Form 8-K

8-K — GD Culture Group Ltd

Accession: 0001213900-26-049255

Filed: 2026-04-29

Period: 2026-04-28

CIK: 0001641398

SIC: 5050 (WHOLESALE-METALS, MINERALS (NO PETROLEUM))

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0288178-8k_gdculture.htm (Primary)

EX-5.1 — OPINION OF MCLAUGHLIN & STERN, LLP (ea028817801ex5-1.htm)

EX-10.1 — AT-THE-MARKET ISSUANCE SALES AGREEMENT, DATED APRIL 28, 2026, BY AND BETWEEN GD CULTURE GROUP LIMITED. AND UNIVEST SECURITIES, LLC (ea028817801ex10-1.htm)

EX-99.1 — PRESS RELEASE - GD CULTURE GROUP LIMITED PROVIDES BUSINESS PROGRESS ON AI INTERACTIVE NOVEL PLATFORM - FATO NOW AVAILABLE ON APPLE APP STORE, DATED APRIL 29, 2026 (ea028817801ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0288178-8k_gdculture.htm · Sequence: 1

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0001641398

2026-04-28

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM 8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

April 28, 2026

GD Culture Group Limited

(Exact name of Company as specified in

charter)

Nevada

001-37513

47-3709051

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)

111 Town Square Place, Suite #1203

Jersey City, NJ 07310

(Address of Principal Executive Offices)

(Zip code)

+1-347- 2590292

(Company’s Telephone number,

including area code)

Check the appropriate box below if the Form

8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001

GDC

Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into

a Material Definitive Agreement

On April

28, 2026, GD Culture Group Limited. (the “Company”) entered into an At-The-Market Issuance

Sales Agreement (the “Sales Agreement”) with Univest Securities, LLC (the “Sales Agent”) under which

the Company may issue and sell from time to time, shares of its common stock, par value $0.0001 per share (the “Shares”),

having an aggregate offering price of not more than $300,000,000 through the Sales Agent or any of its sub-agent(s) or other designees,

acting as sales agent. Prior to any sales under the Sales Agreement, the Company will deliver a “Transaction Notice” to the

Sales Agent that will set the parameters for such sale of Shares, including the number of Shares to be issued, the time period during

which sales are requested to be made, any limitation on the number of Shares that may be sold in any one trading day and any minimum price

below which sales may not be made. The offer and sale of the Shares, if any, will be made pursuant to the Company's registration statement

on Form S-3 (File No. 333-292934), which was initially filed with the United States Securities and Exchange Commission (the “Commission”)

on January 26, 2026, and was declared effective by the Commission on March 18, 2026 and as supplemented by the prospectus supplement to

be filed with the Commission relating to the Shares which may be issued from time to time pursuant to the Sales Agreement.

Subject to the terms and

conditions of the Sales Agreement, the Sales Agent may sell the Shares by methods deemed to be an “at-the-market” offering

as defined in Rule 415 promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”), including,

without limitation, with the Company’s prior written consent, in negotiated transactions permitted by law, or as may be required

by the rules and regulations of the Nasdaq Stock Market, LLC or such other trading market on which the Company’s common stock is

listed or quoted. The Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices to sell

the Shares in accordance with the terms of the Sales Agreement and any applicable Transaction Notice. The Company cannot provide any assurances

that the Sales Agent will sell any Shares pursuant to the Sales Agreement.

The Company made certain

customary representations, warranties and covenants concerning the Company and the offering of the Shares. Pursuant to the terms of the

Sales Agreement, the Company also provided the Sales Agent with customary indemnification rights, including indemnification against certain

liabilities under the Securities Act. The Company will pay the Sales Agent a commission in cash equal to 3.5% of the gross proceeds from

the sale of the Shares under the Sales Agreement, if any. In addition, the Company has agreed to reimburse the Sales Agent for all reasonable

travel and other accountable expenses, including the documented fees and costs of its legal counsel reasonably incurred in connection

with entering into the transactions contemplated by the Sales Agreement in an amount not to exceed $125,000. Additionally, pursuant to

the terms of the Sales Agreement, the Company agreed to reimburse the Sales Agent for the documented fees and costs of its legal counsel

reasonably incurred in connection with Sales Agent’s ongoing diligence requirements arising from the transactions contemplated by

the Sales Agreement in an amount not to exceed $5,000 in the aggregate per calendar quarter. The offering of Shares will terminate upon

the earlier of the sale of the Shares under the Sales Agreement having an aggregate offering price of $300,000,000 or the termination

of the Sales Agreement as permitted therein. The Sales Agreement may be terminated by the Company at any time upon three (3) days’

prior written notice to the Sales Agent. The Sales Agent may terminate the Sales Agreement at any time by providing written notice to

the Company. The Company and the Sales Agent may also terminate the Sales Agreement by mutual agreement.

The foregoing summary of the Sales

Agreement is not complete and is qualified in the entirety by reference to the complete text of the Sales

Agreement, which is filed as Exhibit 10.1 to this report on Form 6-K and is incorporated by reference herein.

The Shares will be issued

pursuant to the Company’s Registration Statement, the base prospectus filed as part of the Registration Statement and the prospectus

supplement filed as part of the Registration Statement. This Current Report shall not constitute an offer to sell or the solicitation

of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such state.

The Company cautions you

that statements included in this report that are not a description of historical facts are forward-looking statements. These forward-looking

statements include statements regarding the ability to sell Shares and raise additional funds pursuant to the Sales Agreement. The inclusion

of forward-looking statements should not be regarded as a representation by the Company that any of these results will be achieved. Actual

results may differ from those set forth in this report due to the risks and uncertainties associated with market conditions and the satisfaction

of pre-sale conditions under the Sales Agreement, as well as risks and uncertainties inherent in the Company's business, including those

described in the Company's periodic filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements,

which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or

circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This

cautionary statement is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

Item 7.01 Regulation FD Disclosure.

On April 29, 2026, the Company issued a

press release entitled “GD Culture Group Limited Provides Business Progress on AI Interactive Novel Platform - Fato Now Available

on Apple App Store”. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in Item 7.01 of this Current

Report on Form 8-K, including the information in the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K is furnished

pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise

subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, shall not be

deemed to be incorporated by reference in the filings of the Company under the Securities Act.

The information contained in this Report

on Form 6-K of the Company are hereby incorporated by reference into the Company’s Registration Statement on Form S-3 (File No.

333-292934).

Item 9.01 Financial Statements and

Exhibits.

(d) Exhibits.

Exhibit No.

Description

5.1

Opinion of McLaughlin & Stern, LLP

10.1

At-the-Market Issuance Sales Agreement,

dated April 28, 2026, by and between GD Culture Group Limited. and Univest Securities, LLC

23.1

Consent of McLaughlin & Stern, LLP (included in Exhibit 5.1)

99.1

Press Release - GD Culture Group Limited

Provides Business Progress on AI Interactive Novel Platform - Fato Now Available on Apple App Store, dated April 29, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GD Culture Group Limited

Date: April 29, 2026

By:

/s/ Xiao Jian Wang

Name:

Xiao Jian Wang

Title:

Chief Executive Officer, President

and

Chairman of the Board of Directors

EX-5.1 — OPINION OF MCLAUGHLIN & STERN, LLP

EX-5.1

Filename: ea028817801ex5-1.htm · Sequence: 2

Exhibit 5.1

McLaughlin

& Stern,

llp

Founded 1898

STEVEN W.

SCHUSTER

Partner

sschsuter@mclaughlinstern.com

(212) 448-6216

RICHARD XU

Partner

RXu@mclaughlinstern.com

(212) 448-6233

260 Madison

Avenue

New York, New

York 10016

(212) 448–1100

Fax (212) 448–0066

www.mclaughlinstern.com

New York, New

York

Millbrook, New

York

Garden city,

New York

Westport, Connecticut

West Palm Beach,

Florida

Westfield, New

Jersey

April 28, 2026

GD Culture Group Limited

111 Town Square Place, Suite #1203

Jersey City, NJ 07310

Re: GD Culture Group Limited

Dear Sirs:

You have requested our opinion

with respect to certain matters in connection with the filing by GD Culture Group Limited, a Nevada corporation (the “Company”),

of a prospectus supplement, dated April 28, 2026 (the “Prospectus Supplement”), to the prospectus which forms a part of a

Registration Statement (the “Registration Statement”) on Form S-3 (File No. 333-292934), which was initially filed with the

United States Securities and Exchange Commission (the “Commission”) on January 26, 2026, and was declared effective by the

Commission on March 18, 2026, including the base prospectus (the “Base Prospectus”). The Prospectus Supplement relates to

the issuance and sale of shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company having an

aggregate offering price of up to US$300,000,000 of Common Stock (the “Shares”) pursuant to an At-The-Market Issuance Sales

Agreement (the “ATM Sales Agreement”), dated April 28, 2026, through Univest Securities, LLC, as selling agent (the “Agent”).

In our capacity as the Company’s

counsel in connection with this matter, we are familiar with the proceedings taken and proposed to be taken by the Company in connection

with the authorization and issue of the Shares. We have reviewed and relied upon, without independent verification, such matters and documents,

and the representations contained therein, as we have deemed necessary to render the opinions set forth below. Such documents include,

without limitation: (a) Articles of Incorporation of the Company, as amended to date, (b) By-laws of the Company, as amended to date,

(c) the Registration Statement, all documents incorporated therein by reference and all exhibits thereto, (d) the Base Prospectus, (e)

the Prospectus Supplement, (f) Resolutions of the Board of Directors of the Company (the “Board”) approving this transaction,

dated April 28, 2026, and (g) the ATM Sales Agreement and all the schedules and exhibits thereto. For purposes of this opinion, we have

assumed that such proceedings to be taken in the future will be timely completed in the manner presently proposed and that the terms of

each issuance will otherwise be in compliance with law. In addition, we have examined such matters of fact and questions of law as we

have considered appropriate for purposes of this letter. We have examined the originals, photocopies, certified copies or other evidence

of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant

and necessary as a basis for the opinion hereinafter expressed. We have assumed the authenticity of all documents submitted to us as originals,

the conformity to originals of all documents submitted to us as copies thereof and the genuineness of all signatures. As to questions

of fact material to our opinion, we have relied upon the certificates of certain officers of the Company.

McLaughlin

& Stern, LLP

Our opinions set forth below with

respect to the validity or binding effect of any security or obligation may be limited by (i) bankruptcy, insolvency, reorganization,

fraudulent conveyance, marshaling, moratorium or other similar laws affecting the enforcement generally of the rights and remedies of

creditors and secured parties or the obligations of debtors, (ii) general principles of equity (whether considered in a proceeding in

equity or at law), including but not limited to principles limiting the availability of specific performance or injunctive relief, and

concepts of materiality, reasonableness, good faith and fair dealing, (iii) the possible unenforceability under certain circumstances

of provisions providing for indemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative

of federal or state securities laws, rules or regulations, and (iv) the effect of course of dealing, course of performance, oral agreements

or the like that would modify the terms of an agreement or the respective rights or obligations of the parties under an agreement.

On the basis of the foregoing

and in reliance thereon, and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion

that the Shares have been authorized for issuance and when issued in compliance with the provisions of the ATM Sales Agreement, including

the receipt by the Company of any consideration required thereunder, the Shares will be validly issued, fully paid and non-assessable

shares of the Company’s Common Stock.

We hereby consent to the use of

this opinion as Exhibit 5.1 the Company’s Current Report on Form 8-K to be filed on April 29, 2026, incorporated by reference into

the Registration Statement, and to the use of our name as it appears under the caption “Legal Matters” in the Prospectus Supplement.

In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of

the Securities Act of 1933, as amended, or the rules and regulations thereunder.

