Form 8-K

8-K — CHINA PHARMA HOLDINGS, INC.

Accession: 0001213900-26-080475

Filed: 2026-07-22

Period: 2026-07-22

CIK: 0001106644

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0298921-8k_china.htm (Primary)

EX-5.1 — OPINION OF FLANGAS LAW GROUP (ea029892101ex5-1.htm)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT (ea029892101ex10-1.htm)

EX-10.2 — FORM OF PLACEMENT AGENCY AGREEMENT (ea029892101ex10-2.htm)

EX-99.1 — PRESS RELEASE DATED AS OF JULY 22, 2026 (ea029892101ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0298921-8k_china.htm · Sequence: 1

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0001106644

2026-07-22

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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):

July 22, 2026

CHINA PHARMA HOLDINGS, INC.

(Exact name of Registrant as specified in charter)

Nevada

001-34471

73-1564807

(State or other jurisdiction

(Commission File No.)

(IRS Employer

of Incorporation)

Identification No.)

Second Floor, No. 17, Jinpan Road

Haikou, Hainan Province, China 570216

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: +86 898-6681-1730 (China)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

☐

Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-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

CPHI

NYSE American

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 July 22, 2026 (the “Signing Date”),

China Pharma Holdings Inc. (the “Company”) entered into certain securities purchase agreement (the “Purchase

Agreement”) with a certain institutional accredited investor (the “Investor”), pursuant to which the Company

agreed to issue and the Investor agreed to purchase, in a registered direct offering, an aggregate of 2,500,000 shares (the “Shares”)

of common stock of the Company, par value $0.001 per share (the “Common Stock”) at a purchase price of $2.00 per share

for aggregate gross proceeds to the Company of $5,000,000, before deducting fees to the placement agent and other estimated offering expenses

payable by the Company. The closing is expected to occur on or around July 23, 2026 (the “Closing Date”).

Pursuant to the terms of the Purchase Agreement, the

Company and the Buyers have agreed that (i) from the Signing Date until the date that is the three (3) months anniversary of the Closing

Date, the Investor shall have the right to participate in up to an amount equal to 40% of the subsequent financings. upon any issuance

by the Company or any its subsidiaries, on the same terms, conditions and price provided for any such subsequent financings; (ii) subject

to certain exceptions, the Company will not, from the Signing Date until the ninety-first (91st) calendar days anniversary

of the Closing Date, enter into any agreement to issue or announce the issuance or disposition or proposed issuance or disposition of

any securities (each, a “Subsequent Placement”); (iii) from the Signing Date until the ninety-first (91st) calendar

days anniversary of the Closing Date, the Company will not enter into an agreement to effect a “Variable Rate Transaction,”

as that term is defined in the Purchase Agreement.

FT Global Capital, Inc. (“FT Global”)

acted as the exclusive placement agent in connection with this offering pursuant to the terms of a placement agency agreement, dated as

of July 22, 2026, between the Company and FT Global (the “Placement Agency Agreement”). Pursuant to the Placement Agency Agreement,

the Company agreed to pay FT Global a cash fee equal to 7.0% of the aggregate proceeds (the “Commission”) received

by the Company from the sale of its securities pursuant to this Purchase Agreement. FT Global is also entitled to the same Commission

for any financings consummated within the 18-month period following the termination or expiration of the Placement Agency Agreement to

the extent that such financing is provided to the Company by investors that FT Global had contacted on behalf of the Company.

The Shares are being offered by the Company pursuant

to an effective shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission on January

14, 2024 and was declared effective on February 14, 2024 (File No. 333-276481).

The foregoing description of the Purchase Agreement,

and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of

such agreements, copies of which are attached hereto as Exhibits 10.1, and 10.2, respectively, and are incorporated herein by reference.

Readers should review such agreements for a complete understanding of the terms and conditions associated with these transactions.

Item 8.01 Other Events

On July 22, 2026, the Company issued a press release

announcing the offering, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Exhibit Title or Description

5.1

Opinion of Flangas Law Group

10.1

Form of Securities Purchase Agreement

10.2

Form of Placement Agency Agreement

23.1

Consent of Flangas Law Group (included in Exhibit 5.1)

99.1

Press Release dated as of July 22, 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.

Dated: July 22, 2026

CHINA PHARMA HOLDINGS, INC.

By:

/s/ Zhilin Li

Name:

Zhilin Li

Title:

President and Chief Executive Officer

EX-5.1 — OPINION OF FLANGAS LAW GROUP

EX-5.1

Filename: ea029892101ex5-1.htm · Sequence: 2

Exhibit 5.1

FLG Flangas

Law Group

Writer’s email: kps@fdlawlv.com

July 22, 2026

Board of Directors

China Pharma Holdings, Inc.

Second Floor, No. 17, Jinpan Road

Haikou, Hainan Province, China 570216

Re:

China Pharma Holdings, Inc.

Registered Direct Oﬀering

Ladies and Gentlemen:

We have acted as special Nevada

counsel to China Pharma Holdings, Inc., a Nevada corporation, (the “Company”), in connection with the issuance of up

to 2,500,000 shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common

Stock”) The Shares are being issued in a registered direct oﬀering and are being registered pursuant to a registration

statement on Form S-3 (File No. 333-276481) (the “Registration Statement”) filed on January 12, 2024 by the Company

with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities

Act”), which was declared effective by the Commission on February 14, 2024, a prospectus included in the Registration Statement

at the time it originally became effective (the “Prospectus”). The Shares are being issued pursuant to a securities

purchase agreement, dated July 22, 2026, by and between the Company and the purchasers named on the signature pages therein (the “Purchase

Agreement”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the

Securities Act.

In rendering this opinion,

we have examined such matters of fact as we have deemed necessary in order to render the opinions set forth herein.

We render this opinion only

with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the

existing laws of the state of Nevada. We express no opinion with respect to any other laws or with respect to the “blue sky”

securities laws of any state.

our examination of documents for purposes of this opinion, we have relied on the accuracy of representations to us by officers of the

Company with respect to all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents

of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As

to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain

officers of the Company.

3275 South Jones Blvd., Suite 105 | Las Vegas, Nevada 89146 | Phone:

(702) 307-9500 | Fax: (702) 382-9452

July 22, 2026

Page 2 of 2

For purposes of the opinion

expressed below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be

available for issuance when the Securities are issued.

Based

upon the foregoing and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion

that:

1. The Company is a corporation validly existing and in good standing under the laws of the state of Nevada.

2. The Shares, when sold and issued against payment therefor in accordance with the terms of the Purchase

Agreement and as described in the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

This opinion is given as of

the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter

come to our attention or any changes in laws which may hereafter occur. This opinion is strictly limited to the matters stated herein

and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein.

We hereby consent to the filing

of this opinion with the Commission and the use of our name in the section entitled “Legal Matters” in the Prospectus.

In giving this consent, we do not thereby concede that we come within the categories of persons whose consent is required by the Securities

Act or the General Rules and Regulations promulgated thereunder.

Very truly yours,

DRAFT

FLANGAS LAW GROUP

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT

EX-10.1

Filename: ea029892101ex10-1.htm · Sequence: 3

Exhibit 10.1

Execution Copy

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of July 22, 2026 between China Pharma Holdings, Inc.,

a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including

its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities

Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each

Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this

Agreement.

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt

and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE

DEFINITIONS

1.1

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms

have the meanings set forth in this Section 1.1:

“Acquiring

Person” shall have the meaning ascribed to such term in Section 4.5.

“Action”

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

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally

open for use by customers on such day.

“Closing”

means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

“Closing

Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s

obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the first (1st) Trading

Day following the date hereof.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company

Counsel” means Pryor Cashman LLP, with offices located at 7 Times Square, New York, NY 10036.

“Disclosure

Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

“Disclosure

Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and

before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the

date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight

(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date

hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

“Evaluation

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

“Exchange

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

“Exempt

Issuance” means the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the

Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of

Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to

the Company; provided, that any issuance of securities to consultants pursuant to this clause (a) shall be issued as “restricted

securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement

in connection therewith during the prohibition period in Section 4.12(a) herein; (b) securities upon the exercise or exchange of or conversion

of any Securities issued hereunder, and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock

issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement

to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other

than in connection with stock splits or combinations) or to extend the term of such securities; and (c) securities issued pursuant to

acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities

are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the

filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and provided that

any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating

company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional

benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily

for the purpose of raising capital or to an entity whose primary business is investing in securities.

“FCPA”

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

“GAAP”

shall have the meaning ascribed to such term in Section 3.1(h).

“Indebtedness”

shall have the meaning ascribed to such term in Section 3.1(aa).

