADSs or Ordinary Shares, or (ii)&nbsp;enters into, or effects a transaction under, any
agreement, including, but not limited to, an equity line of credit or an <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">&#147;at-the-market</FONT></FONT> offering&#148;, 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 cancelled. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Notwithstanding the foregoing, this Section&nbsp;4.12 shall not apply in respect of an Exempt Issuance, and for the avoidance of doubt,
shall not apply to the filing of a registration statement or amendment or supplement related thereto, except that no Variable Rate Transaction shall be an Exempt Issuance. Further, for avoidance of doubt, this Section&nbsp;4.12 shall apply to the
issuance of securities upon the conversion of the LMR Notes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.13. <U>Equal Treatment of Purchasers</U>. 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
such 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 the ADSs, the Shares, or otherwise. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.14. <U>Certain Transactions and Confidentiality</U>. 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&#146;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&nbsp;4.5. 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&nbsp;4.5, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in this Agreement, including the schedules hereto. Notwithstanding the foregoing, and notwithstanding
anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i)&nbsp;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&nbsp;4.5, (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&nbsp;4.5 and (iii)&nbsp;no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or the Subsidiaries after the issuance of the initial press release as described
in Section&nbsp;4.5. 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&#146;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&#146;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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.15. <U>Exercise Procedures</U>. The form of
Notice of Exercise included in the Warrants sets forth the totality of the procedures required of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information, or instructions shall be required of the Purchasers
to exercise their Warrants. Without limiting the preceding sentences, no <FONT STYLE="white-space:nowrap">ink-original</FONT> 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 Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions, and time periods set forth in the Transaction
Documents. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.16. <U>Capital Changes</U>. From the date hereof until 90 days after the Closing Date, the Company shall not undertake a
reverse or forward share split or reclassification of the Ordinary Shares without the prior written consent of the Purchasers holding a majority in interest of the Securities, except for any reverse or forward share split or reclassification
previously approved by the Company&#146;s shareholders and expressly contemplated by the SEC Filings. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.17. <U><FONT STYLE="white-space:nowrap">Lock-Up</FONT> Agreements</U>. The Company shall
not amend, modify, waive or terminate any provision of any of the <FONT STYLE="white-space:nowrap">Lock-Up</FONT> Agreements except to extend the term of the <FONT STYLE="white-space:nowrap">lock-up</FONT> period and shall enforce the provisions of
each <FONT STYLE="white-space:nowrap">Lock-Up</FONT> Agreement in accordance with its terms. If any party to a <FONT STYLE="white-space:nowrap">Lock-Up</FONT> Agreement breaches any provision of a <FONT STYLE="white-space:nowrap">Lock-Up</FONT>
Agreement, the Company shall promptly use its best efforts to seek specific performance of the terms of such <FONT STYLE="white-space:nowrap">Lock-Up</FONT> Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.18. <U>Acknowledgment of Dilution</U>. The Company acknowledges that the issuance of the Shares may result in dilution of the outstanding
ADSs and Ordinary Shares, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Shares
pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser
and regardless of the dilutive effect that such issuance may have on the ownership of the other shareholders or ADS holders or holders of Ordinary Shares of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.19. <U>Participation in Future Financings</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) From the date hereof until the date that is twelve (12)&nbsp;months after the Closing Date, upon any issuance by the Company or any of its
Subsidiaries of ADSs, Ordinary Shares, Ordinary Share Equivalents or preferred stock for cash consideration, Indebtedness or a combination of securities hereof for the purpose of raising capital (a &#147;<U>Subsequent Financing</U>&#148;), the
Purchasers shall have the right to participate in such issuance up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing (the &#147;<U>Participation Maximum</U>&#148;) on the same terms, conditions and price provided for
in the Subsequent Financing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) At least three (3)&nbsp;Trading Days prior to the closing of the Subsequent Financing, the Company shall
deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (&#147;<U><FONT STYLE="white-space:nowrap">Pre-Notice</FONT></U>&#148;), which <FONT STYLE="white-space:nowrap">Pre-Notice</FONT> shall ask such Purchaser
if it wants to review the details of such financing (such additional notice, a &#147;<U>Subsequent Financing Notice</U>&#148;). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, which
shall be delivered in writing to the Company within one (1)&nbsp;Trading Day after the delivery of the <FONT STYLE="white-space:nowrap">Pre-Notice,</FONT> the Company shall promptly, but no later than one (1)&nbsp;Trading Day after such request,
deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or
Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m.