We are members of the Bar of New

York and do not express any opinion as to matters governed by any laws other than the internal laws of the State of New York, and the

applicable federal laws of the United States, as each is in effect and in force as of the date of this opinion. However, for the limited

purposes of our opinions set forth above, we are generally familiar with the General Company Law of the State of Nevada and have made

such inquiries as we consider necessary to render this opinion with respect to a Nevada corporation. This opinion is limited to Chapter

78 of the Nevada Revised Statutes and all applicable provisions of reported judicial decisions interpreting these laws. We express no

other opinion concerning any matters respecting or affected by any laws other than laws that a lawyer in New York exercising customary

professional diligence would reasonably recognize as being directly applicable to the transactions contemplated by the ATM Sales Agreement.

This opinion letter is furnished

in connection with the Prospectus and the Prospectus Supplement and may not be relied upon for any other purpose without our prior written

consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other

purpose without our prior written consent. This opinion is rendered as of the date hereof and based solely on our understanding of facts

in existence as of such date after the examination described in this opinion. We assume no obligation to advise you of any fact, circumstance,

event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or

modify the opinions expressed herein.

Very truly yours,

/s/ McLaughlin & Stern LLP

McLaughlin & Stern LLP

New York, NY | Garden City, NY

EX-10.1 — AT-THE-MARKET ISSUANCE SALES AGREEMENT, DATED APRIL 28, 2026, BY AND BETWEEN GD CULTURE GROUP LIMITED. AND UNIVEST SECURITIES, LLC

EX-10.1

Filename: ea028817801ex10-1.htm · Sequence: 3

Exhibit 10.1

Up to

$300,000,000 of Common Stock

AT-THE-MARKET ISSUANCE

SALES AGREEMENT

April 28, 2026

Univest Securities, LLC

75 Rockefeller Plaza, Suite 25A

New York, NY, 10019

Ladies and Gentlemen:

GD Culture Group Limited,

a Nevada corporation (the “Company”), proposes to issue and sell through Univest Securities, LLC, as selling

agent (the “Agent”), shares of common stock, par value $0.0001 per share, of the Company (the “Common

Stock”), having an aggregate offering price of up to US$300,000,000 of Common Stock (the Common Stock subject to this At-The-Market

Issuance Sales Agreement (this “Agreement”) being referred to herein as the “Shares”)

on terms set forth herein and subject to the limitations set forth in Section 2(a) hereof. The Shares consist entirely of authorized but

unissued shares of Common Stock to be issued and sold by the Company.

The Company hereby confirms its agreement with the Agent with

respect to the sale of the Shares.

1. Representations

and Warranties of the Company.

(a) The

Company represents and warrants to, and agrees with, the Agent as follows as of the date of this Agreement, each Settlement Date, each

Time of Sale, each time a Transaction Notice is delivered and each Bringdown Date:

(i) A

registration statement on Form S-3 (File No. 333-292934) registering $300,000,000 of securities

of the Company (the “registration statement”) has been filed with the U.S. Securities and Exchange

Commission (the “Commission”) initially on January 26, 2026, and such registration statement has been

declared effective by the Commission on March 18, 2026 and currently effective, under the Securities Act of 1933, as amended (the

“Securities Act of 1933”), and the rules and regulations promulgated thereunder (the “Rules

and Regulations” and collectively with the Securities Act of 1933, the “Securities Act”) on

each Settlement Date, each Time of Sale and each time a Transaction Notice is delivered and each Bringdown Date. Except where the

context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as

amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such

section applies to the Agent, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by

reference therein, (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to

Rule 424(b) under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the

Securities Act, to be part of the registration statement at such time, and (3) any registration statement filed to register the

offer and sale of Shares pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration

Statement”). Except where the context otherwise requires, “Base Prospectus,” as used herein,

means the prospectus filed as part of the Registration Statement, together with any amendments or supplements thereto as of the date

of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein,

means the most recent prospectus supplement relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b)

under the Securities Act and in accordance with the terms of this Agreement. Except where the context otherwise requires,

“Prospectus,” as used herein, means the Prospectus Supplement together with the Base Prospectus attached

to or used with the Prospectus Supplement, as may be amended or supplemented from time to time. “Permitted Free Writing

Prospectus,” as used herein, means the documents, if any, listed on Schedule A attached hereto and, after the

date hereof, any “issuer free writing prospectus” as defined in Rule 433 of the Securities Act, that is expressly agreed

to by the Company and the Agent in writing to be a Permitted Free Writing Prospectus. Any reference herein to the Registration

Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed

to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein

pursuant to Item 12 of Form S-3 (the “Incorporated Documents”), including, unless the context otherwise

requires, the documents, if any, filed as exhibits to such Incorporated Documents. For purposes of this Agreement, all references to

the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus,

or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its

Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”). The Company has prepared a Prospectus

Supplement specifically related to the Shares, which shall be filed with the Commission prior to the delivery of any Transaction

Notice. All references in this Agreement to financial statements and schedules and other information which is

“described,” “contained,” “included” or “stated” in the Registration Statement, the

Base Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (or other references of like

import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated

by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base

Prospectus, the Prospectus Supplement, the Prospectus or Permitted Free Writing Prospectus as the case may be. Any reference herein

to the terms “amend,” “amendment” or “supplement” with

respect to the Registration Statement, any Base Prospectus, the Prospectus, the Prospectus Supplement or any Permitted Free Writing

Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended,

and the rules and regulations thereunder (collectively, the “Exchange Act”) on or after the initial

effective date of the Registration Statement, or the date of such Base Prospectus, the Prospectus, the Prospectus Supplement or such

Permitted Free Writing Prospectus, if any, as the case may be, and incorporated or deemed to be incorporated therein by reference

pursuant to Item 12 of Form S-3. “Time of Sale” means each time a Share is purchased pursuant to this

Agreement.

(ii) (A)

The Registration Statement complies as of the date hereof, and will comply upon the effectiveness of any amendment thereto and at each

Time of Sale, each Settlement Date (as defined below) and at the time of delivery of each Transaction Notice, and each Bringdown Date,

as applicable, in all material respects, with the requirements of the Securities Act; at all times during which a prospectus is required

by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar

rule) in connection with any sale of Shares (the “Prospectus Delivery Period”), the Registration Statement,

as may be amended, will comply, in all material respects, with the requirements of the Securities Act; the conditions to the use of Form

S-3 in connection with the offering and sale of the Shares as contemplated hereby (the “Offering”) have been

satisfied; the Registration Statement meets, and the Offering complies with, the requirements of Rule 415 under the Securities Act (including,

without limitation, Rule 415(a)(5)); the Registration Statement does not, as of the date hereof, and will not, as of the effective date

of any amendment thereto, at each Time of Sale, if any, and at all times during a Prospectus Delivery Period, 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.

There is no stop order suspending effectiveness of the Registration Statement.

(B) The Prospectus,

as of the date of the Prospectus Supplement, as of the date hereof (if filed with the Commission on or prior to the date hereof), at each

Settlement Date, Time of Sale and at the time of delivery of each Transaction Notice, and each Bringdown Date (as applicable), and at

all times during a Prospectus Delivery Period, complied, complies or will comply, in all material respects, with the requirements of the

Securities Act; and the Prospectus, and each supplement thereto, as of their respective dates, at each Settlement Date or Time of Sale

(as applicable), and at all times during a Prospectus Delivery Period, did not and will not include 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.

Free Writing Prospectus, if any, as of its date and as of each Settlement Date, Time of Sale and at the time of delivery of each Transaction

Notice, and each Bringdown Date (as applicable), and at all times during a Prospectus Delivery Period (when taken together with the Prospectus

at such time) will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were made, not misleading.

The representations

and warranties set forth in subparagraphs (A), (B) and (C) above shall not apply to any statement contained in the Registration Statement,

any Base Prospectus, the Prospectus Supplement, Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity

with information concerning the Agent that is furnished in writing by or on behalf of the Agent expressly for use in the Registration

Statement, such Base Prospectus, the Prospectus Supplement, the Prospectus or such Permitted Free Writing Prospectus, if any, it being

understood and agreed that only such information furnished by the Agent as of the date hereof consists of the information described in

Section 5(b)(ii).

(iii) Prior

to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by means of any “prospectus”

(within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection

with the Offering, in each case other than the Base Prospectus, the Prospectus Supplement, Prospectus or any Permitted Free Writing Prospectus;

the Company has not, directly or indirectly, prepared, used or referred to any Permitted Free Writing Prospectus except in compliance

with Rules 164 and 433 under the Securities Act; assuming that a Permitted Free Writing Prospectus, if any, is sent or given after the

Registration Statement was filed with the Commission (and after such Permitted Free Writing Prospectus, if any, was, if required pursuant

to Rule 433(d) under the Securities Act, filed with the Commission), the Company will satisfy the provisions of Rule 164 or Rule 433 necessary

for the use of a free writing prospectus (as defined in Rule 405) in connection with the Offering; the conditions set forth in one or

more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the registration statement

relating to the Offering, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule

431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; neither the Company nor the Agent is disqualified,

by reason of subsection (f) or (g) of Rule 164 under the Securities Act, from using, in connection with the Offering, “free writing

prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company

is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for

purposes of Rules 164 and 433 under the Securities Act with respect to the offering of the Shares contemplated by the Registration Statement;

the parties hereto agree and understand that the content of any and all “road shows” (as defined in Rule 433 under the Securities

Act) related to the Offering is solely the property of the Company.

(iv) Each

Permitted Free Writing Prospectus, as of its issue date, each Time of Sale, each Settlement Date and at the time of delivery of each Transaction

Notice, and each Bringdown Date, occurring after such issue date and at all subsequent times through the Prospectus Delivery Period or

until any earlier date that the Company notified or notifies the Agent as described in Section 3(c)(iii), did not, does not and

will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement,

any Base Prospectus, Prospectus Supplement, or the Prospectus. The foregoing sentence does not apply to statements in or omissions from

any Permitted Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent specifically

for use therein, it being understood and agreed that only such information furnished by the Agent as of the date hereof consist of the

information described in Section 5(b)(ii).

(v) The

consolidated financial statements of the Company and the Subsidiaries (as defined below), together with the related notes and supporting

schedules, set forth or incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with

the requirements of the Securities Act and the Exchange Act and fairly present in all material respects the financial condition of the

Company and the Subsidiaries, as a whole, as of the dates indicated and the results of operations and changes in cash flows for the periods

therein specified in conformity with U.S. generally accepted accounting principles consistently applied throughout the periods involved.

The selected financial data and the summary financial information included in the Registration Statement and in the Prospectus, as applicable,

constitute a fair summary of the information purported to be summarized and have been compiled on a basis consistent with that of the

audited financial statements included in the Registration Statement. No other financial statements or supporting schedules are required

to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act except as so included

or incorporated by reference. All disclosures contained in the Registration Statement or the Prospectus or incorporated by reference therein

regarding “non-GAAP financial measures” (as such term is defined by the applicable rules and regulations of the Commission)

comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act to the extent applicable. To the Company’s

knowledge, GGF CPA LTD which has expressed its opinion with respect to the audited financial statements for the fiscal year ended December

31, 2025 (the “Incorporated Financial Statements”), filed as a part of the Registration Statement and included

in the Registration Statement and the Prospectus, is a registered public accounting firm within the meaning of the Securities Act, and

GGF CPA LTD, in the performance of its work for the Company, has not been in violation of the auditor independence requirements of the

Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). There are no transactions, arrangements and other relationships

between and/or among the Company, and/or, to the knowledge of the Company, any of its affiliates and any unconsolidated entity, including,

but not limited to, any structural finance, special purpose or limited purpose entity (each, an “Off-Balance Sheet Transaction”)

that could reasonably be expected to affect materially the Company’s liquidity or the availability of or requirements for its capital

resources, including those Off Balance Sheet Transactions described in the Commission’s Statement about Management’s Discussion

and Analysis of Financial Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), and are required to be described

in the Prospectus, which have not been described as required.