“Intellectual

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

“Lock-Up

Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors, officers,

and 10% stockholders of the Company, in the form of Exhibit B attached hereto.

“Liens”

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Material

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

“Material

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

“Participation

Maximum” shall have the meaning ascribed to such term in Section 4.11(a).

“Per

Share Purchase Price” equals $2.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

and other similar transactions of the Common Stock that occur after the date of this Agreement.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Placement

Agent” means FT Global Capital, Inc.

“Pre-Notice”

shall have the meaning ascribed to such term in Section 4.11(b).

“Pro

Rata Portion” shall have the meaning ascribed to such term in Section 4.11(e).

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“Prospectus”

means the final prospectus filed for the Registration Statement.

“Prospectus

Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the

Commission and delivered by the Company to each Purchaser at the Closing.

“Purchaser

Party” shall have the meaning ascribed to such term in Section 4.8.

“Registration

Statement” means the effective registration statement with the Commission on Form S-3 (File No. 333-276481), as amended, including

all information, documents and exhibits filed with or incorporated by reference into such registration statement, which registers the

sale of the Securities and includes any Rule 462(b) Registration Statement.

“Required

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

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Rule

424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Rule

462(b) Registration Statement” means any registration statement prepared by the Company registering additional Securities,

which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated

by the Commission pursuant to the Securities Act.

“SEC

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

“Securities”

means the Shares.

“Securities

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

“Shares”

means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be

deemed to include locating and/or borrowing shares of Common Stock).

“Subscription

Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such

Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States

dollars and in immediately available funds.

“Subsequent

Financing” shall have the meaning ascribed to such term in Section 4.11(a).

“Subsequent

Financing Notice” shall have the meaning ascribed to such term in Section 4.11(b).

“Subsidiary”

means any subsidiary of the Company as set forth on Schedule 3.1(a), and shall, where applicable, also include any direct or indirect

subsidiary of the Company formed or acquired after the date hereof.

“Trading

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

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, and the New York

Stock Exchange (or any successors to any of the foregoing).

“Transaction

Documents” means this Agreements, the Lock-Up Agreement, all exhibits and schedules thereto and hereto and any other documents

or agreements executed in connection with the transactions contemplated hereunder.

“Transfer

Agent” means Equiniti Trust Company (f/k/a Corporate Stock Transfer), the current transfer agent of the Company, with

a mailing address of 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120 and an email address of jeff.carlson@equiniti.com,

and any successor transfer agent of the Company.

“Variable

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

ARTICLE

II.

PURCHASE AND SALE

2.1 Closing.

On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery

of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase

(and hereby subscribe for), up to an aggregate of $5,000,000 of Shares. On the Closing Date, (i) each Purchaser shall pay its respective

Subscription Amount to the Company as set forth on the signature page hereto executed by such Purchaser for the Shares to be issued and

sold to such Purchaser at Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire

instructions set forth in Section 2.2(iii), and (ii) the Company shall (A) cause the Transfer Agent via The Depository Trust Company

Deposit or Withdrawal at Custodian system (“DWAC”) to deliver Shares equal to such Purchaser’s Subscription Amount

divided by the Per Share Purchase Price, and (B) deliver to each such Purchaser the other items set forth in Section 2.2 deliverable

at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices

of Placement Agent counsel or such other location as the parties shall mutually agree.

2.2 Deliveries.

(a) On

or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) this

Agreement duly executed by the Company;

(ii) a

legal opinion of Company Counsel, to the Placement Agent and the Purchasers addressed to the Placement Agent and the Purchasers;

(iii) the

Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief

Executive Officer or Chief Financial Officer;

(iv) a

copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository

Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription

Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;

(v) on

the date hereof, the duly executed Lock-Up Agreements;

(vi) the

Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); and

(vii) the

wire instructions for the Company relating to the transactions contemplate by this Agreement on the letterhead of the Company.

(b) On

or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

(i) this

Agreement duly executed by such Purchaser; and

(ii) such

Purchaser’s Subscription Amount.

2.3 Closing

Conditions.

(a) The

obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,

in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific

date therein in which case they shall be accurate as of such date);

(ii) all

obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;

and

(iii) the

delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b) The

respective obligations of each Purchaser hereunder in connection with the Closing are subject to the following conditions being met:

(i) the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,

in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of

a specific date therein in which case they shall be accurate as of such date);

(ii) all

obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii) the

delivery by the Company of the items set forth in Section 2.2(a) of this Agreement (an the update of the register of shareholders (being

prime facie evidence of legal title) to reflect the issuance of the Securities);

(iv) the

Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have

delivered to such Purchaser the Prospectus and the Prospectus Supplement as required thereunder;

(v) there

shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

(vi) from

the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s

principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall

not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such

service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities

nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such

magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of

such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

ARTICLE

III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations

and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part

hereof and shall qualify any representation made herein to the extent of the disclosure contained in the corresponding section of the

Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:

(a) Subsidiaries. Each

of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively,

the “Subsidiaries”) has been identified on Schedule 3.1(a) hereto. Each of the Subsidiaries has been duly incorporated,

is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power

and authority to own its property and to conduct its business as described in the Prospectus, the Prospectus Supplement, and SEC Reports;

all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by

the Company, are fully paid and non-assessable and, are free and clear of all liens, encumbrances, equities or claims. None of the outstanding

issued shares or share capital or equity interest in any Subsidiary was issued in violation of pre-emptive or similar rights of any security

holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries comply with the requirements

of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries,

the Company has no direct or indirect Subsidiaries.

(b) Organization

and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing

and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority

to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary

is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational

or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign

corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification

necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected

to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material

adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the

Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect

on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”)

and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail

such power and authority or qualification.

Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated

by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The

execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the

transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further

action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other

than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or

upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will

constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as

limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,

injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable

law.

(d) No

Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which

it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby

do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles

of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that

with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or

assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,

acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument

(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by

which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict

with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or

governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),

or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and

(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings,

Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,

or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in

connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required

pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to

each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, (iv) approval

of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings

as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

(f) Issuance

of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable

Transaction Documents and when the register of shareholders (being prime facie evidence of legal title) is updated to reflect the issuance

of the Securities, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became

effective on February 14, 2024 (the “Effective Date”), including the Prospectus, and such amendments and supplements

thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and

no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus

has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened

by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission

pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement

and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to

the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any

material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments

or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed

and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement

of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form

S-3. The Company is eligible to use Form S-3 under the Securities Act as of the date hereof.

(g) Capitalization.

The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall

also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof.

The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than (i) pursuant

to the exercise of employee stock options under the Company’s stock option plansdisclosed in the SEC Reports, (ii) pursuant to

the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans disclosed in the SEC

Reports, and (iii) pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently

filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or

any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and

sale of the Securities and set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe

to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable

or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any

Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to

issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the

Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than

the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts

the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any

Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar

provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may

become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom

stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are

duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws,

and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.

No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the

Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital

stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

The shareholders set forth on Schedule 3.1(g)(A) (the “Restricted Holders”) hold approximately 70% of the Common Stock

of the Company (the “Restricted Holder Stock”), which are either (i) restricted securities that are not eligible to

be resold freely pursuant to any applicable exemption from registration under the Securities Act until after February 1, 2026 or (ii)

shall be subject to a Lock-Up Agreement. The Company shall not register for resale (or permit the removal of legends with respect

to) any of the Restricted Holder Stock until after the 91st calendar day anniversary of the Closing Date.

(h) SEC

Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be

filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two

years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the

foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and

the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received

a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their

respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act,

as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material

fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements

of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and

regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in

accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),

except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements

may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and

its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,

subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i) Material

Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within

the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or

that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent

or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice

and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings

made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend

or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any

shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant

to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment

of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no

event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with

respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition

that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed

made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

(j) Litigation.

Except as set forth on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigation pending

or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties

before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)

(collectively, an “Action”). None of the Actions set forth on Schedule 3.1(j), (i) adversely affects or challenges

the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable

decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director

or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities

laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated

or threatened, any investigation by the Commission involving the Company or any current or former director or officer of the Company.

The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company

or any Subsidiary under the Exchange Act or the Securities Act.

(k) Labor

Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,

which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees

is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company

nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their

relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,

is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary

information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third

party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability

with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local

and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,

except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect.

(l) Compliance.

Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived

that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or

any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement

or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default

or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority

or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation

all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality

and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material

Adverse Effect.

(m) Environmental

Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution

or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata),

including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or

hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to

the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as

all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,

permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have

received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;

and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and

(iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n) Regulatory

Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,

state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except

where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or

modification of any Material Permit.