(New York City time) on the third (3<SUP STYLE="font-size:75%; vertical-align:top">rd</SUP>) Trading Day after all of the Purchasers have received the <FONT STYLE="white-space:nowrap">Pre-Notice</FONT> that such Purchaser is willing to participate
in the Subsequent Financing, the amount of such Purchaser&#146;s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing
Notice. If the Company receives no such notice from a Purchaser as of such third (3<SUP STYLE="font-size:75%; vertical-align:top">rd</SUP>) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to
participate. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) After 5:30 p.m. (New York City time) on the third (3<SUP
STYLE="font-size:75%; vertical-align:top">rd</SUP>) Trading Day after all of the Purchasers have received the <FONT STYLE="white-space:nowrap">Pre-Notice,</FONT> the Company may effect the remaining portion of such Subsequent Financing on the terms
and with the Persons set forth in the Subsequent Financing Notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) If by 5:30 p.m. (New York City time) on the third (3<SUP
STYLE="font-size:75%; vertical-align:top">rd</SUP>) Trading Day after all of the Purchasers have received the <FONT STYLE="white-space:nowrap">Pre-Notice,</FONT> the Company receives responses to a Subsequent Financing Notice from Purchasers seeking
to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. &#147;<U>Pro Rata Portion</U>&#148; means the ratio
of (x)&nbsp;the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section&nbsp;4.19 and (y)&nbsp;the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all
Purchasers participating under this Section. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The Company must provide the Purchasers with a second Subsequent Financing Notice, and
the Purchasers will again have the right of participation set forth above in this Section&nbsp;4.19, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such
Subsequent Financing Notice within thirty (30)&nbsp;Trading Days after the date of the initial Subsequent Financing Notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The
Company and each Purchaser agree that if any Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required
to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without
the prior written consent of such Purchaser. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) Notwithstanding anything to the contrary in this Section&nbsp;4.19 and unless otherwise
agreed to by such Purchaser, the Company shall either confirm in writing to such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the
Subsequent Financing, in either case in such a manner such that such Purchaser will not be in possession of any material, <FONT STYLE="white-space:nowrap">non-public</FONT> information, by the tenth (10th) Business Day following delivery of the
Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by
such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall not be deemed to be in possession of any material, <FONT STYLE="white-space:nowrap">non-public</FONT> information with respect to the Company or any of
its Subsidiaries. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Notwithstanding the foregoing, this Section shall not apply in respect of an Exempt Issuance. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE V </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>MISCELLANEOUS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.1.