(vi) The

Company and each of its Subsidiaries has been duly organized and is validly existing as a corporation under the laws of its jurisdiction

of incorporation. The Company and each of the Subsidiaries has full corporate power and authority to own its respective properties and

conduct its respective businesses as currently being carried on and as described in the Registration Statement and the Prospectus, and

is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases real property

or in which the conduct of its business makes such qualification necessary and in which the failure to so qualify would have a material

adverse effect upon the results of operations, business, management, properties, prospects, conditions (financial or otherwise) or operations,

of the Company and the Subsidiaries, either individually or taken as a whole (“Material Adverse Effect”). The

Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries (the

“Subsidiaries”) listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended

December 31, 2025.

(vii) Except

as disclosed in the Prospectus, subsequent to the dates as of which information is given in the Prospectus, the Company (including its

Subsidiaries on a consolidated basis) has not sustained any material loss or interference with its business from fire, explosion, flood

or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; incurred

any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends

or made any distribution of any kind with respect to the capital stock of the Company; and there has not been any change in the capital

stock of the Company, or issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company,

or any material change in the short-term or long-term debt of the Company (other than as a result of the exercise of any currently outstanding

stock options and warrants that are disclosed in the Prospectus), or any Material Adverse Effect or any development that would reasonably

be expected to result in a Material Adverse Effect. Since the date of the latest balance sheet presented in the Registration Statement

and the Prospectus, neither the Company nor any Subsidiary has entered into any transactions, including any acquisition or disposition

of any business or asset, which are material to the Company and the Subsidiaries taken as a whole, except for transactions which are disclosed

in the Registration Statement and the Prospectus.

(viii) Except

as set forth in the Prospectus, there is not pending or, to the knowledge of the Company, threatened or contemplated, any action, suit

or proceeding to which the Company or any of its Subsidiaries or of which any property or assets of the Company or any of its Subsidiaries

is the subject before or by any court or governmental agency, authority or body, or any arbitrator or mediator, which, individually or

in the aggregate, would reasonably be expected to result in any Material Adverse Effect.

(ix) There

are no statutes, regulations, contracts or documents that are required to be described in the Registration Statement and the Prospectus

or be filed as exhibits to the Registration Statement by the Securities Act that have not been so described or filed.

(x) The Company has

all corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly

authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable

against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state

securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting

the rights of creditors generally and subject to general principles of equity. The issue and sale of the Shares, the execution,

delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach

or violation of any of the terms and provisions of, or constitute a default under, (i) any law, rule or regulation to which the

Company or any of its Subsidiaries is subject, (ii) any agreement or instrument to which the Company or any of its Subsidiaries or

by which it is bound or to which any of its property is subject, (iii) the Company’s certificate of incorporation or bylaws,

each as amended to date, or the organizational documents of any of its Subsidiaries, or (iv) any order, rule, regulation or decree

of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of its

properties, except, in the case of clauses (i), (ii) and (iv), for such breaches, violations or defaults that would not reasonably

be expected to result in a Material Adverse Effect; no consent, approval, authorization or order of, or filing with, any court or

governmental agency or body is required for the execution, delivery and performance of this Agreement or for the consummation of the

transactions contemplated hereby and thereby, including the issuance or sale of the Shares by the Company, except for such consents,

approvals, authorizations, orders or filings as have been obtained or made or as may be required under the Securities Act or state

securities or blue sky laws; and the Company has and will have full power and authority to enter into this Agreement and to

authorize, issue and sell the Shares as contemplated hereby and thereby.

(xi) All

of the issued and outstanding shares of capital stock of the Company, including the outstanding Common Stock are duly authorized and validly

issued, fully paid and nonassessable, have been issued in compliance with all applicable foreign, federal and state securities laws, were

not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been

waived in writing, and the holders thereof are not subject to personal liability by reason of being such holders; all of the issued and

outstanding shares of capital stock of each of the Subsidiaries, other than the variable interest entity, which is contractually controlled,

are duly authorized and validly issued, fully paid and nonassessable, and are owned by the Company, directly or through wholly-owned Subsidiaries,

free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, have been issued in compliance with all

applicable foreign, federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights

to subscribe for or purchase securities that have not been waived in writing, and the holders thereof are not subject to personal liability

by reason of being such holders; the Shares which may be sold under this Agreement by the Company have been duly authorized and, when

issued, delivered and paid for in accordance with the terms of this Agreement will have been validly issued and will be fully paid and

nonassessable, and the holders thereof will not be subject to personal liability solely by reason of being such holders; and the capital

stock of the Company, including the Common Stock, conforms in all material respects to the description thereof in the Registration Statement

and the Prospectus. Except as otherwise stated in the Registration Statement and the Prospectus, there are no preemptive rights or other

rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Common Stock pursuant to the Company’s

certificate of incorporation, as amended, or any agreement or other instrument to which the Company is a party or by which the Company

is bound. Except as described in the Registration Statement and the Prospectus, there are no options, shares of preferred stock, restricted

stock units, stock appreciation rights, warrants, convertible securities, agreements, contracts or other rights in existence to purchase

or acquire from the Company any shares of the capital stock of the Company. The Company has an authorized and outstanding capitalization

as set forth in the Registration Statement and the Prospectus as of the dates set forth therein and the issued and outstanding securities

conform in all material respects to the descriptions thereof contained in the Registration Statement and the Prospectus.

(xii) The Company and

each of its Subsidiaries holds, and is operating in compliance with all grants, authorizations, licenses, permits, consents,

certificates and orders of any governmental or self-regulatory body required for the conduct of its respective businesses and all

such grants, authorizations, licenses, permits, consents, certifications and orders are valid and in full force and effect, except

for such noncompliance or failures to be in full force and effect that would not reasonably be expected to result in a Material

Adverse Effect; and neither the Company nor any of its Subsidiaries has received notice of any revocation or modification of any

such grant, authorization, license, permit, consent, certification or order or has reason to believe that any such grant,

authorization, license, permit, consent, certification or order will not be renewed in the ordinary course; and the Company and each

of its Subsidiaries is in compliance with all applicable federal, state, local and foreign laws, regulations, orders and decrees,

except for such noncompliance that would not reasonably be expected to result in a Material Adverse Effect. No approval,

authorization, consent or order of or filing with any foreign, federal, state or local governmental or regulatory commission, board,

body, authority or agency is required in connection with the issuance and sale of the Shares or the consummation by the Company of

the transactions contemplated hereby, other than (i) registration of the Shares under the Securities Act, (ii) any necessary

qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Agent,

(iii) the filing of any reports under the Exchange Act, (iv) such approvals as may be required by the Conduct Rules of the Financial

Industry Regulatory Authority, Inc. (“FINRA”), (v) the consent of The Nasdaq Stock Market LLC

(“Nasdaq”) in the event that Nasdaq raises an objection to the Listing of Additional Shares Notification

Form filed to facilitate the listing of the Shares on the Nasdaq Capital Market, (vi) filing with the China Securities Regulatory

Commission (the “CSRC”) mandated pursuant to the CSRC’s Overseas Listing Trial Measures and related

guidelines which became effective on March 31, 2023, if necessary, or (vii) such approvals as have been obtained or made as of the

Time of Sale.

(xiii) The Company

and each of its Subsidiaries has good and marketable title to all property (whether real or personal) described in the Registration

Statement and the Prospectus as being owned by it, in each case free and clear of all liens, claims, security interests, other

encumbrances or defects except such as are described in the Registration Statement and the Prospectus, except as would not

materially impair the use or value thereof. The property held under lease by the Company and each of its Subsidiaries is held by it

under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in

any material respect with the conduct of the business of the Company or such Subsidiary.

(xiv) The Company and each of its Subsidiaries owns,

possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their

respective businesses as now conducted or as described in the Registration Statement and the Prospectus to be conducted. Except as

would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by

the Company, except as otherwise disclosed to the Agent in writing by the Company prior to the date hereof; (B) to the knowledge of

the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there

is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the

Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts

which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the

Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company and each of the Subsidiaries,

has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company,

threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the

Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge

of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes,

misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor

any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the

Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure

agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any

restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with

the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its

Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and service

marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology,

know-how and other intellectual property.

(xv) Neither

the Company nor any of its Subsidiaries is (A) in violation of its certificate of incorporation, as amended, or similar organizational

documents, or (B) in breach of or otherwise in default, and no event has occurred which, with notice or lapse of time or both, would constitute

such a default in the performance of any material obligation, agreement or condition contained in any bond, debenture, note, indenture,

loan agreement, mortgage, deed of trust or any other material contract, lease or other instrument to which it is subject or by which any

of them may be bound, or to which any of the material property or assets of the Company or any of its Subsidiaries is subject (collectively,

the “Material Contracts”); or (C) in violation of any law or statute or any judgment, order, rule or regulation

of any court or arbitrator or governmental or regulatory authority, except in the case of (B) and (C) above, as could not, individually

or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(xvi) The

Company and each of the Subsidiaries has timely filed all applicable federal, state, local, foreign and other income and franchise tax

returns required to be filed, which are material and would have a Material Adverse Effect, and are not in default in the payment of any

taxes which were payable pursuant to said returns or any assessments with respect thereto, other than any which the Company or any of

its Subsidiaries is contesting in good faith. There is no pending dispute with any taxing authority relating to any of such returns, and

the Company has no knowledge of any proposed liability for any tax to be imposed upon the properties or assets of the Company or any of

its Subsidiaries for which there is not an adequate reserve reflected in the Company’s financial statements included in the Registration

Statement. There are no documentary, stamp or other issuance or transfer taxes or duties or similar fees or charges under U.S. federal

law or the laws of any U.S. state, required to be paid in connection with the execution and delivery of this Agreement or the issuance,

sale and delivery by the Company of the Shares.

(xvii) The Company

has not distributed and will not distribute any prospectus or other offering material in connection with the Offering other than the

Registration Statement and the Prospectus or other materials permitted by the Securities Act to be distributed by the Company;

provided, however, that the Company has not made and will not make any offer relating to the Shares that would constitute a

“free writing prospectus” as defined in Rule 405 under the Securities Act, except in accordance with the provisions of Section

3(o) of this Agreement.

(xviii) The

issuance and sale of the Shares as contemplated in this Agreement does not contravene the rules and regulations of Nasdaq. The Common

Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed on the Nasdaq Capital Market and the Company has taken

no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting

the Common Stock from the Nasdaq Capital Market nor has the Company received any notification that the Commission or Nasdaq is contemplating

terminating such registration or listing. The Company has complied in all material respects with the applicable requirements of Nasdaq

for maintenance of the listing of the Common Stock on the Nasdaq Capital Market. The Company will file a Listing of Additional Shares

Notification Form with Nasdaq with respect to the Shares as soon as practicable following the date of this Agreement.

(xix) Other

than with respect to the Subsidiaries, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term

debt securities of any other corporation or have any equity interest in any other corporation, partnership, joint venture, association,

trust or other entity.

(xx) The

Company and each of its Subsidiaries have established and maintain systems of internal accounting controls sufficient to provide reasonable

assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions

are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and

to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific

authorization; and

(D) amounts reflected on the Company’s

consolidated balance sheet for assets are compared with existing assets at reasonable intervals and appropriate action is taken with respect

to any differences. Since the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 with

the Commission, there has been (i) no material weakness identified to the Company’s board of directors (or committee thereof) in

the Company’s internal control over financial reporting (whether or not remediated) other than as described in Item 9A – Controls

and Procedures of such Annual Report, and (ii) no change in the Company’s internal control over financial reporting that has

materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(xxi) The

Company and each of the Subsidiaries: (A) is and at all times since January 1, 2026 has been in material compliance with all United States

(federal, state and local) and foreign statutes, rules, regulations, treaties, or guidance applicable to the Company or the Subsidiaries

(“Applicable Laws”); (B) since January 1, 2026 has not received any notice of adverse finding, warning letter,

untitled letter or other correspondence or notice from any Governmental Authority (as defined below) alleging or asserting noncompliance

with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto

required by any such Applicable Laws (“Authorizations”); (C) since January 1, 2026 has not received notice of

any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Authority

or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations and has no knowledge

that any such Governmental Authority or third party intends to assert any such claim, litigation, arbitration, action, suit, investigation

or proceeding; (D) since January 1, 2026 has not received notice that any Governmental Authority has taken, is taking or intends to take

action to limit, suspend, modify or revoke any Authorizations and the Company has no knowledge that any such Governmental Authority is

considering such action; and (E) has 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 correct in all material

respects on the date filed (or were corrected or supplemented by a subsequent submission). “Governmental Authority”

means any federal, provincial, state, local, foreign or other governmental or quasi-governmental agency or body or any other type of regulatory

authority or body, including, without limitation, Nasdaq. The aggregate of all pending legal or governmental proceedings to which the

Company or any Subsidiary is a party or of which any of their respective property or assets is the subject which are not described in

the Registration Statement and the Prospectus, including ordinary routine litigation incidental to the business, would not result in a

Material Adverse Effect.