(o) Title

to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good

and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in

each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially

interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment

of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of

which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries

are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

(p) Intellectual

Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,

service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights

necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to

so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither

the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,

terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.

Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC

Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the

rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the

Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the

Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality

and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

(q) Insurance.

The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in

such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not

limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any

Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires

or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(r) Transactions

With Affiliates and Employees. None of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company,

none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other

than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing

of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending

of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any

entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder,

member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered,

(ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements

under any stock option plan of the Company.

(s) Sarbanes-Oxley;

Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the

Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated

by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain

a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance

with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with

management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets

at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established

disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and

designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it

files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s

rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of

the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act

(such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange

Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations

as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as

such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely

to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(t) Certain

Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions are or will

be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker,

bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation

with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this

Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(u) Investment

Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be

or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The

Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration

under the Investment Company Act of 1940, as amended.

(v) Registration

Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any

securities of the Company or any Subsidiary.

(w) Listing

and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company

has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common

Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.

The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is

or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such

Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance

with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer through the Depository

Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company

(or such other established clearing corporation) in connection with such electronic transfer.

(x) Application

of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable

any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar

anti-takeover provision under the Company’s articles of incorporation (or similar charter documents) or the laws of its state of

incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations

or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance

of the Securities and the Purchasers’ ownership of the Securities.

(y) Disclosure.

Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms

that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information

that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus

Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions

in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company

and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this

Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary

in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The press

releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any

untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the

statements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges

and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby

other than those specifically set forth in Section 3.2 hereof.

(z) No

Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither

the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or

sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities

to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market

on which any of the securities of the Company are listed or designated.

(aa) Solvency.

Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company

of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount

that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent

liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as

now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of

the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the

current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after

taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when

such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature

(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any

facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization

laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding

secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For

the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess

of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other

contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s

consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection

or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due

under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to

any Indebtedness.

(bb) Tax

Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material

Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all

foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid

all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,

reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for

periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount

claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis

for any such claim.

(cc) Foreign

Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other

person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions,

gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to

foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds,

(iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of

which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.

(dd) Accountants.

The Company’s accounting firm is set forth on Schedule 3.1(dd) of the Disclosure Schedules. To the knowledge and belief

of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) expressed its

opinion with respect to the financial statements included in the Company’s Annual Report for the fiscal year ended December 31,

2025.

(ee)

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers

is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated

thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar

capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or

any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby

is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s

decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the

transactions contemplated hereby by the Company and its representatives.

(ff) Acknowledgment

Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere

herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.14 hereof), it is understood and acknowledged by the Company

that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling,

long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to

hold the Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including,

without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement

transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties

in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short”

position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s

length counter-party in any “derivative” transaction. The Company acknowledges that such aforementioned hedging activities

do not constitute a breach of any of the Transaction Documents.

(gg) Regulation

M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,

any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any

of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities

of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement

of the Securities.

(hh) Cybersecurity.

(i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information

technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers,

vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”)

and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably

be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are

presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator

or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems

and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as

would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented

and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous

operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and

disaster recovery technology consistent with industry standards and practices.

(ii) [Intentionally

Omitted]

(jj) Stock

Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance

with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the

Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the

Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company

policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the

release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or

prospects.

(kk) Office

of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent,

employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign

Assets Control of the U.S. Treasury Department (“OFAC”).

(ll) U.S.

Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning

of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

(mm) Bank

Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of

1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal

Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent

(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank

or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or

Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and

to regulation by the Federal Reserve.

(nn) Money

Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable

financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable

money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),

and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

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

3.2 Representations

and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the

date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate

as of such date):

(a) Organization;

Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing

under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company

or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise

to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such

Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,

limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a

party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute

the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited

by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,

injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable

law.

(b) Understandings

or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement

or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty

not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with

applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is an “accredited investor”

as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act.

(d) Experience

of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience

in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,

and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the

Securities and, at the present time, is able to afford a complete loss of such investment.

(e) Access

to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits

and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary

of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities

and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results

of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity

to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary

to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the

Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the

Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes

any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public

information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance

of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary

to such Purchaser.

(f) Certain

Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has

any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or

sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first

received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the definitive pricing

terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,

in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of

such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers

managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion

of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other

than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers,

directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of

all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding

the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions,

with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

The

Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s

right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties

contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement

or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained

herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order

to effect Short Sales or similar transactions in the future.

ARTICLE

IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 [Intentionally

Omitted]

4.2 Furnishing

of Information. Until the earliest of the time that no Purchaser owns Securities, the Company covenants to timely file (or obtain

extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the

date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

4.3 Integration.

The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in

Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations

of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder

approval is obtained before the closing of such subsequent transaction.

4.4 Securities

Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of

the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto,

with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents

to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the

Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without

limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition, effective

upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations

under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,

employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Purchasers or any

of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that

each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and each

Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and

neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior

consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect

to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required

by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.

Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser

in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except

(a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to

the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with

prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure.

4.5 Shareholder

Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser

is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution

under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser

could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents

or under any other agreement between the Company and the Purchasers.

4.6 Non-Public

Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,

which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on its

behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes

constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such

information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each

Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,

any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public

information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall

not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees,

Affiliates or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of

their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade

on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent

that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the

Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant

to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant

in effecting transactions in securities of the Company.

4.7 Use

of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall

not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the

ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents,

4.8 Indemnification

of Purchasers. The Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees

and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such

title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section

20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with

a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling

persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies,

damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and

costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations,

warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted

against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is

not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such

action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction

Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser

Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute

fraud, gross negligence or willful misconduct. If any action shall be brought against any Purchaser Party in respect of which indemnity

may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and, the Company shall have

the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser

Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses

of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically

authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ

counsel or (iii) in such action there is, in the reasonable opinion of counsel a material conflict on any material issue between the

position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees

and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y)

for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld

or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s

breach of any of the representations made by a Purchaser Party in this Agreement or the other Transaction Documents. The indemnification

required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,

as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action

or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

4.9 [Intentionally

Omitted]

4.10 Listing

of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading

Market on which it is currently listed, and prior to, or concurrently with, the Closing, the Company shall apply to list or quote all

of the Shares on such Trading Market and promptly secure the listing of all of the Shares on such Trading Market. The Company further

agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application

all of the Shares, and will take such other action as is necessary to cause all of the Shares to be listed or quoted on such other Trading

Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its

Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under

the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer

through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of

fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

4.11 Participation

in Future Financing.

(a) From

the date hereof until the date that is the three (3) month anniversary of the Closing Date, upon any issuance by the Company or any of

its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a

“Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing

equal to 40% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided

for in the Subsequent Financing.

(b) Between

the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading

Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing

is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York

City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior

to the Trading Day of the expected announcement of the Subsequent Financing), the Company shall deliver to each Purchaser a written notice

of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice

shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder

and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and

transaction documents relating thereto as an attachment.

Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 6:30 am (New York City time)

on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (the “Notice Termination

Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation,

and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth

in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such

Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.

(d) If,

by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to

cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company

may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing

Notice.

(e) If,

by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more

than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as

defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount

of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription

Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.

(f) The

Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation

set forth above in this Section 4.11, if the definitive agreement related to the initial Subsequent Financing Notice is not entered into

for any reason on the terms set forth in such Subsequent Financing Notice within two (2) Trading Days after the date of delivery of the

initial Subsequent Financing Notice.

(g) The

Company and each Purchaser agree that, if any Purchaser elects to participate in the Subsequent Financing, the transaction documents

related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude

one or more of the Purchasers from participating in a Subsequent Financing, including, but not limited to, provisions whereby such Purchaser

shall be required to agree to any restrictions on trading as to any the securities of the Company or be required to consent to any amendment

to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written

consent of such Purchaser. In addition, the Company and each Purchaser agree that, in connection with a Subsequent Financing, the transaction

documents related to the Subsequent Financing shall include a requirement for the Company to issue a widely disseminated press release

by 9:30 am (New York City time) on the Trading Day of execution of the transaction documents in such Subsequent Financing (or, if the

date of execution is not a Trading Day, on the immediately following Trading Day) that discloses the material terms of the transactions

contemplated by the transaction documents in such Subsequent Financing.