<U>Termination</U>. This Agreement may be terminated by any Purchaser, as to such Purchaser&#146;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 5th Trading Day following the date hereof; <I>provided, however</I>, that no such termination will affect the right of any party to sue for any breach by any other party (or
parties). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.2. <U>Fees and Expenses</U>. 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 Depositary fees (including, without limitation, any fees required for <FONT STYLE="white-space:nowrap">same-day</FONT> processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser). The
Company shall pay any issuance, stamp or documentary taxes (other than transfer taxes) or charges imposed by any governmental body, agency or official (other than income taxes) by reason of the issuance of Shares to the Purchasers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.3. <U>Entire Agreement</U>. The Transaction Documents, together with the exhibits and schedules thereto, and the Prospectus 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.4. <U>Notices</U>. 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)&nbsp;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)&nbsp;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)&nbsp;the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service or (d)&nbsp;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. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.5. <U>Amendments; Waivers</U>. 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 that purchased at least 50.1% in interest of the number of the Shares 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 at least 50.1% in interest of such 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&nbsp;5.5 shall be binding upon each Purchaser and holder
of Securities and the Company. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, <FONT STYLE="white-space:nowrap">non-public</FONT> information regarding the Company or any Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form <FONT STYLE="white-space:nowrap">6-K.</FONT> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.6. <U>Headings</U>. 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.7. <U>Successors and Assigns</U>. 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 &#147;Purchasers.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.8. <U>Third-Party Beneficiaries</U>. The Financial Advisor shall be the
third-party beneficiary of the representations and warranties of the Company in Section&nbsp;3.1 and the representations and warranties of the Purchasers in Section&nbsp;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&nbsp;4.9 and this Section&nbsp;5.8. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.9. <U>Governing Law</U>. 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, stockholders, 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 suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, 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 suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this 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 suit, action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under
Section&nbsp;4.9, the prevailing party in such suit, action or proceeding shall be reimbursed by the <FONT STYLE="white-space:nowrap">non-prevailing</FONT> party for its reasonable attorneys&#146; fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such suit, action or proceeding. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.10. <U>Survival</U>. The representations and warranties contained herein shall survive the
Closing and the delivery of the Securities for the applicable statute of limitations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.11. <U>Execution</U>. 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 <FONT STYLE="white-space:nowrap">e-mail</FONT> delivery of a &#147;.pdf&#148; format data file, by other electronic signing created on an electronic
platform (such as DocuSign) or by digital signing (such as Adobe Sign), 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
&#147;.pdf&#148; or other electronic or digital signature page were an original thereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.12. <U>Severability</U>. 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.13. <U>Rescission and Withdrawal Right</U>.
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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.14. <U>Replacement of Securities</U>. 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">37 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.15. <U>Remedies</U>. 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.16. <U>Payment Set Aside</U>. 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.17. <U>Independent Nature of Purchasers</U><U>&#146;</U><U> Obligations and Rights</U>. 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 (i)&nbsp;have chosen to communicate with the Company through Thompson Hine LLP, the legal counsel of the Financial Advisor, and (ii)&nbsp;understand and agree that Thompson Hine LLP, as legal counsel of the
Financial Advisor, does not represent any of the Purchasers and only represents the Financial Advisor. 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.18. <U>Liquidated Damages</U>. The
Company&#146;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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">38 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.19. <U>Saturdays, Sundays, Holidays, etc</U>. 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.20. <U>Currency</U>. Unless otherwise stated, all dollar amounts and references to &#147;$&#148; in this Agreement refer to the lawful
currency of the United States. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.21. <U>Construction</U>. 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, ADSs, and Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and forward share splits, share dividends, share
combinations and other similar transactions of the ADSs and Ordinary Shares that occur after the date of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.22. <U>WAIVER
OF JURY TRIAL</U>. 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>(Signature Pages Follow) </I></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">39 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>NAAS TECHNOLOGY INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Address for Notice</U>: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;</U> </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;</U> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Email</U>: _____________________________________ </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>With a