(xxii) Other than

as contemplated by this Agreement, the Company has not incurred any liability for any finder’s or broker’s fee or agent’s

commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

The Company has not entered into any other sales agency agreements or other similar arrangements with any agent or any other representative

in respect of “at the market” offerings of the Shares in accordance with Rule 415 under the Securities Act.

(xxiii) The

Company and each of the Subsidiaries carries, or is covered by, insurance in such amounts and covering such risks the Company reasonably

believes are adequate for the conduct of its respective business and the value of its properties and as is customary for companies engaged

in similar businesses in similar industries; all policies of insurance insuring the Company, each of its Subsidiaries and their respective

businesses, assets, employees, officers and directors are in full force and effect; the Company and each of its Subsidiaries is in compliance

with the terms of such policies in all material respects; there are no claims by the Company or any of the Subsidiaries under any such

policy as to which any insurance company is denying liability or defending under a reservation of rights clause; neither the Company nor

any of the Subsidiaries has been refused any insurance coverage sought or applied for; and the Company has no 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 at a cost that would not have a Material Adverse Effect.

(xxiv) The

Company is not (and is not an affiliate of), and immediately after receipt of payment for the Shares, will not be (and will not be an

affiliate of), an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company currently

intends to conduct its business in a manner so that it will not become subject to registration under the Investment Company Act of 1940,

as amended.

(xxv) The

Incorporated Documents, at the time they were or hereinafter are filed with the Commission, conformed and will conform in all material

respects to the requirements of the Securities Act and the Exchange Act, and were filed on a timely basis with the Commission and no Incorporated

Document contained or will contain an untrue statement of a material fact or omitted to state a material fact necessary to make the statements

therein, in the light of the circumstances under which they were made, not misleading; provided, that, no representation is made herein

regarding the representations, warranties and covenants, or any descriptions thereof, contained in any agreements or documents included

as exhibits to the Incorporated Documents. There is no material document required to be described in the Registration Statement or the

Prospectus or to be filed as an exhibit to the Registration Statement which was not described or filed as required. All material agreements

of the Company and all agreements governing or evidencing any and all related party transactions have been filed with the Commission to

the extent required and applicable under the Exchange Act. Neither the Company nor any Subsidiaries has sent or received any communication

regarding termination of, or intent not to renew, any of the contracts or agreements referred to or described in the Registration Statement

and the Prospectus, or referred to or described in, or filed as an exhibit to, the Registration Statement or any Incorporated Document,

and no such termination or non-renewal has been threatened by the Company or any of its Subsidiaries or, to the Company’s knowledge,

any other party to any such contract or agreement. Any descriptions of the terms of any of the foregoing contracts and agreements that

are contained in the Registration Statement and the Prospectus are accurate and complete in all material respects.

(xxvi) The

Company is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act and the rules and regulations

of the Commission thereunder.

(xxvii) The

Company has established and maintains disclosure controls and procedures (within the meaning of Rule 13a-15(e) of the Exchange Act) and

such controls and procedures are designed to ensure that information required to be disclosed in the reports that the Company files or

submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms

of the Commission and that such information is accumulated and communicated to the Company’s management, including its Chief Executive

Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company has utilized

such controls and procedures in preparing and evaluating the disclosures in the Registration Statement and the Prospectus. As described

in Item 9A – Controls and Procedures of the Company’s Annual Report on Form 10-K for the fiscal year ended December

31, 2025, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that due to the existence of material

weaknesses in the Company’s internal controls over financial reporting, the Company’s disclosure controls and procedures were

not completely effective as of December 31, 2025, and a remediation plan is being implemented.

(xxviii) To

the knowledge of the Company, neither the Company, the Subsidiaries, nor any director, officer, agent, employee or affiliate of the Company

or any Subsidiary, has taken any action directly or indirectly, that would result in a violation by such persons of the FCPA (as defined

below), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance

of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization

of the giving of anything of value to any “Foreign official” (as such term is defined in the FCPA) or any foreign political

party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and the Company and each of its

Subsidiaries has conducted its business in compliance with the FCPA and has instituted and maintains policies and procedures designed

to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. “FCPA” means

the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

(xxix) The

Company and each of its Subsidiaries have complied in all material respects with the money laundering statutes of applicable jurisdictions,

the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by

applicable governmental agencies (collectively, the “Money Laundering Laws”), 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 of its Subsidiaries with

respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(xxx) Neither

the Company, any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, employee, representative, agent, or

affiliate of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets

Control of the U.S. Department of the Treasury.

(xxxi) No

transaction has occurred or agreement or understanding entered into between or among the Company or any of its Subsidiaries on the one

hand, and any officer, director or 5% or greater stockholder of the Company or any Subsidiary of the Company or any affiliate or affiliates

of any such officer, director or 5% or greater stockholder that is required to be described that is not so described in the Registration

Statement and the Prospectus. Neither the Company nor any of its Subsidiaries has, directly or indirectly, extended or maintained credit,

or arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any of its directors

or executive officers in violation of applicable laws, including Section 402 of the Sarbanes-Oxley Act.

(xxxii) (a) Neither

the Company nor any of its Subsidiaries is in violation of any applicable international, national, state or local convention, law,

regulation, order, governmental license, convention, treaty (including those promulgated by the International Maritime Organization)

or other requirement relating to pollution or protection of human health or safety (as they relate to exposure to Materials of

Environmental Concern (as defined below)) or protection of the environment (including, without limitation, ambient air, surface

water, groundwater, land surface or subsurface strata) or protection of natural resources, including without limitation,

conventions, laws or regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,

contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or other hydrocarbons (collectively,

“Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution,

use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively,

“Environmental Laws”), nor has the Company or any Subsidiary received any written communication, whether

from a Governmental Authority, citizens group, employee or otherwise, that alleges that the Company or any such Subsidiary is in

violation of any Environmental Law or governmental license required pursuant to Environmental Law; except, in each case, as would

not, individually or in the aggregate, have a Material Adverse Effect; (b) there is no claim, action or cause of action filed with a

court or Governmental Authority and no investigation, or other action with respect to which the Company or any Subsidiary has

received written notice alleging potential liability for investigatory costs, cleanup costs, governmental response costs, natural

resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting

from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or

operated by the Company or any Subsidiary, now or in the past, or from any vessel owned, leased or operated by the Company or any

Subsidiary, now or in the past (collectively, “Environmental Claim”), pending or, to the knowledge of the

Company, threatened against the Company or any Subsidiary or any person or entity whose liability for any Environmental Claim the

Company or any Subsidiary has retained or assumed either contractually or by operation of law, except as would not, individually or

in the aggregate, have a Material Adverse Effect; (c) to the knowledge of the Company, there are no past or present actions,

activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge,

presence or disposal of any Material of Environmental Concern, that reasonably would be expected to result in a violation of any

Environmental Law, require expenditures to be incurred pursuant to Environmental Law, or form the basis of an Environmental Claim

against the Company, any Subsidiary or against any person or entity whose liability for any Environmental Claim the Company or any

Subsidiary has retained or assumed either contractually or by operation of law, except as would not, individually or in the

aggregate, have a Material Adverse Effect (for the avoidance of doubt, the operation of vessels in the ordinary course of business

shall not be deemed, by itself, an action, activity, circumstance or condition set forth in this clause (c)); and (d) none of the

Company or any Subsidiary is subject to any pending proceeding under Environmental Law to which a Governmental Authority is a party

and which the Company reasonably believes is likely to result in monetary sanctions of US$100,000 or more. Any existing compliance

and remediation costs and liabilities arising under Environmental Laws and resulting from the business, operations or properties of

the Company or any Subsidiary would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No facts or circumstances have come to the Company’s attention that could result in costs or liabilities that could be

expected, individually or in the aggregate, to have a Material Adverse Effect.

(xxxiii) The Company

and each of the Subsidiaries (A) is in compliance, in all material respects, with applicable foreign, federal, state and local laws,

rules, regulations, statutes and codes promulgated by applicable governmental authorities (including pursuant to the Occupational

Health and Safety Act) relating to the protection of human health and safety in the workplace (“Occupational

Laws”); (B) has received all material permits, licenses or other approvals required of it under applicable

Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms

and conditions of such permit, license or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is

pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational

Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost

accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or

proceedings.

(xxxiv) No

material labor problem or dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company,

is threatened or imminent.

(xxxv) The

Company has not, and to its knowledge no one acting on its behalf has, (a) 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 Shares, (b) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Shares or (c) 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 (b) and (c), compensation paid to the Agent in connection with the sale of the Shares.

(xxxvi) Other

than the Agent, no person or entity has the right to act as a placement agent, underwriter or as a financial advisor in connection with

the sale of the Shares contemplated hereby, and the Company is not a party to any agreement with an agent or underwriter for any other

“at the market” offering or continuous equity transaction.

(xxxvii) There

is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off

balance sheet entity that is required to be disclosed by the Company in the Registration Statement or the Prospectus and is not so disclosed

or that otherwise could be reasonably likely to have a Material Adverse Effect.

(xxxviii) None

of the Company, its Subsidiaries, or any of their respective affiliates, nor any person or entity acting on their behalf (excluding the

Agent) 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 the transactions contemplated by this Agreement to require approval of stockholders of the Company under any applicable

stockholder approval provisions, including, without limitation, under the rules and regulations of Nasdaq. None of the Company, its Subsidiaries,

their affiliates nor any person or entity acting on their behalf will take any action or steps that would cause the offering of any of

the Shares to be integrated with other offerings of securities of the Company.

(xxxix) Any

statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that

the Company believes to be reliable and accurate and, to the extent required, the Company has obtained the written consent to the use

of such data from such sources.

(xl) The Registration

Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the Securities Act, and the Company

is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering of the Shares.

(xli) The Company and

its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business

combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s

certificate of incorporation, as amended, or the laws of the State of Delaware that is or could become applicable to the purchasers of

the Shares.

(xlii) Neither the

Company nor any Subsidiary or any of their respective properties or assets has any immunity from the jurisdiction of any court or from

any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under

the laws of the United States or any political subdivisions thereof.

(xliii) The Company is not a “foreign private issuer”

as defined in Rule 405 promulgated under the Securities

Act.

(xliv) The Company

did not qualify as a “passive foreign investment company” within the meaning of Section 1297 of the United States Internal

Revenue Code of 1986, as amended, for its most recently completed taxable year, if any.

(xlv) Each “forward-looking

statement” (within the meaning of Section 27A of the Securities Act or Section 21E of the Exchange Act) contained in the Registration

Statement and the Prospectus has been made or reaffirmed with a reasonable basis and has been disclosed in good faith.

(xlvi) The interactive

data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the

information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable

thereto.

(xlvii) At the time

the Registration Statement was or will be filed with the Commission, at the time the Registration Statement was or will be declared effective

by the Commission, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company

met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General

Instruction I.B.1. of Form S-3, if and for so long as applicable. As of the close of trading on the Nasdaq Capital Market on April 28,

2026, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405) of the Company held by

persons other than affiliates of the Company (pursuant to Rule 144 of the Securities Act, those that directly, or indirectly through one

or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate

Shares”), was approximately $166,708,418.28 (calculated by multiplying (a) the price at which the common equity of the

Company was last sold on the Exchange ($4.19) on January 30, 2026 by (b) the number of Non-Affiliate Shares (39,787,212) outstanding on

January 30, 2026).