(h) Notwithstanding

anything to the contrary in this Section 4.11 and unless otherwise agreed to by such Purchaser, the Company shall either confirm in writing

to such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention

to issue the securities in the Subsequent Financing, in either case in such a manner such that such Purchaser will not be in possession

of any material, non-public information, by 9:30 am (New York City time) on the second (2nd) Trading Day following date of delivery of

the Subsequent Financing Notice. If by 9:30 am (New York City time) on such second (2nd) Trading Day, no public disclosure regarding

a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has

been received by such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall not be deemed to be

in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.

(i) Notwithstanding

anything to the contrary pursuant to a Purchaser’s (and its Affiliates) rights to its Participation Maximum pursuant to this Section

4.11, if the number of shares of Common Stock issuable to a Purchaser (and its Affiliates) pursuant to any proposed Subsequent Financing,

when aggregated with all other shares of Common Stock beneficially owned by such Purchaser (and its Affiliates) at such time of such

Subsequent Financing, would result in such Purchaser (and its Affiliates) beneficially owning (as determined in accordance with Section

13(d) of the Exchange Act) in excess of 4.99% (or 9.99% at the election of the Purchaser) of the then issued and outstanding Common Stock

outstanding at the closing of the Subsequent Financing (the “ROP Beneficial Ownership Maximum”), then in lieu of receiving

shares of Common Stock in a Subsequent Financing that would result in such Purchaser (and its Affiliates) exceeding the ROP Beneficial

Ownership Maximum, such Purchaser (and its Affiliates) shall receive Common Stock Equivalents (such as pre-funded Common Stock purchase

warrants) with a beneficial ownership blocker in form and substance satisfactory to such Purchaser, in its sole discretion, in order

for such Purchaser (and its Affiliates) to maintain a beneficial ownership at or below the ROP Beneficial Ownership Maximum.

(j) Notwithstanding

the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance.

4.12 Subsequent

Equity Sales.

(a) From

the date hereof until the ninety-first (91st) calendar day anniversary of the Closing Date, neither the Company nor any Subsidiary shall

(i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock

Equivalents (each, a “Subsequent Placement”) or (ii) file any registration statement or any amendment or supplement

thereto, other than the Prospectus Supplement and/or S-8 registration statement.

(b) From

the date hereof until the ninety-first (91st) calendar day anniversary of the Closing Date, the Company shall be prohibited from effecting

or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents

(or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction

in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or

include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other

price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the

initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset

at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events

directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction

under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined

price. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall

be in addition to any right to collect damages.

the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be

an Exempt Issuance.

4.13 Equal

Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any

Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is

also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right

granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers

as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition

or voting of Securities or otherwise.

4.14 Certain

Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it

nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short

Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time

that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described

in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions

contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4,

such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure

Schedules. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly

acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting

transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly

announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from

effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that

the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section

4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company,

any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates, or agent, including, without limitation,

the Placement Agent, after the issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing,

in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of

such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers

managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of

assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

4.15 [Intentionally

Omitted]

4.16 Capital

Changes. Until the 91st calendar day anniversary of the Closing Date, the Company shall not undertake a reverse or forward stock

split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the

Shares.

4.16

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities

may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions.

The Company further acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation

to issue the Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim,

delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless

of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

4.17 Lock-Up

Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except to extend

the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If any party

to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek specific

performance of the terms of such Lock-Up Agreement.

ARTICLE

MISCELLANEOUS

5.1 Termination.

This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever

on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been

consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such

termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2 Fees

and Expenses. At the Closing, the Company has agreed to reimburse Kelley Drye & Warren LLP the non-accountable sum of $50,000

for its legal fees and expenses and Ellenoff Grossman & Schole LLP the non-accountable sum of $10,000 for its legal fees and expenses.

Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers,

counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,

execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation,

any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser),

stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers. In addition to the

Transaction Expenses, the Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees,

transfer agent fees, Depositary Fees, DTC fees or broker’s commissions (other than for Persons engaged by any Purchaser) relating

to or arising out of the transactions contemplated hereby (including, without limitation, (x) any fees or commissions payable to the

Placement Agent, who is the Company’s sole placement agent in connection with the transactions contemplated by this Agreement and

(y) any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by

a Purchaser), and any stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

The Company shall pay, and hold each Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable

attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise

set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities

to the Purchasers.

5.3 Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement,

contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements

and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,

exhibits and schedules.

5.4 Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall

be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email

attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on

a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email attachment

at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New

York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally

recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address

for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided

pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries,

the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

5.5 Amendments;

Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in

the case of an amendment, by the Company and Purchasers which purchased (a) if on or prior to the Closing Date, 100% or (b) if after

the Closing Date, at least 50.1%, as applicable, in interest of the Shares based on the initial Subscription Amounts hereunder (or, prior

to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party against whom enforcement of any such waived

provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or

group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver

of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in

the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay

or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment

or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable

rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment

effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.

5.6 Headings.

The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any

of the provisions hereof.

5.7 Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser

(other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns

or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities,

by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8 No

Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of the

Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit

of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof

be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.

5.9 Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed

by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,

directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts

sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts

sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with

any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),

and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the

jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party

hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing

a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect

for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice

thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the

obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing

party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution

of such Action or Proceeding. The choice of laws of the State of New York as the governing law of this Agreement will be honored by competent

courts in the People’s Republic of China and Nevada, subject to compliance with relevant People’s Republic of China and Nevada

civil procedural and other requirements. None of the Company nor any of its properties, assets or revenues has any right of immunity

under the People’s Republic of China, Nevada or New York law, from any legal action, suit or proceeding, from the giving of any

relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of the People’s Republic

of China, Nevada, New York or United States federal court, from service of process, attachment upon or prior to judgment, or attachment

in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or

for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under or arising

out of or in connection with this Agreement; and, to the extent that the Company, or any of its properties, assets or revenues may have

or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the

Company hereby waives such right to the extent permitted by law and hereby consents to such relief and enforcement as provided in this

Agreement and the other Transaction Documents.

5.10 Survival.

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

5.11 Execution.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf”

format data file or other electronic medium recognized as an electronic signature under applicable law, such signature shall create a

valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as

if such “.pdf” signature page or other electronic signature were an original thereof.

5.12 Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or

unenforceable.

5.13 Rescission

and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any

of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document

and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind

or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in

whole or in part without prejudice to its future actions and rights.

5.14 Replacement

of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall

issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of

and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company

of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable

third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15 Remedies.

In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers

and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may

not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and

hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law

would be adequate.

5.16 Payment

Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a

Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or

any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or

are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

5.17 Independent

Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several

and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance

of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,

and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,

a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group

with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently

protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction

Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.

Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The

Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not

because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained

in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company

and the Purchasers collectively and not between and among the Purchasers.

5.18 Liquidated

Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents

is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have

been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts

are due and payable shall have been canceled.

5.19 Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.20 Construction.

The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents

and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall

not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to

share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,

stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.21 Sales

During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of

this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement

Period”), such Purchaser sells to any Person all, or any portion, of any Shares to be issued hereunder to such Purchaser at

the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any

additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall

be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall

not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company's receipt of the purchase price of such Pre-Settlement

Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation

or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any Shares to any Person

and that any such decision to sell any Shares by such Purchaser shall be made, in the sole discretion of such Purchaser, at the time

such Purchaser elects to effect any such sale, if any.

5.22 WAIVER

OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES

EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY

AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature

Pages Follow)

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

CHINA PHARMA HOLDINGS, INC.

Address for Notice:

By:

Name:

E-Mail:

Title:

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

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE

PAGE FOR PURCHASER FOLLOWS]

[PURCHASER

SIGNATURE PAGES TO CHINA PHARMA HOLDINGS, INC. SECURITIES PURCHASE AGREEMENT]

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

Name

of Purchaser: ________________________________________________________

Signature

of Authorized Signatory of Purchaser: _________________________________

Name

of Authorized Signatory: _______________________________________________

Title

of Authorized Signatory: ________________________________________________

Address of Authorized Signatory: _________________________________________

Address

for Notice to Purchaser:

Address

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

Subscription

Amount: $_________________

_________________

EIN

Number: _______________________

☐

Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed

to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of

the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded,

(ii) the Closing shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing

contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the

above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition

and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement,

instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.

EX-10.2 — FORM OF PLACEMENT AGENCY AGREEMENT

EX-10.2

Filename: ea029892101ex10-2.htm · Sequence: 4

Exhibit 10.2

PLACEMENT AGENCY AGREEMENT

FT Global Capital, Inc.