copy to (which shall not constitute notice</I>): </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;</U> </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;</U> </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;</U> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Email</U>: _____________________________________ </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[COMPANY SIGNATURE PAGE TO NAAS TECHNOLOGY INC. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">SECURITIES PURCHASE AGREEMENT] </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[PURCHASER SIGNATURE PAGES TO NAAS TECHNOLOGY INC. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">SECURITIES PURCHASE AGREEMENT] </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Name of </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Purchaser: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Signature of Authorized Signatory of
Purchaser</I>:&#8194;______________________________________ </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Name of Authorized Signatory: ____________________________________________________ </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Title of Authorized Signatory: _____________________________________________________ </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email Address of Authorized Signatory: _____________________________________________ </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Address for Notice to Purchaser: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;
</U> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Address for Delivery of Securities to Purchaser (if not same as address for notice): </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;
</U> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">DWAC for ADSs:&nbsp;_______________ </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Subscription
Amount: $<U>&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;&#8195;</U><U> </U> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">ADSs:________________ </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ordinary Warrants: _______________________ </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">EIN Number:
<U>____________________</U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744; Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i)&nbsp;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)&nbsp;the Closing shall occur on the 2nd Trading Day following the date of this Agreement and (iii)&nbsp;any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause
(i)&nbsp;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. </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 99.1 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>NaaS Technology Inc. Announces US$6 Million Registered Direct Offering </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BEIJING, March&nbsp;13, 2024 /PRNewswire/ &#151; NaaS Technology Inc. (Nasdaq: NAAS) (&#147;NaaS&#148; or the &#147;Company&#148;), the first U.S. listed EV
charging service company in China, today announced that it has entered into a definitive agreement with a single, U.S. institutional investor for the purchase and sale of 4,761,905 American Depositary Shares (&#147;ADS&#148;) together with warrants
to purchase up to 4,761,905 ADSs at a combined purchase price of US$1.26 per ADS and accompanying warrant (together the &#147;Securities&#148;), pursuant to a registered direct offering for total gross proceeds of approximately US$6&nbsp;million,
before deducting commissions and other estimated offering expenses. The warrants will have an exercise price of US$1.49, will be exercisable beginning six months following the date of issuance and will expire five years from the initial exercise
date. The closing of the offering and sale of the Securities is expected to occur on or about March&nbsp;15, 2024, subject to the satisfaction of customary closing conditions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">This offering is being made pursuant to an effective shelf registration statement on Form <FONT STYLE="white-space:nowrap">F-3</FONT> (File No <FONT
STYLE="white-space:nowrap">333-273515)</FONT> previously filed with the U.S. Securities and Exchange Commission (the &#147;SEC&#148;). A prospectus supplement describing the terms of the proposed offering will be filed with the SEC and will be
available on the SEC&#146;s website located at http://www.sec.gov. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">This press release shall not constitute an offer to sell or a solicitation of an offer
to buy these Securities, nor shall there be any sale of these Securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such
state or other jurisdiction. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>About NaaS&nbsp;Technology Inc. </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">NaaS Technology Inc. (Nasdaq: NAAS) is the first U.S. listed EV charging service company in China. The Company is a subsidiary of NewLink Technology Limited, a
leading energy digitalization group in China. The Company provides <FONT STYLE="white-space:nowrap">one-stop</FONT> solutions to energy asset owners comprising charging services, energy solutions and new initiatives, supporting every stage of energy
asset&#146;s lifecycle and facilitating energy transition. As of September&nbsp;30, 2023, NaaS had connected 767,611 chargers covering 73,710 charging stations, representing 41.6% and 50.0% of China&#146;s public charging market share respectively.
</P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Forward-Looking Statements </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">This press release
contains certain forward-looking statements within the meaning of Section&nbsp;27A of the Securities Act of 1933 and Section&nbsp;21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those
relating to the timing and completion of the proposed offering and other statements that are predictive in nature. These statements may be identified by the use of forward-looking expressions, including, but not limited to, &#147;expect,&#148;
&#147;anticipate,&#148; &#147;intend,&#148; &#147;plan,&#148; &#147;believe,&#148; &#147;estimate,&#148; &#147;potential,&#148; &#147;predict,&#148; &#147;project,&#148; &#147;should,&#148; &#147;would&#148; and similar expressions and the negatives
of those terms. These statements relate to future events and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any results, performance or
achievements expressed or implied by the forward-looking statements. Such factors include the risk factors set forth in the NaaS Technology Inc. filings with the SEC, including, without limitation, its Annual Report on Form <FONT
STYLE="white-space:nowrap">20-F</FONT> for the year ended December&nbsp;31, 2022 and its Current Reports on Form <FONT STYLE="white-space:nowrap">6-K</FONT> filed in 2023, as well as the risks identified in the shelf registration statement and the
prospectus supplement relating to the offering. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. NaaS Technology Inc. undertakes no obligation
to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>For investor and media inquiries, please contact: </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Investor Relations </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">NaaS Technology Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap">E-mail:</FONT> ir@enaas.com </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Media inquiries: </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap">E-mail:</FONT>
pr@enaas.com </P>
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