(xlviii)

(i) Except as may be included or incorporated by reference in the Registration Statement and the Prospectus, (a) to the

Company’s knowledge, there has been no material security breach or other material compromise of or relating to any of the

Company’s information technology and computer systems, networks, hardware, software, data (including the data of their

respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or

technology (collectively, “IT Systems and Data”) and do not result in a legal or contractual

obligation of the Company to notify any other person about such occurrence; and (b) the Company has not been notified of, and has no

knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material

compromise to their IT Systems and Data; (ii) the Company is presently in compliance with all material applicable laws or statutes

and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and contractual

obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from

unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in

the aggregate, result in a Material Adverse Effect; and (iii) the Company has implemented backup and disaster recovery technology

consistent with industry standards and practices

(b) Any

certificate signed by any officer of the Company and delivered to the Agent or the Agent’s counsel shall be deemed a representation

and warranty by the Company to the Agent as to the matters covered thereby.

each Bringdown Date (as defined herein) and each Time of Sale, the Company shall be deemed to have affirmed each representation and warranty

contained in or made pursuant to this Agreement as of such date as though made at and as of such date (except that such representations

and warranties shall be deemed to relate to the Registration Statement and the Prospectus, as amended and supplemented, relating to such

Shares on such date).

2. Purchase,

Sale and Delivery of Shares.

(a) At the Market

Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the

term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent or any of

its sub-agent(s) or other designees, acting as sales agent, the Shares up to an aggregate offering price of US$300,000,000; provided,

however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar

amount of Common Stock registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number

of authorized but unissued Common Stock under the Company’s certificate of incorporation, as amended, (c) would cause the Company

or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form S-3 (including General Instruction

I.B.1 of Form S-3), (d) or dollar amount of Shares of Common Stock that exceeds the amount authorized from time to time to be issued and

sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive

committee, and notified to the Agent in writing, or (e) exceeds the number or dollar amount of Shares of Common Stock for which the Company

has filed the Prospectus or other prospectus supplement specifically relating to the offering of the Shares pursuant to this Agreement

(the lesser of (a), (b), (c), (d) and (e), the “Maximum Amount”)). Notwithstanding anything to the contrary

contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a) on the number and

aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall

have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent

with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement.

As used herein, the terms “business day” means any day (other than Saturday, Sunday or any federal holiday in

the United States) in which commercial banks in New York, New York are open for business.

(i) For

purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company for the purpose

of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable

efforts to sell the Shares on the terms and subject to the conditions stated herein.

(ii) Each time the Company

wishes to issue and sell the Shares hereunder (each, a “Transaction”), it will notify the Agent by

telephone (confirmed promptly by e-mail to the appropriate individual listed on Schedule D hereto, using a form substantially

similar to that set forth on Schedule C hereto (a “Transaction Notice”) as to the maximum number of

Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus

and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on

the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be

made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a

copy to each of the other individuals from the Company listed on such Schedule) and shall be addressed to each of the individuals

from the Agent set forth on Schedule D, as such Schedule B and Schedule D may be amended from time to time. The

Transaction Notice shall be effective upon receipt by the Agent unless and until (i) the Agent declines to accept for any reason, in

its sole discretion, (ii) the entire amount of the Shares have been sold, (iii) the Company suspends or terminates the Transaction

Notice in accordance with the notice requirements set forth in this Section 2, (iv) the Company issues a subsequent Transaction

Notice with parameters superseding those on the earlier dated Transaction Notice, or (v) this Agreement has been terminated under

the provisions of Section 7. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been

declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge

the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use

its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set

forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts

shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the

Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 4

of this Agreement. The gross sales price of the Shares sold under this Section 2(a) shall be equal to the market price for

the Common Stock sold by the Agent under this Section 2(a) on the Nasdaq Capital Market at the time of such sale. For the

purposes hereof, “Trading Day” means any day on which Common Stock are purchased and sold on the principal

market on which the Common Stock are listed or quoted.

(iii) The

Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by e-mail to the respective individuals

of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend

the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided

by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the

parties’ respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each

of the parties agrees that no such notice under this Section 2(a)(iii) shall be effective against the other unless it is made to

one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time.

(iv) The

Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent

will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than

a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable

law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase Shares

on a principal basis pursuant to this Agreement.

(v) The

Agent may sell Shares in privately negotiated transactions, provided that the Agent receives the Company’s prior written approval

for any sales in privately negotiated transactions and if so provided in the “Plan of Distribution” section of the Prospectus

Supplement or a supplement to the Prospectus Supplement or a new Prospectus Supplement disclosing the terms of such privately negotiated

transaction. The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a cash transaction fee equal

to three and half percent (3.5%) (the “Transaction Fee”) of the gross sales price of all of Shares sold pursuant

to this Section 2(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental

or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net

Proceeds”). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence

will be required.

(vi) The

Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading

on the Nasdaq Capital Market each day in which the Shares are sold under this Section 2(a) setting forth the number of the Shares

sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the

Agent with respect to such sales.

(vii) All Shares sold

pursuant to this Section 2(a) will be delivered by the Company to Agent for the accounts of the Agent on the first full

business day following the date on which such Shares are sold (T+1), or at such other time and date as Agent and the Company

determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a

“Settlement Date.” On each Settlement Date, the Shares sold through the Agent for settlement on such date

shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds from the sale of such Shares.

Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent (i) to the

Agent or its designee’s account (provided the Agent shall have given the Company written notice of such designee prior to the

Settlement Date) at The Depository Trust Company (“DTC”) or (ii) by such other means of delivery as may be

mutually agreed upon by the parties hereto, which in all cases (provided that such Shares were sold pursuant to the Registration

Statement) shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same day

funds delivered to an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its

obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent harmless against any

loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent any commission to which it

would otherwise be entitled absent such default against payment of the Net Proceeds therefor by wire transfer of same day funds

payable to the order of the Company at 9:00 a.m. New York City time.

(viii) Under

no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares,

the aggregate gross sales proceeds sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Shares under

this Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and

(C) the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly

authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Under no circumstances shall

the Company cause or request the offer or sale of any Shares at a price lower than the minimum price authorized from time to time by the

Company’s board of directors, duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent

in writing. Further, under no circumstances shall the aggregate offering amount of the Shares sold pursuant to this Agreement, including

any separate underwriting or similar agreement covering principal transactions, exceed the Maximum Amount.

(ix) Unless

the exceptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are satisfied with respect to the Shares,

the Company shall give the Agent at least one business day’s prior notice of its intent to sell any Shares in order to allow the

Agent time to comply with Regulation M.

(x) The

Company agrees that during the term of this Agreement, any offer to sell, any solicitation of an offer to buy, or any sales of Shares

in an “at the market offering” as defined in Rule 415 under the Securities Act, including pursuant to Section 3(o)

of this Agreement, shall only be effected by or through the Agent or any of its sub-agent(s) or other designees; provided, however, that

the foregoing limitation shall not apply to the exercise of any outstanding stock option or warrant described in the Registration Statement

and the Prospectus.

(b) Nothing

herein contained shall constitute the Agent as an unincorporated association or partner with the Company. Under no circumstances shall

any Shares be sold pursuant to this Agreement after the date which is three years after the Registration Statement is first declared effective

by the Commission.

any other provisions of this Agreement, the Company agrees that no sale of Shares shall take place, and the Company shall not request

the sale of any Shares, and the Agent shall not be obligated to sell, during any period in which the Company is, or could be deemed to

be, in possession of material non-public information or the Company’s insider trading policy would prohibit the purchase and sale

of the Company’s Common Stock by its officers and directors.

3. Covenants. The Company covenants and agrees with the Agent as follows:

(a) After the date

hereof and through any Prospectus Delivery Period, prior to amending or supplementing the Registration Statement (including any Rule

462(b) Registration Statement), Base Prospectus, Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus

related to this Agreement, the Company shall furnish to the Agent for review a copy of each such proposed amendment or supplement,

allow the Agent a reasonable amount of time to review and comment on such proposed amendment or supplement, and the Company shall

not file any such proposed amendment or supplement to which the Agent or counsel to the Agent reasonably object; provided, that the

foregoing shall not apply with regards to the filing by the Company of any Form 10-K, Form 10-Q or other Incorporated Document.

Subject to this Section 3(a), immediately following execution of this Agreement, the Company will prepare a prospectus

supplement describing the selling terms of the Shares hereunder, the plan of distribution thereof and such other information as may

be required by the Securities Act or the Rules and Regulations or as the Agent and the Company may deem appropriate, and if

requested by the Agent, a Permitted Free Writing Prospectus containing the selling terms of the Shares hereunder and such other

information as the Company and the Agent may deem appropriate, and will file or transmit for filing with the Commission, in

accordance with Rule 424(b) or Rule 433, as the case may be, copies of the Prospectus as supplemented and each such Permitted Free

Writing Prospectus.

(b) After

the date of this Agreement, the Company shall promptly advise the Agent in writing (i) of the receipt of any comments of, or requests

for additional or supplemental information from, the Commission or for any amendments or supplements to the Registration Statement, the

Base Prospectus, Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (excluding any Incorporated Documents),

(ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to

any Base Prospectus, Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (excluding any Incorporated Documents),

(iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (iv) of the issuance by

the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or

of any order preventing or suspending its use or the use of any Base Prospectus, Prospectus Supplement, the Prospectus or any Permitted

Free Writing Prospectus, or (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any

securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of

any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company or the Agent may

elect to terminate this Agreement. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430B and

430C, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under

Rule 424(b), Rule 433 or Rule 462 were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b)).

From the date hereof through the later of (A) the termination of this Agreement and (B) the end of any applicable Prospectus Delivery

Period, the Company will comply with all requirements imposed upon it by the Securities Act, as now and hereafter amended, and by the

Rules and Regulations, as from time to time in force, and by the Exchange Act so far as necessary to permit the continuance of sales of

or dealings in the Shares as contemplated by the provisions hereof, the Base Prospectus, Prospectus Supplement, the Prospectus and any

Permitted Free Writing Prospectus. If during any applicable Prospectus Delivery Period any event occurs as a result of which the Base

Prospectus, Prospectus Supplement, the Prospectus, or any Permitted Free Writing Prospectus would include 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 then existing, not misleading,

or if during any applicable Prospectus Delivery Period it is necessary or appropriate in the opinion of the Company or its counsel, or

in the reasonable opinion of the Agent or counsel to the Agent to amend the Registration Statement or supplement the Base Prospectus,

Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, to comply with the Securities Act or to file under the

Exchange Act any document which would be deemed to be incorporated by reference in the Prospectus in order to comply with the Securities

Act or the Exchange Act, the Company will promptly notify Agent (or the Agent will notify the Company, as applicable), and the Agent shall

suspend the offering and sale of any such Shares, and the Company will amend the Registration Statement or supplement the Base Prospectus,

Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus or file such document (at the expense of the Company) so

as to correct such statement or omission or effect such compliance within the time period prescribed by the Securities Act or the Exchange

Act.

(ii) In

case the Agent is required to deliver (whether physically or through compliance with Rule 172 under the Securities Act or any similar

rule), in connection with the sale of the Shares, a Prospectus after the nine-month period referred to in Section 10(a)(3) of the Securities

Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K

under the Securities Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the Registration

Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act

or Item 512(a) of Regulation S-K under the Securities Act, as the case may be. The Company shall cause each amendment or supplement to

any Base Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b)

of the Securities Act or, in the case of any document which would be deemed to be incorporated by reference therein, to be filed with

the Commission as required pursuant to the Exchange Act, within the time period prescribed. The Company shall promptly notify the Agent

if any Material Contract is terminated or if the other party thereto gives written notice of its intent to terminate any such Material

Contract.