1688 Meridian Avenue, Suite

700

Miami Beach, FL 33139

July 22, 2026

Ladies and Gentlemen:

This letter (this “Agreement”)

constitutes the agreement between China Pharma Holdings Inc. (the “Company”) and FT Global Capital, Inc. (“FT

Global” or the “Placement Agent”) pursuant to which FT Global shall serve as the exclusive placement agent

for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and sale (the “Offering”)

by the Company of its Securities (as defined Section 3 of this Agreement) (the “Services”). The Company expressly acknowledges

and agrees that FT Global’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution

of this Agreement does not constitute a commitment by FT Global to purchase the Securities and does not ensure the successful placement

of the Securities or any portion thereof or the success of FT Global with respect to securing any other financing on behalf of the Company.

1. Appointment of FT Global as Exclusive Placement Agent.

On the basis of the representations,

warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the

Company hereby appoints the Placement Agent as its exclusive placement agent in connection with a distribution of its Shares (as defined

below) and Warrants (as defined below) to be offered and sold by the Company pursuant to a registration statement (the “Registration

Statement”) filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-3 (File No. 333-276481),

and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent

will solicit offers for the purchase of or attempt to place all or part of the Securities of the Company in the proposed Offering. Until

the final closing or upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written

consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Placement

Agent will use its reasonable “best efforts” to solicit offers to purchase the Securities from the Company on the terms, and

subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use commercially reasonable efforts

to assist the Company in obtaining performance by each Purchaser (as defined below) whose offer to purchase Securities has been solicited

by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the

identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason.

The Company acknowledges that under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for

its own account and, in soliciting purchases of the Securities, the Placement Agent shall act solely as an agent of the Company. The Services

provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Following the

prior written consent of the Company, the Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers

on its behalf in connection with the Offering.

The Placement Agent will solicit

offers for the purchase of the Securities in the Offering at such times and in such amounts as the Placement Agent deems advisable. The

Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. The Company

and Placement Agent shall negotiate the timing and terms of the Offering and acknowledge that the Offering and the provision of the Services

related to the Offering are subject to market conditions and the receipt of all required related clearances and approvals.

2. Fees; Expenses; Other Arrangements.

A. Placement

Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in

immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”)

equal to a percentage of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing of the Offering

(the “Closing” and the date on which the Closing occurs, the “Closing Date”), which percentage shall

be equal to seven percent (7.0%) of the total amount of capital received by the Company from the sale of its Securities during the Term.

The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set

forth herein to be paid by the Company to the Placement Agent.

B. Offering

Expenses. The Company will be responsible for and will pay all expenses relating to the Offering, including, without limitation, (a)

all filing fees and expenses relating to the registration of the Securities with the Commission; (b) all FINRA filing fees; (c) all fees

and expenses relating to the listing of the Shares on the Nasdaq Capital Market (the “Exchange”); (d) the costs of

all mailing and printing of the documents related to the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer

of Securities from the Company to Investors; (f) the fees and expenses of the Company’s accountants; (g) non-accountable expense

allowance in the amount not to exceed $55,000, and (f) legal fees of FT Global’s counsel actually incurred not to exceed $45,000.

The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth

herein to be paid by the Company to the Placement Agent.

C. Tail

Financing. The Placement Agent shall be entitled to a Placement Agent Fee calculated in the manner provided in Section 1(A), with

respect to any public or private offering of securities or other financing or capital-raising transaction of any kind (the “Tail

Financing”) to the extent that such Tail Financing is provided, directly or indirectly, to the Company or its affiliates by

any persons or entities (including any entities under common management or having a common investment advisor) that the Placement Agent

has contacted on behalf of the Company regarding a potential Placement with the Company during the Term of this Agreement or persons or

entities that the Placement Agent had “wall-crossed” during the Term of this Agreement, if such Tail Financing is consummated

at any time within the eighteen (18)-month period following the termination or expiration of this Agreement (the “Tail Period”).

No later than ten (10) business days after termination or expiration of this Agreement, the Placement Agent will provide by electronic

mail a written list of such persons or entities that the Placement Agent had contacted on behalf of the Company or “wall-crossed”

during the Term of this Agreement, which list shall be deemed to include include entities under common management or having a common investment

advisor with the entities included on such list, provided, however, that such list shall be limited to no more than twenty (20) institutional

investors.

D. Intentionally

omitted.

E. The

Services provided by the Placement Agent hereunder are solely for the benefit of the Company and are not intended to confer any rights

upon any persons or entities not a party hereto (including, without limitation, securityholders, employees or creditors of the Company)

as against the Placement Agent or its directors, officers, agents and employees.

3. Description of the Offering.

The Securities to be offered

directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors”

or the “Purchasers”) pursuant to the Securities Purchase Agreement dated on or about the date hereof between the Company and

the Investors (the “Securities Purchase Agreement”) shall consist of up to 2,500,000 shares of common stock of the Company,

par value $0.001 per share (“Common Shares”), at a purchase price of $2.00 per share (the “Purchase Price”)

(the “Securities”). If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer

it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim,

damage or expense arising from or as a result of such default by the Company under this AgreemeAgreement.

4. Delivery and Payment; Closing.

Settlement of the Securities

purchased by an Investor shall be made as set forth in the Securities Purchase Agreement. On the Closing Date, the Securities to which

the Closing relates shall be delivered through such means as the parties to the Securities Purchase Agreement may hereafter agree. The

Securities shall be registered in such name or names and in such authorized denominations as set forth in the Securities Purchase Agreement.

The term “Business Day” means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions

are authorized or obligated by law to close in New York, New York.

5. Term and Termination of Agreement.

The

term of this Agreement will commence upon the execution of this Agreement and will terminate on the tenth (10) Business Day after the

execution of this Agreement. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or

relating to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s

obligations to pay fees, including without limitation as set forth in Sections 2 above, and reimburse expenses will survive any expiration

or termination of this Agreement. If any condition specified in Section 8 is not satisfied when and as required to be satisfied, this

Agreement may be terminated by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination

shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section

19 shall at all times be effective and shall survive such termination. Furthermore, the parties agree that the Engagement Agreement between

the Company and the Placement Agent, shall continue to be effective and the terms therein shall continue to survive and be enforceable

by the Placement Agent in accordance with its terms notwithstanding the termination of this Agreement in accordance of this Section.

6. Permitted Acts.

Nothing in this Agreement

shall be construed to limit the ability of the Placement Agent, its officers, directors, employees, agents, associated persons and any

individual or entity “controlling,” “controlled by,” or “under common control” with the Placement

Agent (as those terms are defined in Rule 405 under the Securities Act) to conduct its business including without limitation the ability

to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with

any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

7. Representations, Warranties and Covenants of the Company.

As of the date and time of

the execution of this Agreement, the Closing Date and the Initial Sale Time (as defined herein), the Company (i) makes such representations

and warranties to the Placement Agent as the Company makes to the Investors pursuant to the Securities Purchase Agreement, and (ii) further

represents, warrants and covenants to the Placement Agent, other than as disclosed in Prospectus (as defined below) or in any of its filings

with the Securities and Exchange Commission (the “Commission”) that are incorporated by reference into the Registration

Statement (as defined below), that:

A. Registration

Matters.

i. The

Company has filed with the Commission a registration statement on S-3 (SEC File No. 333-276481), as amended, including a related prospectus,

for the registration of the Shares and the Warrants and the Company’s securities underlying such Shares and Warrants under the Securities

Act and the rules and regulations thereunder, which registration statement was declared effective on February 14, 2024 (the “Securities

Act Regulations”). The registration statement has been declared effective under the Securities Act by the Commission. The “Registration

Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time,

including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein

at such time and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B (“Rule 430B”).

Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter called the “Rule 462(b)

Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration

Statement. The prospectus set forth in the Registration Statement in the form first used to confirm sales of the Shares and Warrants (or

in the form first made available to the Placement Agent by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities

Act) is hereinafter referred to as the “Prospectus” and the term “Preliminary Prospectus” means

any preliminary form of the Prospectus, specifically related to the Shares and Warrants filed with the Commission by the Company with

the consent of the Placement Agent.

ii. All

references in this Agreement to financial statements and schedules and other information which is “contained,” “included”

or “stated” (or other references of like import) in the Registration Statement, any Preliminary Prospectus or the Prospectus

shall be deemed to include all such financial statements and schedules and other information incorporated or deemed incorporated by reference

in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, prior to the execution and delivery

of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus

or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and the rules and regulations thereunder (the “Exchange Act Regulations”), incorporated or deemed

to be incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, at or

after the execution and delivery of this Agreement.

iii. The

term “Disclosure Package” means (i) the Preliminary Prospectus, as most recently amended or supplemented immediately

prior to the Initial Sale Time (as defined herein), (ii) the Issuer Free Writing Prospectuses (as defined below), if any, identified in

Schedule I hereto, and (iii) any current reports (the “SEC Reports”) filed with the Commission that are incorporated

into Propsectus by reference.

iv. The

term “Issuer Free Writing Prospectus” means any issuer free writing prospectus, as defined in Rule 433 of the Securities

Act Regulations. The term “Free Writing Prospectus” means any free writing prospectus, as defined in Rule 405 of the

Securities Act Regulations.

v. Any

Preliminary Prospectus when filed with the Commission, and the Registration Statement as of each effective date and as of the date hereof,

complied or will comply, and the Prospectus and any further amendments or supplements to the Registration Statement, any Preliminary Prospectus

or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, comply, in all material respects,

with the requirements of the Securities Act and the Securities Act Regulations; and the documents incorporated by reference in the Registration

Statement, any Preliminary Prospectus or the Prospectus complied, and any further documents so incorporated will comply, when filed with

the Commission, in all material respects to the requirements of the Exchange Act and Exchange Act Regulations.

vi. The

issuance by the Company of the Securities has been registered under the Securities Act. The Securities will be issued pursuant to the

Registration Statement and will be freely transferable and freely tradable by each of the Investors without restriction, unless otherwise

restricted by applicable law or regulation. The Company is eligible to use Form S-3 under the Securities Act.

B. Stock

Exchange Listing. The Shares are approved for listing on the Exchange and the Company has taken no action designed to, or likely to

have the effect of, delisting the Shares from the Exchange, nor has the Company received any notification that the Exchange is contemplating

terminating such listing.

C. No

Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order

preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or, to

the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied with each

request (if any) from the Commission for additional information.

D. Disclosures

in Registration Statement.

i. Compliance with Securities Act and 10b-5 Representation.

(a) Each

of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects

with the requirements of the Securities Act and the Securities Act Regulations. The Preliminary Prospectus and the Prospectus, at the

time each was or will be filed with the Commission, complied or will comply in all material respects with the requirements of the Securities

Act and the Securities Act Regulations. The Preliminary Prospectus delivered to the Placement Agent for use in connection with this Offering

and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,

except to the extent permitted by Regulation S-T.

(b) None

of the Registration Statement, any amendment thereto, or the Preliminary Prospectus, as of 5:30 p.m. (Eastern time) on the date hereof

(the “Initial Sale Time”), and at the Closing Date, contained, contains or will contain an untrue statement of a material

fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein

not misleading; provided, however, that this representation and warranty shall not apply to statements made or statements omitted in reliance

upon and in conformity with written information furnished to the Company with respect to the Placement Agent by the Placement Agent expressly

for use in the Registration Statement or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information

provided by or on behalf of the Placement Agent consists solely of the following disclosure contained in the “Plan of Distribution”

section of the Prospectus: (i) the name of the Placement Agent, and (ii) the information regardings its fees and expenses (the “Placement

Agent’s Information”).

Disclosure Package, as of the Initial Sale Time and at the Closing Date, did not, does 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; and each Issuer Free Writing Prospectus does not conflict with the information contained in

the Registration Statement, any Preliminary Prospectus, or the Prospectus, and each such Issuer Free Writing Prospectus, as supplemented

by and taken together with the Preliminary Prospectus as of the Initial Sale Time, did 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 light of the circumstances under which they were

made, not misleading; provided, however, that this representation and warranty shall not apply to statements made or statements omitted

in reliance upon and in conformity with written information furnished to the Company with respect to the Placement Agent by the Placement

Agent expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus or any amendment thereof or supplement

thereto. The parties acknowledge and agree that such information provided by or on behalf of any Placement Agent consists solely of the

Placement Agent’s Information; and

(d)

Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant

to Rule 424(b), or at the Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or

will 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; provided, however, that this representation and warranty shall not apply to the Placement Agent’s Information.

ii. Disclosure

of Agreements. The agreements and documents described in the Registration Statement, the Disclosure Package and the Prospectus conform

in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the

Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Disclosure Package and the Prospectus

or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement

or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected

and (i) that is referred to in the Registration Statement, the Disclosure Package and the Prospectus, and (ii) is material to the Company’s

business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable

against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such

enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y)

as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z)

that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and

to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned

by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s

knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder,

except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus. To the Company’s knowledge, performance

by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable

law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the

Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.

iii. Changes

After Dates in Registration Statement.

(a) No

Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Disclosure

Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the financial

position or results of operations of the Company, nor any change or development that, singularly or in the aggregate, would involve a

material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects

of the Company (a “Material Adverse Change”); (ii) there have been no material transactions entered into by the Company,

other than as contemplated pursuant to this Agreement; and (iii) no officer or director of the Company has resigned from any position

with the Company.

(b) Recent

Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement, the

Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration

Statement, the Disclosure Package and the Prospectus, the Company has not: (i) issued any securities (other than (i) grants under any

share compensation plan and (ii) Ordinary Shares issued upon the exercise or conversion of option, warrants or convertible securities

described in the Registration Statement, the Disclosure Package and the Prospectus) or incurred any liability or obligation, direct or

contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

E. Transactions

Affecting Disclosure to FINRA.

i. Finder’s

Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting

or origination fee by the Company or any executive officer or director of the Company with respect to the sale of the Securities hereunder

or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any of its stockholders.

ii. Payments

Within Twelve (12) Months. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any

person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing

to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any

direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the date hereof, other than

the payment to the Placement Agent as provided hereunder in connection with the Offering.

iii. Use

of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates,

except as specifically authorized herein.

iv. FINRA

Affiliation. There is no (i) officer or director of the Company, (ii) to the Company’s knowledge, beneficial owner of 10% or

more of any class of the Company’s securities or (iii) to the Company’s knowledge, beneficial owner of the Company’s

unregistered equity securities which were acquired during the 180-day period immediately preceding the submission of the confidential

Registration Statement that is an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance

with the rules and regulations of FINRA).

F. Integration.

Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers

or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated

with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under

the Securities Act.

G. Restriction

on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that it will not, for a period of ninety

(90) days after the Closing Date (the “Lock-Up Period”), without the prior written consent of the Placement Agent (i)

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,

right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company

or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be

filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities

convertible into or exercisable or exchangeable for shares of capital stock of the Company, other than pursuant to a registration statement

on Form S-8 for employee benefit plans or amendment(s) thereto. The restrictions contained in this section shall not apply to (i) the

issuance by the Company of the Shares upon the exercise of stock options, warrants or the conversion of a security, in each case, that

is outstanding on the date hereof or issued in the Offering, provided that such securities have not been amended since the date hereof

to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other

than in connection with share splits or combinations) or to extend the term of such securities; (ii) the grant by the Company of stock

options or other stock-based awards, or the issuance of shares of capital stock of the Company under any stock compensation plan of the

Company in effect on the date hereof; (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority

of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined

in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement

in connection therewith during the Lock-Up Period, and provided that any such issuance shall only be to a person (or to the equityholders

of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with

the current business of the Company at such time and shall provide to the Company additional benefits in addition to the investment of

funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or

to an entity whose primary business is investing in securities and (iv) the filing of any registration statement, amendment or supplement

thereto relating solely to the resale of securities previously issued by the Company pursuant to any securities purchase agreement, subscription

agreement or other financing transaction entered into prior to the date hereof, including any registration statement filed pursuant to

any registration rights agreement entered into in connection therewith, provided that such registration statement does not register the

offer or sale of any newly issued securities by the Company.

H. Lock-Up

Agreements. The Company has caused each of its officers, directors and beneficial owners of 10% or more of the Company’s outstanding

Common Shares as of the date hereof to deliver to the Placement Agent an executed Lock-Up Agreement, in the form attached as Exhibit

A hereto (the “Lock-Up Agreement”).

I. Intentionally

omitted.

8. Conditions of the Obligations of the Placement Agent.

The obligations of the Placement

Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section

7 hereof, in each case as of the date hereof and as of the Closing Date as though then made, to the timely performance by each of the

Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

A. Regulatory

Matters.

i. Effectiveness

of Registration Statement; Rule 424 Information. The Registration Statement is effective on the date of this Agreement, and, on the

Closing Date no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been

issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued

and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated by

the Commission. The Company has complied with each request (if any) from the Commission for additional information. All filings with the

Commission required by Rule 424 under the Securities Act to have been filed by the Closing Date shall have been made within the applicable

time period prescribed for such filing by Rule 424.

ii. Listing

of Additional Shares. On or before the Closing Date, the Company shall have filed a notice with the Exchange with respect to the Company’s

additional listing of the securities sold in the Offering.