(iii) If at any time

following issuance of a Permitted Free Writing Prospectus there occurs an event or development as a result of which such Permitted

Free Writing Prospectus would conflict with the information contained in the Registration Statement, the Base Prospectus, Prospectus

Supplement or the Prospectus, or would include an untrue statement of a material fact or omitted or would omit to state a material

fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not

misleading, the Company promptly will notify the Agent and will promptly amend or supplement, at its own expense, such Permitted

Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(d) The

Company shall use commercially reasonable efforts to take or cause to be taken all necessary action to qualify the Shares for sale under

the securities laws of such jurisdictions as Agent reasonably designates, if applicable, and to continue such qualifications in effect

so long as required for the distribution of the Shares, except that the Company shall not be required in connection therewith to qualify

as a foreign corporation or to execute a general consent to service of process in any state. The Company shall promptly advise the Agent

of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale

in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(e) The

Company will furnish to the Agent and counsel for the Agent, to the extent requested, copies of the Registration Statement, the Base Prospectus,

Prospectus Supplement, the Prospectus, any Permitted Free Writing Prospectus, and all amendments and supplements to such documents, in

each case as soon as available and in such quantities as the Agent may from time to time reasonably request.

(f) The

Company will make generally available to its security holders as soon as practicable an earnings statement (which need not be audited)

covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.

If the Company makes any public announcement or release disclosing its results of operations or financial condition for a completed quarterly

or annual fiscal period (each, an “Earnings Release”) and the Company has not yet filed an Annual Report on

Form 10-K or a Quarterly Report on Form 10-Q with respect to such information, as applicable, then, prior to any sale of Shares, the Company

shall be obligated to (x) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b), which prospectus

supplement shall include the applicable financial information or (y) file a Current Report on Form 8-K, which Current Report on Form 8-K

shall include the applicable financial information.

(g) The Company,

whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid

(i) all expenses (including stock or transfer taxes and stamp or similar duties allocated to the respective transferees) incurred in

connection with the registration, issue, sale and delivery of the Shares, (ii) all reasonable expenses and fees (including, without

limitation, fees and expenses of the Company’s accountants and counsel) in connection with the preparation, printing, filing,

delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and

exhibits thereto), the Base Prospectus, each Prospectus Supplement, Prospectus, any Permitted Free Writing Prospectus, and any

amendment thereof or supplement thereto, and the producing, word-processing, printing, delivery, and shipping of this Agreement and

other closing documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions) prepared by counsel,

if required, and including the cost to furnish copies of each thereof to the Agent, (iii) all filing fees, (iv) listing fees, if

any, (v) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in

connection with marketing of the Shares as agreed to by the Company, and (vi) all other costs and expenses of the Company incident

to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company shall reimburse

the Agent upon request for its costs and out-of-pocket expenses incurred in connection with this Agreement, including settlement and

DTC fees, and the fees and out-of-pocket expenses of its legal counsel, in an amount not to exceed (except in the case of legal fees

and disbursements as provided for below) US$125,000 in connection with the filing of the Registration Statement and Prospectus

Supplement for the Offering of the Shares. In addition, the Company shall reimburse the Agent upon request for such costs, fees and

expenses incurred in connection with this Agreement in an amount not to exceed US$5,000 on a quarterly basis thereafter. All such

reimbursements under this Agreement shall be paid in U.S. dollars.

(h) The

Company will apply the net proceeds from the sale of the Shares in the manner set forth under the caption “Use of Proceeds”

in the Base Prospectus, Prospectus Supplement, the Prospectus, and any Permitted Free Writing Prospectus.

(i) The Company will

not, without (i) giving the Agent at least five business days’ prior written notice specifying the nature of the proposed sale

and the date of such proposed sale and (ii) the Agent’s suspending activity under this Agreement for such period of time as

requested by the Company or as deemed appropriate by the Agent in light of the proposed sale, offer for sale, sell, contract to

sell, pledge, grant any option for the sale of, enter into any transaction which is designed to, or might reasonably be expected to,

result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by

the Company or any Subsidiary, or otherwise issue or dispose of, directly or indirectly (or publicly disclose the intention to make

any such offer, sale, pledge, grant, issuance or other disposition), of any Common Stock or any securities convertible into or

exchangeable for, or any options or rights to purchase or acquire, Common Stock, or permit the registration under the Securities Act

of any Common Stock, such securities, options or rights, except for (i) the registration of the Shares and the sales through the

Agent or any of its sub-agent(s) or other designees pursuant to this Agreement (ii) the registration of Common Stock issued or

issuable with respect to any currently outstanding stock options and warrants that are described in the Registration Statement and

the Prospectus and (iii) a registration statement on Form S-8 relating to employee benefit plans, or any reoffer prospectus filings

made with the Commission in connection therewith.

(j) The

Company shall not, at any time at or after the execution of this Agreement, offer or sell any Shares by means of any “prospectus”

(within the meaning of the Securities Act), or use any “prospectus” (within the meaning of the Securities Act) in connection

with the offer or sale of the Shares, in each case other than the Prospectus or any Permitted Free Writing Prospectus.

(k) Until

the termination of this Agreement, the Company will not take, directly or indirectly, any action designed to or that would constitute

or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation in violation

of the Securities Act, the Exchange Act or the rules and regulations thereunder of the price of any security of the Company to facilitate

the sale or resale of the Shares or otherwise violate any provision of Regulation M under the Exchange Act.

(l) The

Company will not incur any liability for any finder’s or broker’s fee or agent’s commission in connection with the execution

and delivery of this Agreement or the consummation of the transactions contemplated hereby or thereby, except as contemplated herein.

(m) During

any applicable Prospectus Delivery Period, the Company will file on a timely basis with the Commission such periodic and current reports

as required by the Rules and Regulations.

(n) The

Company has maintained and will maintain, such controls and other procedures, including without limitation those required by Sections

302 and 906 of the Sarbanes-Oxley Act and the applicable regulations thereunder, that are designed to ensure that information required

to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in the Commission’s rules and forms, including without limitation, controls and procedures designed

to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated

and communicated to the Company’s management, including its principal executive officer and its principal financial officer, or

persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure, to ensure that material

information relating to Company is made known to them by others within those entities.

(o) Each

of the Company and Agent represent and agree that, neither the Company nor the Agent has made or will make any offer relating to the Shares

that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would

otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with

the Commission other than a Permitted Free Writing Prospectus. The Company represents that it has treated or agrees that it will treat

each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and

will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing

where required, legending and record keeping.

(p) On each date when

the Company (A) amends or supplements (other than a supplement to a Prospectus filed pursuant to Rule 424(b) under the Securities

Act relating solely to the offering of securities other than the Shares) the Registration Statement or Prospectus by means of a

post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration

Statement or the Prospectus relating to the Shares, (B) files an Annual Report on Form 10-K under the Exchange Act (including any

Form 10-K/A containing amended material financial information or a material amendment to any previously filed Form 10-K) or (C)

files a Quarterly Report on Form 10-Q containing quarterly financial information that is incorporated by reference in the

Registration Statement and Prospectus (each of the dates in (A) through (C) are referred to herein as a “Bringdown

Date”), the Agent shall receive a favorable opinion of McLaughlin & Stern, LLP counsel for the Company, dated as

of a date within ten (10) days after the applicable Bringdown Date, addressed to the Agent and modified as necessary to relate to

the Registration Statement and the Prospectus, as amended and supplemented to the time of delivery of such opinion. With respect to

this Section 3(p), in lieu of delivering such opinion or letter for Bringdown Dates subsequent to initial Bringdown Date,

such counsel may furnish agent with a letter (a “Reliance Letter”) to the effect that Agent may rely upon

a prior opinion or letter delivered under this Section 3(p) to the same extent as if it were dated the date of such letter

(except that statement in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus, as amended

or supplemented as of the date of such Reliance Letter); provided, however, the requirement to provide an opinion and letter under

this Section 3(p) is hereby waived for any Bringdown Date occurring at a time at which no Transaction Notice is pending,

which waiver shall continue until the earlier to occur of the date the Company delivers a Transaction Notice hereunder and the next

occurring Bringdown Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bringdown

Date when the Company relied on such waiver and did not provide Agent with an opinion and letter under this Section 3(p),

then before the Company delivers the Transaction Notice or Agent sells any Shares, the Company shall cause McLaughlin & Stern,

LLP to furnish to the Agent a written opinion or Reliance Letter dated the date of the Transaction Notice.

(q) On

each date when the Company files an Annual Report on Form 10-K, the Company shall cause GGF CPA LTD or other independent accountants satisfactory

to the Agent, to deliver to the Agent (A) a letter, dated as of a date within ten (10) days after such date and addressed to Agent, in

form and substance satisfactory to Agent (the first such letter, the “Initial Comfort Letter”), confirming that

they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements

relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and stating the conclusions and findings

of said firm with respect to the financial information and other matters, and (B) a letter updating the Initial Comfort Letter with any

information that would have been included in the Initial Comfort Letter had it been given on such date and as modified as necessary to

relate to the date of such letter (each such letter, a “Bringdown Comfort Letter”); provided, however,

the requirement to provide a Bringdown Comfort Letter under this Section 3(q) is hereby waived for any Bringdown Date occurring

at a time at which no Transaction Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers

a Transaction Notice hereunder and the next occurring Bringdown Date. Notwithstanding the foregoing, if the Company subsequently decides

to sell Shares following a Bringdown Date when the Company relied on such waiver and did not provide Agent with a Bringdown Comfort Letter

under this Section 3(q), then before the Company delivers the Transaction Notice or Agent sells any Shares, the Company shall cause

GGF CPA LTD, or other independent accountants satisfactory to the Agent, to deliver to the Agent a Bringdown Comfort Letter dated the

date of the Transaction Notice.

(r) On

each Bringdown Date, the Company shall furnish to the Agent a certificate, dated as of a date within ten (10) days after the applicable

Bringdown Date and addressed to Agent, signed by the Chief Executive Officer of the Company and by the Chief Financial Officer of the

Company, to the effect that:

(i) The

representations and warranties of the Company in this Agreement are true and correct in all material respects as if made at and as of

the date of the certificate, and the Company has complied in all material respects with all the agreements and satisfied all the conditions

on its part to be performed or satisfied at or prior to the date of the certificate;

(ii) No

stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or the

qualification of the Shares for offering or sale or notice that would prevent use of the Registration Statement, nor suspending or preventing

the use of the Base Prospectus, Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, has been issued, and no

proceeding for that purpose has been instituted or, to the best of their knowledge, is contemplated by the Commission or any state or

regulatory body;

(iii) The

Shares to be sold on that date have been duly and validly authorized by the Company and all corporate action required to be taken for

the authorization, issuance and sale of the Shares on that date has been validly and sufficiently taken;

(iv) Subsequent

to the respective dates as of which information is given in the Base Prospectus, Prospectus Supplement, the Prospectus or any Permitted

Free Writing Prospectus, as amended and supplemented, and except for pending transactions disclosed therein, the Company has not incurred

any material liabilities or obligations, direct or contingent, or entered into any material transactions, not in the ordinary course

of business, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock, and there has

not been any change in the capital stock or any issuance of options, warrants, convertible securities or other rights to purchase the

capital stock (other than as a result of the exercise of any currently outstanding options or warrants that are disclosed in the Prospectus),

or any material change in the short-term or long-term debt, of the Company, or any Material Adverse Effect or any development that would

reasonably be likely to result in a Material Adverse Effect (whether or not arising in the ordinary course of business), or any material

loss by strike, fire, flood, earthquake, accident, epidemic, pandemic or other calamity, whether or not covered by insurance, incurred

by the Company; and

(v) Except

as stated in the Base Prospectus, Prospectus Supplement, the Prospectus, and any Permitted Free Writing Prospectus, as amended and supplemented,

there is not pending, or, to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding to which the Company

is a party before or by any court or governmental agency, authority or body, or any arbitrator, which would reasonably be likely to result

in any Material Adverse Effect; provided, however, the requirement to provide a certificate under this Section 3(r) is hereby waived

for any Bringdown Date occurring at a time at which no Transaction Notice is pending, which waiver shall continue until the earlier to

occur of the date the Company delivers a Transaction Notice hereunder and the next occurring Bringdown Date. Notwithstanding the foregoing,

if the Company subsequently decides to sell Shares following a Bringdown Date when the Company relied on such waiver and did not provide

Agent with a certificate under this Section 3(r), then before the Company delivers the Transaction Notice or Agent sells any Shares,

the Company shall provide Agent with a certificate dated the date of the Transaction Notice.

(s) On

each Bringdown Date, the Company shall furnish to the Agent a certificate from the Company’s Corporate Secretary, dated as of a

date within seven (7) days after the applicable Bringdown Date and addressed to Agent, certifying: (i) that each of the Certificate of

Incorporation and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the

Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) the good standing

of the Company; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached

to such certificate.

(t) On

the date Registration Statement is declared effective and each Bringdown Date, the Company shall furnish to the Agent a certificate from

the Company’s Chief Financial Officer, dated as of a date within seven (7) days after the applicable Bringdown Date and addressed

to Agent, with respect to certain financial information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus,

in form and substance reasonably satisfactory to the Agent.

(u) A

reasonable time prior to each Bringdown Date, the Company, if so requested by the Agent, shall conduct a due diligence session, in form

and substance, satisfactory to the Agent, which shall include representatives of the management and the accountants of the Company.

(v) The

Company shall disclose in its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q with quarterly financial information the

number of Shares sold through the Agent or any of its sub-agent(s) or other designees under this Agreement, the Net Proceeds to the Company

and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement.

(w) The

Company shall ensure that there are at all times sufficient Common Stock to provide for the issuance, free of any preemptive rights, out

of its authorized but unissued Common Stock, of the maximum aggregate number of Shares authorized for issuance by the Company’s

board of directors pursuant to the terms of this Agreement. The Company will use its reasonable best efforts to cause the Shares to be

listed on the Nasdaq Capital Market, and to maintain such listing. The Company shall cooperate with Agent and use its reasonable efforts

to permit Shares to be eligible for clearance and settlement through the facilities of DTC.

(x) At

any time during the term of this Agreement, the Company will advise the Agent promptly after it receives notice or obtains knowledge of

any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Agent pursuant

to Section 3 herein.

(y) Subject

to compliance with any applicable requirements of Regulation M under the Exchange Act and compliance with applicable securities laws,

the Company consents to the Agent trading in Common Stock for the Agent’s own account and for the account of its clients (in compliance

with all applicable laws) at the same time as sales of the Shares occur pursuant to this Agreement.

(z) If

to the knowledge of the Company, any condition set forth in Section 4 of this Agreement shall not have been satisfied on the applicable

Settlement Date or will not be satisfied on or prior to the date required by this Agreement, the Company will offer to any person who

has agreed to purchase the Shares on such Settlement Date from the Company as the result of an offer to purchase solicited by the Agent

the right to refuse to purchase and pay for such Shares.

(aa) Each issuance

of a Transaction Notice to purchase the Shares hereunder shall be deemed to be an affirmation to the Agent that the representations and

warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though

made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the Settlement

Date for the Shares relating to such acceptance, as though made at and as of such date (except that such representations and warranties

shall be deemed to relate to the Registration Statement and the Prospectus, as amended and supplemented relating to such Shares).

(bb) The Company shall

ensure that there are at all times sufficient Common Stock to provide for the issuance, free of any preemptive rights, out of its authorized

but unissued Common Stock or Common Stock held in treasury, of the maximum aggregate number of Shares authorized for issuance by the Company’s

board of directors pursuant to the terms of this Agreement.

(cc) During any period

when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement may be satisfied

pursuant to Rule 172, 173 or any similar rule) to be delivered under the Securities Act, the Company will file all documents required

to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and the regulations

thereunder.

(dd) The Company shall

cooperate with Agent and use its reasonable efforts to permit the Shares to be eligible for clearance and settlement through the facilities

of DTC.

(ee) To the extent

that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement, the Company shall file

a new registration statement with respect to any additional shares of Common Stock necessary to complete such sales of the Shares and

shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration

statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration

statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Base

Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated

therein by reference, included in any such registration statement at the time such registration statement became effective.

4. Conditions

of Agent’s Obligations. The obligations of the Agent hereunder are subject to (i) the accuracy of, as of the date hereof,

each Bringdown Date, and each Time of Sale (in each case, as if made at such date), and compliance with, all representations, warranties

and agreements of the Company contained herein, (ii) the performance by the Company of its obligations hereunder and (iii) the following

additional conditions:

(a) If the filing of

the Prospectus, or any amendment or supplement thereto, or any Permitted Free Writing Prospectus, is required under the Securities

Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Permitted

Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8)

or Rule 164(b)); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration

Statement or any part thereof, any Rule 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the

use of the Base Prospectus, Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall have been issued;

no proceedings for the issuance of such an order shall have been initiated or threatened; and any request of the Commission for

additional information (to be included in the Registration Statement, the Base Prospectus, Prospectus Supplement, the Prospectus,

any Permitted Free Writing Prospectus or otherwise) shall have been complied with to the Agent’s satisfaction.

(b) The

Agent shall not have advised the Company that the Registration Statement, the Base Prospectus, Prospectus Supplement, the Prospectus,

or any amendment or supplement thereto, or any Permitted Free Writing Prospectus, contains an untrue statement of fact which, in the Agent’s

opinion, is material, or omits to state a fact which, in the Agent’s opinion, is material and is required to be stated therein or

is necessary to make the statements therein (i) with respect to the Registration Statement, not misleading and (ii) with respect to the

Base Prospectus, Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, in light of the circumstances under which

they were made, not misleading.

as set forth or contemplated in the Base Prospectus, Prospectus Supplement, the Prospectus and any Permitted Free Writing Prospectus,

subsequent to the respective dates as of which information is given therein, the Company shall not have incurred any material liabilities

or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution

of any kind with respect to its capital stock and there shall not have been any change in the capital stock, or any issuance of options,

warrants, convertible securities or other rights to purchase the capital stock (other than as a result of the exercise of any currently

outstanding stock options or warrants that are disclosed in the Prospectus), or any material change in the short-term or long-term debt,

of the Company, or any Material Adverse Effect or any development that would be reasonably likely to result in a Material Adverse Effect

(whether or not arising in the ordinary course of business), or any material loss by strike, fire, flood, earthquake, epidemic, pandemic,

accident or other calamity, whether or not covered by insurance, incurred by the Company, the effect of which, in any such case described

above, in the Agent’s judgment, makes it impractical or inadvisable to offer or deliver the Shares.

(d)

The Company shall have performed each of its obligations under Section 3(p).

(e)

The Company shall have performed each of its obligations under Section 3(q).

(f)

The Company shall have performed each of its obligations under Sections 3(r), (s), (t) and (u).

(g) FINRA

shall not have raised any objection to the fairness and reasonableness of the terms and arrangements under this Agreement.

(h) All

filings with the Commission required by Rule 424 under the Securities Act to have been filed by the Settlement Date shall have been made

within the applicable time period prescribed for such filing by Rule 424.

(i) The

Company shall have furnished to Agent and the Agent’s counsel such additional documents, certificates and evidence as they may have

reasonably requested.

(j) Trading

in the Common Stock shall not have been suspended on the Nasdaq Capital Market. The Shares shall have been listed and authorized for trading

on the Nasdaq Capital Market prior to the first Settlement Date, and satisfactory evidence of such actions shall have been provided to

the Agent and its counsel, which may include oral confirmation from a representative of Nasdaq.

(k) The

Company shall have in place a directors and officers insurance policy, in form and substance reasonably satisfactory to Agent.

All such opinions,

certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in

form and substance to Agent and the Agent’s counsel. The Company will furnish Agent with such conformed copies of such opinions,

certificates, letters and other documents as Agent shall reasonably request.

5. Indemnification

and Contribution.

(a) (i)

The Company agrees to indemnify and hold harmless the Agent and each of the other Indemnified Parties (as defined below) from and against,

and pay on demand for, any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and

disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs,

expenses and disbursements in giving testimony or furnishing documents in response to subpoena or otherwise (including, without limitation,

the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursuing or defending any such action, suit,

proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”),

directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with this Agreement, including, without limitation,

any act or omission by the Agent in connection with its acceptance of or the performance or non-performance of its obligations under the

Agreement, any and all Losses as incurred arising out of or based upon any untrue statement of a material fact contained in the Registration

Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or

necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material

fact included in any related Permitted Free Writing Prospectus, the Base Prospectus, any Prospectus Supplement and the Prospectus (or

any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were made, not misleading, any breach by the Company of any representation,

warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any

agency agreement), or the enforcement by the Agent of its rights under the Agreement or these indemnification provisions, except to the

extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have

resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder.

The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise)

to the Company for or in connection with this Agreement for any other reason, except to the extent that any such liability is found in

a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such

Indemnified Party’s gross negligence or willful misconduct This indemnity agreement will be in addition to any liability that the

Company otherwise might have.

(ii) These

indemnification provisions shall extend to the following persons (collectively, the “Indemnified Parties”):

the Agent, its present and former affiliates, managers, members, officers, employees, legal counsel, agents and controlling persons (within

the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), each of the Agent’s sub-agents and other designees

utilized by the Agent in connection with this Offering, and the officers, directors, partners, stockholders, members, managers, employees,

legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability which

the Company may otherwise have to any Indemnified Party.

(iii) If

any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall

notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the

Company shall not relieve the Company from its obligations hereunder except to the extent that the Company is actually and materially

prejudiced by such failure to notify. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and

the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with

its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for

any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without

the prior written consent of the Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in

respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant

to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any

factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism,

expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party.

(iv) In order to

provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but

it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may

not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company

shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received

by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and

(ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion

as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified

Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant

equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any

person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received)

by the Company and its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable

or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the

amount of fees actually received by the Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in

no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by the Agent pursuant

to the Agreement.

(b) (i)

The Agent will indemnify and hold harmless the Company and its affiliates and directors and each officer of the Company who signed the

Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section

20 of the Exchange Act (the “Company Indemnified Parties”) from and against any Losses to which the Company

or the Company Indemnified Parties may become subject, under the Securities Act or otherwise (including in settlement of any litigation,

if such settlement is effected with the written consent of the Agent), insofar as such losses, claims, damages or liabilities (or actions

in respect thereof) arise out of or are based upon an untrue statement or omission or alleged untrue statement or omission of a material

fact contained in the Registration Statement, any Base Prospectus, Prospectus Supplement, the Prospectus, or any amendment or supplement

thereto or any Permitted Free Writing Prospectus, but only and solely to the extent that such untrue statement or alleged untrue statement

or omission or alleged omission was made in the Registration Statement, any Base Prospectus, Prospectus Supplement, the Prospectus, or

any amendment or supplement thereto, or any Permitted Free Writing Prospectus in reliance upon and in conformity with written information

furnished to the Company by Agent expressly for use in the preparation thereof, it being understood and agreed that the only information

furnished by the Agent consists of the information described as such in Section 5(b)(ii) hereof, by the Company in connection with

investigating or defending against any such loss, claim, damage, liability or action.

(ii) The Agent confirms

and the Company acknowledges that as of the date hereof no information has been furnished in writing to the Company by or on behalf of

the Agent specifically for inclusion in the Registration Statement, any Base Prospectus, Prospectus Supplement, the Prospectus or any

Permitted Free Writing Prospectus.

indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under

subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party

as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above, (i) in such proportion as is

appropriate to reflect the relative benefits received by the Company on the one hand and the Agent on the other from the Offering or

(ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to

reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand

and the Agent on the other in connection with the statements or omissions that resulted in such losses, claims, damages or

liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand

and the Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the Offering (before

deducting expenses) received by the Company and the total commissions received by the Agent from the sale of the Shares. The

relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material

fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Agent and

the parties’ relevant intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or

omission. The Company and the Agent agree that it would not be just and equitable if contributions pursuant to this subsection (c)

were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable

considerations referred to in the first sentence of this subsection (c). The amount paid by an indemnified party as a result of the

losses, claims, damages or liabilities referred to in the first sentence of this subsection (c) shall be deemed to include any legal

or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or

claim which is the subject of this subsection (c). Notwithstanding the provisions of this subsection (c), the Agent shall not be

required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and

distributed to the public were offered to the public exceeds the amount of any damages that the Agent has otherwise been required to

pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who

was not guilty of such fraudulent misrepresentation.

(d) Neither

termination of this Agreement nor completion of the Offering shall affect these indemnification provisions, which shall remain operative

and in full force and effect. The indemnification provisions shall be binding upon the Company and the Agent and their respective successors

and assigns and shall inure to the benefit of the Indemnified Parties and the Company Indemnified Parties and their respective successors,

assigns, heirs and personal representatives.

6. Representations

and Agreements to Survive Delivery. All representations and warranties of the Company herein or in certificates delivered pursuant

hereto, and agreements of the Agent and the Company herein, including but not limited to the agreements of the Agent and the Company contained

in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of

the Agent or any controlling person thereof, or the Company or any of its officers, directors, or controlling persons, and shall survive

delivery of, and payment for, the Shares to and by the Agent hereunder.

7. Termination

of this Agreement.

(a) The

Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating

to the solicitation of offers to purchase the Shares in its sole discretion at any time upon three (3) days’ prior written notice.

Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the

Agent or any of its sub-agent(s) or other designees for the Company, then Sections 3(g), 3(o) and 3(y) shall remain

in full force and effect, (ii) with respect to any pending sale, through the Agent or any of its sub-agent(s) or other designees for the

Company, the obligations of the Company with respect to such pending sale of Shares, including in respect of compensation of the Agent,

shall remain in full force and effect notwithstanding such termination and (iii) the provisions of Section 2(a)(vi), Section

3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding

such termination.

(b) The

Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating

to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability

of any party to any other party except that (i) the provisions of the last three sentences Section 3(g) and the entirety of Section

3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination

and (ii) the provisions of Section 3(g) other than the last three sentences thereof shall remain in full force and effect only

if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to

cure any default within a reasonable period of time.

Agreement shall remain in full force and effect for twelve (12) months from the date hereof, by and between the Company and the Agent,

unless terminated pursuant to Sections 7(a) or (b) above or otherwise by mutual agreement of the parties; provided that

any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 3(o), Section

5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale

of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.

(d) Any

termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall

not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If

such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions

of Section 2(a) of this Agreement.

8. Default by

the Company. If the Company shall fail at any Settlement Date to sell and deliver the number of Shares which it is obligated

to sell hereunder, then the Company shall have five (5) business days to cure such default and deliver such Shares. No action taken

pursuant to this Section 8 shall relieve the Company from liability, if any, in respect of such default, and the Company

shall (A) hold the Agent or any of its sub-agent(s) or other designees harmless against any loss, claim or damage arising from or as

a result of such default by the Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such

default.

Notices. Except as otherwise provided

herein, all communications under this Agreement shall be in writing and, if to the Agent, shall be mailed, delivered or sent by facsimile

or email transmission Univest Securities, LLC, 75 Rockefeller Plaza, Suite 25A, New York, NY, 10019, Attention: Edric Guo (email: yguo@univest.us

) or at such other address and/or contact information which may be furnished by Univest Securities, LLC to the Company expressly for

such purpose. Notices to the Company shall be given to it at 11 Town Square Place, Suite #1203, Jersey City, NJ 07310, Attention: Xiaojian

Wang, Chief Executive Officer, President and Chairman of the Board of Directors (email: awang@gdculturegroup.com) , with a required

copy (which shall not constitute notice) to McLaughlin & Stern, LLP,260 Madison Ave., 18th Floor, New York, NY 10016，Attn:

Zhaocong “Richard” Xu, (fax: (212) 448-0066 email: RXu@mclaughlinstern.com).

9. Any

party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address

for such purpose.

10. Persons

Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their

respective successors and assigns and the controlling persons, officers and directors referred to in Section 5. Nothing in this Agreement

is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in

respect of this Agreement or any provision herein contained. The term “successors and assigns” as herein used shall not include

any purchaser, as such purchaser, of any of the Shares from the Agent.

11. Absence

of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Agent has been retained solely to act as an sales

agent and/or principal in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company

and the Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent

has advised or are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were

established by the Company following discussions and arms-length negotiations with the Agent and the Company is capable of evaluating

and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c)

it has been advised that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ

from those of the Company and that the Agent has no obligation to disclose such interest and transactions to the Company by virtue of

any fiduciary, advisory or agency relationship;

(d) it has been advised that the Agent

is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the

Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Agent for breach of fiduciary duty

or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Agent shall

have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the

Company, including stockholders, employees or creditors of the Company.

12. Governing

Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including Section

5-1401 of the General Obligations Law of the State of New York, but otherwise without regard to conflict of laws rules that would apply

the laws of any other jurisdiction.

13. Counterparts.

This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall

each be deemed to be an original and all such counterparts shall together constitute one and the same instrument. In the event that any

signature is delivered by facsimile transmission or a .pdf or other electronic format file, such signature shall create a valid and binding

obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile

or .pdf or other electronic signature page were an original thereof.

14. Adjustments

for Stock Splits. The parties hereto acknowledge and agree that all share-related numbers contained in this Agreement shall be

adjusted to take into account any stock split, stock dividend or similar event effected by the Company with respect to the Shares.

15. Entire

Agreement; Amendment; Severability; Headings. This Agreement (including all schedules and exhibits attached hereto and

transaction notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous

agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this

Agreement nor any term hereof may be waived or amended except pursuant to a written instrument executed by the Company and the

Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held

invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and

effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein

shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent

that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of

the parties as reflected in this Agreement. The section headings used in this Agreement are for convenience only and shall not

affect the construction hereof.

16. Waiver

of Jury Trial. Each of the Company and the Agent hereby waives any right it may have to a trial by jury in respect of any claim

based upon or arising out of this Agreement or the transactions contemplated hereby.

17. Submission

to Jurisdiction. The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States federal

court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement,

the Prospectus, the Registration Statement, or the offering of the Shares. The Company irrevocably waives, to the fullest extent permitted

by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such

a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the

extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of

any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted

by law, such immunity in respect of any such suit, action or proceeding including without limitation, any immunity pursuant to the U.S.

Foreign Sovereign Immunities Act of 1976, as amended. Each of the Agent and the Company further agrees to accept and acknowledge service

of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York

County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company

mailed by certified mail or delivered by Federal Express via overnight delivery to the Company’s address shall be deemed in every

respect effective service of process upon the Company in any such suit, action or proceeding, and service of process upon the Agent mailed

by certified mail or delivered by Federal Express via overnight delivery to the Agent’s address shall be deemed in every respect

effective service of process upon such Agent in any such suit, action or proceeding.

[Signature Page Follows]

If the foregoing is

in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this At-The-Market

Issuance Sales Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent

in accordance with its terms.

Very truly yours,

GD CULTURE GROUP LIMITED

By:

/s/ Xiaojian Wang

Name:

Xiaojian Wang

Title:

Chief Executive Officer

Confirmed as of the date first above mentioned.

UNIVEST SECURITIES, LLC, as Agent

By:

/s/ Edric Guo

Name:

Edric Guo

Title:

Chief Executive Officer

[Signature Page to GDC At-The-Market Issuance

Sales Agreement]

Schedule A

Permitted Free Writing Prospectus

Not applicable.

Schedule B

Individuals Permitted to Authorize Sales

of Shares

GD Culture Group Limited:

●

Xiaojian Wang, Chief Executive Officer

Schedule C

Form of Transaction Notice

From:

GD Culture Group Limited

To:

Univest Securities, LLC

Subject:

Transaction Notice

Date:

[●], 202[_]

Ladies and Gentlemen:

Pursuant to the terms

and subject to the conditions contained in the At-The-Market Issuance Sales Agreement between GD Culture Group Limited (the “Company”),

and Univest Securities, LLC (“Agent”), dated April 28, 2026, the Company hereby requests that the Agent sell

up to [•] of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $[•] per share, during

the time period beginning [month, day, time] and ending [month, day, time].

Schedule D

Individual to Which Notice Can Be Given

Univest Securities, LLC:

●

Edric Guo

Office: 75 Rockefeller Plaza, Suite 25A, New York, NY, 10019

Email: yguo@univest.us

EX-99.1 — PRESS RELEASE - GD CULTURE GROUP LIMITED PROVIDES BUSINESS PROGRESS ON AI INTERACTIVE NOVEL PLATFORM - FATO NOW AVAILABLE ON APPLE APP STORE, DATED APRIL 29, 2026

EX-99.1

Filename: ea028817801ex99-1.htm · Sequence: 4

Exhibit 99.1

GD Culture Group Limited Provides Business Progress

on AI Interactive Novel Platform - Fato Now Available on Apple App Store

NEW YORK, April 29, 2026 (GLOBE NEWSWIRE) -- GD Culture

Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), together with its subsidiary, AI Catalysis Corp. (“AI

Catalysis”), today provided an update on its AI interactive novel platform initiative. Since announcing the platform concept and

inviting global creators to join its founding community in August 2025, the Company has made meaningful advances in both product development

and community building. As a key milestone, the Company’s AI interactive novel app, Fato: Interactive Novel (“Fato”),

is now publicly available for download on the Apple App Store for iPhone and iPad users worldwide.

Fato enables readers to move beyond passive consumption

by shaping narratives through their own choices, engaging in immersive, chat-like conversations with characters, and personalizing story

worlds by adjusting backgrounds, settings, and plotlines. It is a choice-driven interactive mystery where every decision shapes the storyline

and determines each character’s fate, delivering a dark, suspenseful narrative experience built around reader agency.

The app’s core design centers on branching story

paths shaped by the reader’s own decisions, with multiple outcomes and story routes emerging from each choice made. The narrative

is crafted to immerse players in a world full of secrets and moral dilemmas, where no two playthroughs are alike. The experience is further

elevated by a fully realized visual novel format, and players can save and continue their progress at any time, making it accessible for

both extended sessions and quick moments of engagement.

Fato is now available for free download on the Apple

App Store for iPhone and iPad. Users can access the app at: https://apps.apple.com/ca/app/fato-interactive-novel/id6761399590.

Mr. Xiaojian Wang, Chairman and Chief Executive Officer

of the Company, commented, “The launch of Fato on the Apple App Store is a proud and defining moment for GDC and AI Catalysis. We

are committed to bringing our AI immersive reading platform to life, and today that vision becomes reality. Fato represents the convergence

of AI technology and the art of storytelling. We are excited to place this experience in the hands of readers worldwide and to continue

building a vibrant community of creators who share our vision for the future of interactive narrative.”

About GD Culture Group Limited

GD Culture Group Limited (the “Company”) (Nasdaq: GDC) is a

Nevada company currently conducting business mainly through its subsidiaries, AI Catalysis Corp. (“AI Catalysis”). The Company

is currently undergoing a strategic transition toward leveraging its artificial intelligence and virtual content generation technologies

to enter the interactive reading and narrative entertainment market. The Company’s main businesses include AI-driven digital human

technology. For more information, please visit the Company's website at https://www.gdculturegroup.com/.

Forward-Looking Statements

This announcement contains forward-looking statements

within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements

of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks

and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes

may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking

statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”

“estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”

“is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements

to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the

Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations

will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.

For additional risks and uncertainties that could impact GDC’s forward-looking statements, please see disclosures contained in GDC’s

public filings with the SEC, including the "Risk Factors" in GDC’s Annual Report on Form 10-K filed with the SEC on March

27, 2026 and subsequent Quarterly Reports on Form 10-Q that the Company has filed with the SEC on April 10, 2026, or may file with the

SEC, which may be viewed at www.sec.gov.

For more information, please contact:

GD Culture Group Limited

Investor Relations Department

Email: ir@gdculturegroup.com

Ascent Investor Relations LLC

Tina Xiao

Phone: +1-646-932-7242

Email: investors@ascent-ir.com

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