B. Company

Counsel Matters. On the Closing Date, the Placement Agent shall have received the favorable opinion and negative assurance letter

of Pryor Cashman LLP, and favorable opinions of Hainan Sunny Island Law Firm, the PRC counsel to the Company or of other counsels reasonably

satisfactory to the Placement Agent, in each case dated the Closing Date and addressed to the Placement Agent, and in each case substantially

in form and substance reasonably satisfactory to the Placement Agent.

C. Comfort

Letter. The Placement Agent shall have received letters dated the date of this Agreement and the Closing Date, each in form and substance

satisfactory to the Placement Agent, from the Company’s independent public accountants, containing statements and information of

the type ordinarily included in accountants’ “comfort letters” with respect to the financial statements and certain

financial information contained in the Registration Statement and Prospectus.

D. Officers’

Certificate. On the Closing Date, the Placement Agent shall have received a certificate of the chief executive officer and chief financial

officer of the Company, dated the Closing Date, to the effect that, (i) such officers have carefully examined the Registration Statement,

the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement and each

amendment thereto, as of the Initial Sale Time and through the Closing Date did not include any untrue statement of a material fact and

did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the

Disclosure Package, as of the Initial Sale Time through the Closing Date, any Issuer Free Writing Prospectus as of its date and as of

the Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date,

did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements

therein, in the light of the circumstances in which they were made, not misleading; and (ii) as of the Closing Date the representations

and warranties of the Company contained herein and in the Securities Purchase Agreement were and are accurate in all material respects,

and that the obligations to be performed by the Company hereunder have been fully performed in all material respects.

E. Secretary’s

Certificate. On the Closing Date, the Placement Agent shall have received from the Company a certificate of the corporate secretary

of the Company, dated the Closing Date, certifying to the organizational documents of the Company, good standing in the jurisdiction of

formation of the Company and board resolutions authorizing the Offering of the Securities.

F. Intentitionally

omitted.

G. No

Material Changes. Prior to and on the Closing Date: (i) there shall have been no Material Adverse Change or development involving

a prospective Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company

from the latest dates as of which such condition is set forth in the Registration Statement, the Disclosure Package and the Prospectus;

(ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any affiliates of

the Company before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision,

ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company,

except as set forth in the Registration Statement, the Disclosure Package and the Prospectus; (iii) no stop order shall have been issued

under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration

Statement, the Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which

are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material

respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Disclosure

Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state

any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which

they were made, not misleading.

H. Delivery

of Agreements.

(i)

Lock-Up Agreements. On or before the Closing Date, the Company shall have delivered to the Placement Agent executed copies of

the Lock-Up Agreement from each of the Company’s officers, directors and beneficial owners of 10% or more of the Company’s

outstanding Common Shares of the date hereof.

(ii)

Escrow Agreement. On or before the Closing Date, the Company shall have delivered to the Placement Agent executed copies of the

Escrow Agreement.

I. Additional

Documents. At the Closing Date, Placement Agent’s counsel shall have been furnished with such documents and opinions as they

may require in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions,

herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated

shall be satisfactory in form and substance to the Placement Agent and Placement Agent’s counsel.

9. Indemnification and Contribution; Procedures.

A. Indemnification

of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling

such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the

Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred

to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other

liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses

(including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement)

(collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified

Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising

out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement,

the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each

may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in

connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the

Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9,

collectively called “application”) executed by the Company or based upon written information furnished by the Company in any

jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission

or agency, any national securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein

or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such

statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees

to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement

of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce

the indemnification that each Indemnified Person would have if he was a party to this Agreement.

B. Procedure.

Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity may

reasonably be expected to be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided

that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation or liability which the

Company may have on account of this Section 9 or otherwise to such Indemnified Person, except to the extent (and only to the extent) that

its ability to assume the defense of any such action (as contemplated in the next sentence) is actually impaired by such failure or delay.

The Company shall, if requested by the Placement Agent, assume the defense of any such action (including the employment of counsel reasonably

satisfactory to the Placement Agent). Any Indemnified Person shall have the right to employ separate counsel in any such action and participate

in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company

has failed promptly to assume the defense and employ counsel for the benefit of the Placement Agent and the other Indemnified Persons

or (ii) such Indemnified Person shall have been advised that in the opinion of counsel that there is an actual or potential conflict of

interest that prevents (or makes it imprudent for) the counsel engaged by the Company for the purpose of representing the Indemnified

Person, to represent both such Indemnified Person and any other person represented or proposed to be represented by such counsel, it being

understood, however, that the Company shall not be liable for the expenses of more than one separate

counsel (together with local counsel), representing the Placement Agent and all Indemnified Persons who are parties to such action.

The Company shall not be liable for any settlement of any action effected without its written consent (which shall not be unreasonably

withheld). In addition, the Company shall not, without the prior written consent of the Placement Agent, settle, compromise or consent

to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement,

indemnification or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement,

compromise, consent or termination (i) includes an unconditional release of each Indemnified Person, acceptable to such Indemnified Party,

from all Liabilities arising out of such action for which indemnification or contribution may be sought hereunder and (ii) does not include

a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Person. The advancement,

reimbursement, indemnification and contribution obligations of the Company required hereby shall be made by periodic payments of the amount

thereof during the course of the investigation or defense, as every Liability and Expense is incurred and is due and payable, and in such

amounts as fully satisfy each and every Liability and Expense as it is incurred (and in no event later than 30 days following the date

of any invoice therefor).

C. Indemnification

of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the

Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the

Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or

omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement

thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action shall be brought

against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure

Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent,

the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall

have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement

Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any,

who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with

the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any

Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement

Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section

9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure.

D. Contribution.

In the event that a court of competent jurisdiction makes a finding that indemnity is unavailable to any indemnified person, then each

indemnifying party shall contribute to the Liabilities and Expenses paid or payable by such indemnified person in such proportion as is

appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified

Person, on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding

clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand,

and the Placement Agent and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities

or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less

than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in

excess of the amount of commissions actually received by the Placement Agent pursuant to this Agreement. 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 on the one hand or the Placement Agent on the other and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the

Placement Agent agree that it would not be just and equitable if contributions pursuant to this subsection (D) were determined by pro

rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in

this subsection (D). For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement Agent

on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as: (a) the total value

received by the Company in the Offering, whether or not such Offering is consummated, bears to (b) the commissions paid to the Placement

Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section

11(f) of the Securities Act shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.

E. Limitation.

The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)

to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,

the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services

or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses)

of the Company have resulted primarily from such Indemnified Person’s gross negligence or willful misconduct in connection with

any such advice, actions, inactions or services.

F. Survival.

The advancement, reimbursement, indemnity and contribution obligations set forth in this Section 9 shall remain in full force and effect

regardless of any termination of, or the completion of any Indemnified Person’s services under or in connection with, this Agreement.

Each Indemnified Person is an intended third-party beneficiary of this Section 9, and has the right to enforce the provisions of Section

9 as if he/she/it was a party to this Agreement.

10. Limitation of FT Global’s Liability to the Company.

FT Global and the Company

further agree that neither FT Global nor any of its affiliates or any of their respective officers, directors, controlling persons (within

the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the

Company, its security holders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct

or indirect, in contract or tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or

equitable relief arising out of or relating to this Agreement or the Services rendered hereunder, except for losses, fees, damages, liabilities,

costs or expenses that arise out of or are based on any action of or failure to act by FT Global and that are finally judicially determined

to have resulted solely from the gross negligence or willful misconduct of FT Global.

11. Limitation of Engagement to the Company.

The Company acknowledges that

FT Global has been retained only by the Company, that FT Global is providing services hereunder as an independent contractor (and not

in any fiduciary or agency capacity) and that the Company’s engagement of FT Global is not deemed to be on behalf of, and is not

intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against FT

Global or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section

15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by FT Global,

no one other than the Company is authorized to rely upon any statement or conduct of FT Global in connection with this Agreement. The

Company acknowledges that any recommendation or advice, written or oral, given by FT Global to the Company in connection with FT Global’s

engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering,

and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used

or relied upon for any other purpose. FT Global shall not have the authority to make any commitment binding on the Company. The Company,

in its sole discretion, shall have the right to reject any investor introduced to it by FT Global. If any purchase agreement and/or related

transaction documents are entered into between the Company and the investors in the Offering, FT Global will be entitled to rely on the

representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction

documents as if such representations, warranties, agreements and covenants were made directly to FT Global by the Company.

12. Amendments and Waivers.

No supplement, modification

or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party to exercise

any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions

of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall

any such waiver be deemed or constitute a continuing waiver unless otherwise expressly provided.

13. Confidentiality.

In the event of the consummation

or public announcement of any Offering, FT Global shall have the right to disclose its participation in such Offering, including, without

limitation, the placement at its cost of “tombstone” advertisements in financial and other newspapers and journals. FT Global

agrees not to use any confidential information concerning the Company provided to FT Global by the Company for any purposes other than

those contemplated under this Agreement.

14. Headings.

The headings of the various

sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement.

15. 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. The words “execution,” “signed”

and “signature” and words of like import in this Agreement and all documents relating thereto, shall (to the extent permissible

under governing documents) include images of manually executed signatures transmitted by facsimile or other electronic format (including,

without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation,

DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other

record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and

enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable

law, including, without limitation, the Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures

and Records Act and any other applicable law.

16. Severability.

The invalidity, illegality

or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity, legality or enforceability

of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined

to be invalid, illegal or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary

to make it valid and enforceable.

17. Use of Information.

The Company will furnish FT

Global such written information as FT Global reasonably requests in connection with the performance of its services hereunder. The Company

understands, acknowledges and agrees that, in performing its services hereunder, FT Global will use and rely entirely upon such information

as well as publicly available information regarding the Company and other potential parties to an Offering and that FT Global does not

assume responsibility for independent verification of the accuracy or completeness of any information, whether publicly available or otherwise

furnished to it, concerning the Company or otherwise relevant to an Offering, including, without limitation, any financial information,

forecasts or projections considered by FT Global in connection with the provision of its services.

18. Absence of Fiduciary Relationship.

The Company acknowledges and

agrees that: (a) the Placement Agent has been retained solely to act as Placement Agent in connection with the sale of the Securities

and that no fiduciary, advisory or agency relationship between the Company and the Placement Agent has been created in respect of any

of the transactions contemplated by this Agreement, irrespective of whether the Placement Agent has advised or is advising the Company

on other matters; (b) the Purchase Price and other terms of the Securities set forth in this Agreement were established by the Company

following discussions and arms-length negotiations with the Investors 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 Placement

Agent and its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company

and that the Placement Agent has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory

or agency relationship; and (d) it has been advised that the Placement Agent is acting, in respect of the transactions contemplated by

this Agreement, solely for the benefit of the Placement Agent, and not on behalf of the Company and that the Placement Agent may have

interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have

against the Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering.

19. Survival of Indemnities, Representations, Warranties, Etc.

The respective indemnities,

covenants, agreements, representations, warranties and other statements of the Company and Placement Agent, as set forth in this Agreement

or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made

by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of

and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant

to Section 5, the payment, reimbursement, indemnity, contribution, advancement and limitation of liability agreements contained in Sections

2, 3, 9, 10, and 11, and the Company’s covenants, representations, and warranties set forth in this Agreement, shall not terminate

and shall remain in full force and effect at all times. The indemnity and contribution provisions contained in Section 9 and the covenants,

warranties and representations of the Company contained in this Agreement shall remain operative and in full force and effect regardless

of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any of the Placement Agent, any person who controls

the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or any affiliate of

the Placement Agent, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning

of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and (iii) the issuance and delivery of the Securities.

20. Governing Law.

This Agreement shall be governed

by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully performed therein,

without regard to its choice of law provisions. Any disputes that arise under this Agreement, even after the termination of this Agreement,

will be heard only in the state or federal courts located in the City and County of New York, Borough of Manhattan. The parties hereto

expressly agree to submit themselves to the jurisdiction of the foregoing courts in the City and County of New York, Borough of Manhattan.

The parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the

City and County of New York, Borough of Manhattan.

21. Notices.

All communications hereunder

shall be in writing and shall be mailed or hand delivered and confirmed to the parties hereto as follows:

If to the Company:

China Pharma Holdings Inc.

Second Floor, No. 17, Jinpan

Road

Haikou, Hainan Province, China

Attn: Zhilin Li, CEO

Email: hellen@chinapharmaholdings.com

With a copy (which shall

not constitute notice) to:

Pryor Cashman LLP

7 Times Square

New York, NY 10036

Attn: Elizabeth F. Chen, Esq.

Email: echen@pryorcashman.com

Phone: (212)326-0199

If to the Placement Agent:

FT Global Capital, Inc.

1688 Meridian Avenue, Suite

700

Miami Beach, FL 33139

786-220-6129 (Office)

786-655-8201 (Fax)

Attention: President, CEO

Any party hereto may change

the address for receipt of communications by giving written notice to the others.

22. Miscellaneous.

This Agreement constitutes

the entire agreement of FT Global and the Company, and supersedes any prior agreements, with respect to the subject matter hereof. If

any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision

in any other respect, and the remainder of this Agreement shall remain in full force and effect.

23. Successors.

This Agreement will inure

to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling

persons referred to in Section 9 hereof, and to their respective successors, and personal representatives, and, except as set forth in

Section 9 of this Agreement, no other person will have any right or obligation hereunder.

[SIGNATURE PAGE TO FOLLOW]

PLACEMENT AGENCY AGREEMENT

– SIGNATURE PAGE

In acknowledgment that the

foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign

in the space provided below, whereupon this letter shall constitute a binding agreement as of the date executed.

Very truly yours,

CHINA PHARMA HOLDINGS INC.

By:

Name:

Title:

Confirmed as of the date first written above:

FT GLOBAL CAPITAL, INC.

By:

Name:

Patrick Ko

Title:

President, CEO

SCHEDULE I

Issuer General Use Free Writing

Prospectuses

None.

Exhibit A

Lock-Up Agreement

EX-99.1 — PRESS RELEASE DATED AS OF JULY 22, 2026

EX-99.1

Filename: ea029892101ex99-1.htm · Sequence: 5

Exhibit 99.1

China Pharma Announces Pricing of $5 Million

Registered Direct Offering

HAIKOU CITY, China, July 22, 2026 - China Pharma

Holdings, Inc. (NYSE American: CPHI) (“China Pharma” or the “Company”), a fully-integrated specialty pharmaceuticals

company in China, today announced that the pricing of its registered direct offering of 2.5 million shares of its common stock (“Common

Shares”), at a purchase price of $2 per share.

The gross proceeds from the offering will be $5 million, before deducting

placement agent fees and other offering expenses.

The Company intends to use the net proceeds from this offering for

working capital and general corporate purposes.

The offering is expected to be closed on or about July 23, 2026.

FT Global Capital, Inc. is acting as the exclusive placement agent

for the offering.

The offering was made pursuant to the Company’s “shelf”

registration statement on Form F-3 (File No. 333-276481), filed with the U.S. Securities and Exchange Commission (the “SEC”)

on January 12, 2024 and declared effective on February 14, 2024. A prospectus supplement and accompanying base prospectus describing the

terms of the offering will be filed with the SEC and is available on the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation

of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation,

or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Safe Harbor Statement

This press release contains forward-looking statements. These statements

are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that

are not historical facts, including those regarding China Pharma’s Holdings Inc.’s beliefs and expectations about its business

strategy, growth outlook, and operational plans are forward-looking statements. Forward-looking statements involve inherent risks and

uncertainties. Several factors could cause actual results to differ materially from those contained in any forward-looking statement.

These factors include, but are not limited to: (i) capital and credit market volatility, (ii) local and global economic conditions, (iii)

anticipated growth strategies and integration plans, (iv) regulatory changes or governmental approvals, and (v) future business development,

operational results, and financial performance of China Pharma Holdings Inc. In some cases, forward-looking statements can be identified

by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,”

“aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”

“is/are likely to,” or other similar expressions. All information provided in this press release is as of the date of this

press release, and China Pharma Holdings Inc. undertakes no obligation to update such information, except as required under applicable

law.

About China Pharma Holdings, Inc.

China Pharma Holdings, Inc. is a specialty pharmaceutical company that

develops, manufactures and markets a diversified portfolio of products focused on conditions with a high incidence and high mortality

rates in China, including cardiovascular, CNS, infectious, and digestive diseases. The Company’s cost-effective, high-margin business

model is driven by market demand and supported by eight scalable GMP-certified product lines covering the major dosage forms. In addition,

the Company has a broad and expanding nationwide distribution network across all major cities and provinces in China. The Company’s

wholly-owned subsidiary, Hainan Helpson Medical & Biotechnology Co., Ltd., is located in Haikou City, Hainan Province. For more information

about China Pharma Holdings, Inc., please visit http://www.chinapharmaholdings.com. The Company routinely posts important information

on its website.

Contact:

China Pharma Holdings, Inc.

Phone: +86-898-6681-1730 (China)

Email: hps@chinapharmaholdings.com

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration