6-K - KNRX - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 UNDER

THESECURITIES EXCHANGE ACT OF 1934

Forthe month of April 2026

Commissionfile number: 001-42862

KNOREXLtd.

(Exact name of registrant as specified in its charter)

21Merchant Road, #04-01

Singapore058267

(Address of Principal Executive Offices)

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

Form 20-F ☒ Form 40-F ☐

On March 31, 2026, KNOREX Ltd., a Cayman Islands exempted corporation (the “Company”, “our”), entered into (i) that certain Note Purchase Agreement (the “Notes Agreement”) with North Commerce Parkway Capital LP and TQ Master Fund LP (collectively, the “Purchasers” and each, a “Purchaser”), pursuant to which, the Company issued a senior unsecured Note to each Purchaser (collectively, the “Notes”), (ii) that certain Share Purchase Agreement (the “Purchase Agreement”) with RK Capital Management LLC, North Commerce Parkway Capital LP and TQP Holdings LLC (collectively, the “Investor”) and (iii) that certain Registration Rights Agreement (the “Registration Rights Agreement”) with the Investor.

Under the terms and subject to the conditions of the Notes Agreement, the Company issued Notes with an aggregate principal amount of $3 million to the Purchasers. The Notes mature in June 2026 and the Notes Agreement contains customary representations, warranties, conditions, and indemnification obligations of the Company. The Company received net proceeds of $2.7 million from issuance of the Notes and used approximately $700 thousand to repay existing outstanding indebtedness (including the repayment of approximately $365 thousand of a total of $513,758 of outstanding, unsecured indebtedness incurred subsequent to the Company’s IPO in September 2025 from lenders who include members of Company management and shareholders of the Company) with the remaining $2 million in net proceeds used for transaction expenses and general corporate purposes. The Notes are subject to mandatory prepayment of an amount equal to 20% of the gross proceeds of the amounts purchased under the Purchase Agreement.

Under the terms and subject to the conditions of the Purchase Agreement, the Investor has committed to purchase, subject to certain limitations, up to $50 million (the “Commitment”) of the Company’s class A ordinary shares, par value $0.0005 per share (the “Ordinary Shares”). The Company has the right, but not the obligation, to direct the Investor to purchase up to the Total Commitment of Ordinary Shares from time to time for a period of 36 months from the date of the effectiveness of the Registration Statement. The purchase is subject to certain conditions, including the filing and effectiveness of a resale registration statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) registering the resale of the Ordinary Shares to be sold to the Investor under the Purchase Agreement.

Upon receipt of a purchase notice or intraday purchase notice from the Company, the Investor may be obligated to purchase Ordinary Shares as the Company directs, subject to certain conditions and limitations, at a price per share calculated based on a 3% discount to the trading price of the Ordinary Shares in the case of a purchase notice, and at a price per share calculated based on a 1% discount to the lowest sale price of the Ordinary Shares after delivery of an intraday purchase notice, as applicable, over the relevant pricing periods, each of which commences after delivery of a valid purchase notice or intraday purchase notice by the Company. Actual sales of shares of Ordinary Shares to the Investor will depend on a variety of factors to be determined by the Company from time-to-time, including, among other things, market conditions, the trading price of the Company’s Ordinary Shares, and determinations by the Company as to the appropriate sources of funding for the Company and its operations.

The net proceeds from sales, if any, under the Purchase Agreement to the Company will depend on the frequency and prices at which the Company sells Ordinary Shares to the Investor. The Company expects that any proceeds received by the Company from such sales to the Investor will primarily be used for general corporate purposes. It is possible that no shares will be issued under the Purchase Agreement.

Pursuant to the Purchase Agreement, the Company will pay a commitment fee to the Investor in the form of Ordinary Shares with an aggregate market value of $250,000 or 0.5% of the Commitment (the “Initial Commitment Fee”), which will be paid in three equal monthly installments commencing on the effective date of the Registration Statement. If the Company sells an aggregate of $25 million or more Ordinary Shares under the Purchase Agreement, the Company will pay an additional commitment fee to the Investor in the form of Ordinary Shares with an aggregate market value of $250,000 or an additional 0.5% of the Commitment (together with the Initial Commitment Fee, the “Commitment Fee”), which will be paid in three equal monthly installments commencing on the one month anniversary of the Company’s sale of $25 million or more of Ordinary Shares under the Purchase Agreement.

In connection with the entry into the Purchase Agreement, the Company also entered into the Registration Rights Agreement, pursuant to which the Company agreed to file with the SEC, within forty-five calendar days of the date of the Registration Rights Agreement, the Registration Statement for the resale by the Investor of Ordinary Shares that may be issued in connection with the Commitment under the Purchase Agreement (including the Ordinary Shares used to pay the Commitment Fee).

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions, and indemnification obligations of the parties. The Purchase Agreement will automatically terminate on the earliest of (i) the 36-month anniversary of the effective date of the Registration Statement, (ii) the date on which the Investor shall have made payment to the Company for Ordinary Shares equal to the Commitment or (iii) the date any statute, rule, regulation, executive order, decree, ruling or injunction that would prohibit any of the transactions contemplated by the Purchase Agreement goes into effect. The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty, upon ten trading days’ prior written notice to the Investor so long as (a) there are no outstanding purchase notices under which the Ordinary Shares have yet to be issued and (b) the Company has paid all amounts owed to the Investor pursuant to the Purchase Agreement. The Company and the Investor may also agree to terminate the Purchase Agreement by mutual written consent.

The foregoing descriptions of the Notes Agreement, Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and each of which is incorporated herein by reference.

This Current Report on Form 6-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The Notes as well as the Ordinary Shares that may be issued under the Purchase Agreement are being offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption afforded under Section 4(a)(2) thereof.

Exhibits

Exhibit No.	Description
10.1	Note<br> Purchase Agreement, dated as of March 31, 2026, by and among KNOREX Ltd., North Commerce Parkway Capital LP and TQ Master Fund LP.
10.2	Share Purchase Agreement, dated as of March 31, 2026, by and among KNOREX Ltd., RK Capital Management LLC, North Commerce Parkway Capital LP and TQP Holdings LLC.
10.3	Registration Rights Agreement, dated as of March 31, 2026, by and among KNOREX Ltd., RK Capital Management LLC, North Commerce Parkway Capital LP and TQP Holdings LLC.

Signature

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

KNOREX Ltd.
By:	/s/ Khar Heng Choo
Name:	Khar Heng Choo
Title:	Chairman<br>of the Board of Directors and Chief Executive Officer

Date: April 2, 2026

Exhibit10.1

NOTEPURCHASE AGREEMENT

DATEDMARCH 31, 2026

AMONG

KNOREXLTD.,

AND

THEPURCHASERS PARTY HERETO

TABLEOF CONTENTS

1.	Definitions<br> and Related Matters.		1
	1.1	Definitions.	1
	1.2	Accounting<br> Principles.	5
	1.3	Other<br> Interpretive Matters.	6
2.	Authorization<br> and Closing.		6
	2.1	The<br> Notes.	6
	2.2	Purchase<br> and Sale of the Notes.	6
	2.3	The<br> Closing.	6
	2.4	Additional<br> Notes.	6
3.	Conditions<br> of each Purchaser’s Obligation at the Closing.		7
	3.1	Representations,<br> Warranties and Covenants; No Event of Default	7
	3.2	Closing<br> Fees and Expenses.	7
	3.3	Proceedings.	7
	3.4	Due<br> Diligence; No Adverse Change or Events.	7
	3.5	Modifications<br> to Existing Funded Debt.	7
	3.6	Closing<br> Documents of the Company.	7
	3.7	Compliance<br> with Applicable Laws.	8
	3.8	No<br> Material Adverse Effect.	8
	3.9	Waiver.	8
4.	Representations and Warranties of the Company.		8
	4.1	Due<br> Organization and Qualification.	8
	4.2	No<br> Conflicts.	8
	4.3	Due<br> Authorization; Enforceability.	8
	4.4	Litigation.	9
	4.5	Financial<br> Statements.	9
	4.6	Taxes.	9
	4.7	Indebtedness	9
	4.8	Compliance<br> with Laws; Consents; Governmental Approvals.	9
	4.9	No<br> Default	9
	4.10	No<br> Brokers.	9
5.	Representations<br> and Warranties of the Purchasers.		9
	5.1	Due<br> Organization and Qualification.	9
	5.2	Due<br> Authorization; Enforceability.	10
	5.3	Accredited<br> Investor.	10
	5.4	Investment<br> Intent.	10
6.	Affirmative<br> Covenants.		10
	6.1	Reports,<br> Certificates and Other Information.	10
	6.2	Minimum<br> Cash.	10
	6.3	Taxes;<br> Copies of Returns.	10
	6.4	Maintenance<br> of Existence; Compliance with Laws; Licenses.	10
	6.5	Use<br> of Proceeds.	11
7.	Negative<br> Covenants.		11
	7.1	Merger,<br> Reorganization or Acquisition.	11
	7.2	Sale<br> of Assets.	11
	7.3	Encumbrances.	11
	7.4	Incurrence<br> of Debt; Payment and Modifications of Debt.	11
	7.5	Affiliate<br> Transactions.	11
	7.6	Company<br> Distributions.	11
	7.7	Modification<br> to Certain Documents.	11
8.	Redemption.		12
---	---	---	---
	8.1	Scheduled<br> Payments.	12
	8.2	Optional<br> Redemption.	12
	8.3	Mandatory<br> Redemption.	12
9.	Transfer of Restricted Securities.		12
	9.1	General<br> Provisions.	12
	9.2	Information<br> Requests.	12
	9.3	Legend<br> Removal.	12
10.	Events<br> of Default.		13
11.	Miscellaneous.		14
	11.1	Expenses.	14
	11.2	Remedies.	15
	11.3	Purchaser’s<br> Investment Representations.	15
	11.4	Amendments<br> and Waivers.	15
	11.5	Survival<br> of Agreement.	16
	11.6	No<br> Setoffs, etc.	16
	11.7	Successors<br> and Assigns.	16
	11.8	Severability.	16
	11.9	Counterparts;<br> Electronic Signatures.	16
	11.10	Descriptive<br> Headings.	17
	11.11	Governing<br> Law.	17
	11.12	Notices.	17
	11.13	Construction.	18
	11.14	Complete<br> Agreement.	18
	11.15	Indemnification.	18
	11.16	Payment<br> Set Aside.	18
	11.17	Jurisdiction<br> and Venue; Process Agent.	19
	11.18	Waiver<br> of Right to Jury Trial.	19
	11.19	Several<br> Liability of Purchasers.	19
Schedule<br> 2.1	Purchasers
---	---
Schedule<br> 4.7	Debt
Exhibit<br> A	Form<br> of Note

NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of March 31, 2026, among KNOREX LTD., an exempted company incorporated in the Cayman Islands (the “Company”), TQ MASTER FUND LP, a limited partnership organized under the laws of the Cayman Islands (“TQ Master Fund”), NORTH COMMERCE PARKWAY CAPITAL LP, a Delaware limited partnership (“North Commerce”; and together with TQ Master Fund, the “Purchasers” and each individually a “Purchaser”).

RECITALS

WHEREAS, the Company desires to issue and sell, and the Purchasers desire to purchase, senior unsecured promissory notes in the aggregate principal amount of Three Million Dollars ($3,000,000) (collectively, the “Notes” and each, a “Note”), on the terms and conditions set forth herein;

WHEREAS, the Notes will be issued at an original issue discount of ten percent (10%), such that the aggregate purchase price for the Notes shall be Two Million Seven Hundred Thousand Dollars ($2,700,000);

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Definitions and Related Matters.

1.1 Definitions. For the purposes of this Agreement, the following terms have the meanings set forth below (such meanings to be applicable to both the singular and plural forms of the terms defined):

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For purposes of this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting interests, by contract or otherwise.

“Company” has the meaning given thereto in the Preamble.

“Business Day” means any day other than a Saturday, Sunday or public holiday under the Laws of the State of New York or any other day on which banking institutions are authorized or obligated to close in New York, New York.

“Change of Control” means the occurrence of any of the following: (a) any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934), directly or indirectly, of Voting Interests of the Company (or other securities convertible into such voting interests) representing 40% or more of the combined voting power of all voting interests of the Company or (b) during any period of up to twelve consecutive months, the majority of seats (other than vacant seats) on the board of directors of the Company cease to be occupied by persons who either (i) were members of the board of directors of the Company at the beginning of the twelve consecutive month period or (ii) were nominated for election by the board of directors of the Company, a majority of whom are directors at the beginning of such period or whose election or nomination for election was previously approved by a majority of such directors.

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“Closing Date” means the date on which the Notes are issued.

“Constituent Documents” means, with respect to any Person, the memorandum and articles of association, charter, articles of organization, articles of incorporation, certificate of incorporation, bylaws, operating agreement, limited liability company agreement or similar document.

“Default” means any event or occurrence which with the passage of time or the giving of notice or both would constitute an Event of Default.

“Default Rate” means eighteen percent (18%) per annum.

“Distributions” means, with respect to any Person, (i) any dividend or other distribution, whether in cash, in kind, or otherwise, on account of or with respect to, or (ii) the application of any funds, property or assets to the purchase, redemption or other retirement of, such Person’s Equity Interests or any warrants, options or other rights with respect to such Person’s Equity Interests.

“Equity Financing” means any equity line of credit or similar committed equity facility incurred by the Company.

“Equity Interests” means the shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest, and all rights and privileges incident thereto.

“Equity Issuance” means any bona fide sale of the Company’s Equity Interests, including but not limited to a public offering under the Securities Act or pursuant to any customary private placement exemption from registration under the Securities Act.

“Facility #1” means those certain convertible notes held by certain shareholders of the Company, with an aggregate outstanding amount as of February 28, 2026, of US$2,401,492 scheduled to mature on October 9, 2026, identified on Schedule 4.7 hereto.

“Facility #2(a)” means that certain amortizing term loan provided by United Overseas Bank Limited, with an aggregate outstanding amount as of February 28, 2026, of US$169,109 scheduled to mature in May 2026, identified on Schedule 4.7 hereto.

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“Facility #2(b)” means that certain amortizing term loan provided by DBS Bank Limited, with an aggregate outstanding amount as of February 28, 2026, of US$37,368 to mature in February 2028, identified on Schedule 4.7 hereto.

“Facility #3” means those certain shareholder loans held by certain shareholders of the Company, with an aggregate outstanding principal amount as of February 28, 2026, of US$6,061,102 million, scheduled to mature on October 9, 2026, identified on Schedule 4.7 hereto.

“Facility #4” means those certain loans from members of Company management, with an aggregate outstanding principal amount as of February 28, 2026, of US$90,114, scheduled to mature on October 9, 2026, identified on Schedule 4.7 hereto.

“Facility #5” means those certain loans from members of Company management and shareholders of the Company, with an aggregate outstanding principal amount as of February 28, 2026, of US$$513,758 maturing from March 2026 to October 2026, identified on Schedule 4.7 hereto.

“Financial Statements” means (a) as of the Closing Date, the consolidated financial statements of the Company and its Subsidiaries for the period ending June 30, 2025 and (b) thereafter, the financial statements of Company and its Subsidiaries most recently delivered pursuant to Section 6.1(i) or Section 6.1(ii), as applicable.

“Funded Debt” means at any date, with respect to any Person, all of the following obligations (without duplication) of such Person as of such date: (a) all obligations for borrowed money and (b) all obligations evidenced by bonds (which, for the avoidance of doubt, shall not include surety bonds), debentures, notes or other similar instruments.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, that are applicable to the circumstances as of the date of determination.

“Governmental Authority” shall mean the federal government of the United States, the government of Singapore, the government of the Cayman Islands; the government of any other country that is a member of the United Nations; any state of the United States; any local government or municipality within the territory or under the jurisdiction of any of the foregoing; any department, agency, division, or instrumentality of any of the foregoing; and any court, arbitrator, or board of arbitrators whose orders or judgments are enforceable by or within the territory of any of the foregoing.

“Interest Rate” means twelve percent (12%) per annum.

“Investment Documents” means this Agreement and the Notes.

“Laws” means all ordinances, statutes, rules, regulations, order, injunctions, writs or decrees of any Governmental Authority. Any of the foregoing may sometimes be referred to as a “Law”.

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“Liens” means, with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right owned by such Person which secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance, title retention lien, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise.

“Material Adverse Effect” means, when referring to the taking of an action or the omission to take an action, that such action, if taken, or omission, would have a material adverse effect on (i) the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, (ii) the ability of the Company to perform any of the payment obligations under any Investment Document and (iii) the legality, validity, binding effect or enforceability against the Company of any Investment Document.

“Maturity Date” means July 1, 2026; provided that the Maturity Date may be extended by one (1) additional three (3) month period, as determined in the sole discretion of the Purchasers so long as the Company shall have amended the then outstanding components of Facility #1, Facility #3, Facility #4 and Facility #5 to extend the maturity date thereof to a date satisfactory to the Required Purchasers in their sole discretion.

“Minimum Cash” means unrestricted cash and cash equivalents of not less than Seven Hundred Fifty Thousand Dollars ($750,000).

“Notes” and “Note” has the meaning set forth in the Recitals.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Notes, all accrued and unpaid fees, all prepayment premiums, and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of the Company to the Purchasers or any indemnified party, individually or collectively, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, in each case, that arises or is incurred under this Agreement or any of the other Investment Documents.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a governmental entity or any department, agency or political subdivision thereof and any other entity.

“Principal” means the principal amount of the Notes.

“Purchaser” has the meaning given thereto in the Preamble and includes each of the Purchasers as set forth on Schedule 2.1.

“Qualified Financing” means any third-party debt financing or other similar debt arrangement, which (i) results in gross cash proceeds to the Company of at least $1,000,000, (ii) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Maturity Date, (iii) is unsecured and (iv) is subordinated in right of payment to the Obligations pursuant to a subordination agreement, in form and substance satisfactory to the Required Purchasers.

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“Recipient” means each Purchaser, as applicable.

“Required Purchasers” means, as of any date of determination, (i) if there are two or less than two Holders, 100% of the Holders, and (ii) if there are three or more Holders, the holders of more than 66.66% of the outstanding Principal of the Notes then outstanding.

“Restricted Securities” means the Notes issued hereunder. As to any particular Restricted Securities, such securities shall cease to be Restricted Securities when they have (a) been effectively registered, under the Securities Act and disposed of in accordance with the registration statement covering them, (b) become eligible for sale pursuant to Rule 144(b)(1) (or any similar provision then in force) under the Securities Act or (c) been otherwise transferred and new certificates for them not bearing the Securities Act legend set forth in Section 11.3 have been delivered by the Company in accordance with Section 11.3. Whenever any particular securities cease to be Restricted Securities, the holder thereof shall be entitled to receive from the Company, without expense, new securities of like tenor not bearing a Securities Act legend of the character set forth in Section 11.3.

“SEC” means the Securities and Exchange Commission or any other Governmental Authority succeeding to any of the principal functions thereof.

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal law then in force.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal law then in force.

“Subsidiary” means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person owns, directly or indirectly, such number of outstanding Equity Interests as have more than 50% of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity. Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of Company.

“Tax” or “Taxes” means any and all present and future taxes, duties, levies, imposts, deductions, assessments, withholdings, or other similar fees or charges imposed by any Governmental Authority and any and all liabilities (including interest, penalties, and additions to taxes) with respect to the foregoing.

1.2 Accounting Principles. The classification, character and amount of all assets, liabilities, capital accounts and reserves and of all items of income and expense to be determined, and any consolidation or other accounting computation to be made, and the interpretation of any definition containing any financial term, pursuant to this Agreement shall be determined and made in accordance with GAAP consistently applied.

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1.3 Other Interpretive Matters. In each of the Investment Documents, unless a clear contrary intention appears: (i) the singular number includes the plural number and vice versa; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by such Investment Document, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (iii) reference to any agreement (including this Agreement and the Schedules and Exhibits hereto), document or instrument means such agreement, document or instrument as amended, modified or restated and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof (and without giving effect to any amendment or modification that would not be permitted in accordance with the terms hereof); (iv) reference to any applicable law, statute, rule or regulation means such applicable law, statute, rule or regulation as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any particular provision of any applicable law, statute, rule or regulation shall be interpreted to include any revision of or successor to that provision regardless of how numbered or classified; (v) reference to any Article, Section, Schedule or Exhibit means such Article or Section hereof or such Schedule or Exhibit hereto; (vi) “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof; (vii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (viii) relative to the determining of any period of time, “from” means “from and including” and “to” and “through” mean “to and including” and (ix) “or”, “either” and “any” are not exclusive.

2. Authorization and Closing.

2.1 The Notes. The Company authorizes the issuance and sale to the Purchasers, severally and not jointly, of its Notes in an aggregate principal amount of $3,000,000 and containing the terms and conditions and in the form set forth in Exhibit A attached hereto.

2.2 Purchase and Sale of the Notes. At the Closing, the Company shall sell to each Purchaser and, subject to the terms and conditions set forth herein, each Purchaser shall purchase from the Company, one or more Notes in the aggregate principal amount set forth opposite such Purchaser’s name on Schedule 2.2 at a price equal to the price set forth opposite such Purchaser’s name on Schedule 2.2.

2.3 The Closing. The closing of the issuance and sale of the Notes (the “Closing”) shall take place remotely via exchange of documents and signatures on March 31, 2026, or at such other place or on such other date as may be mutually agreeable to the Company and the Purchasers (the “Closing Date”), subject to the terms and conditions set forth in Section 3.

2.4 Additional Notes. The Company shall have the option, exercisable at any time following the effectiveness of the Company’s F-1 registration statement filed with the SEC, to issue and sell to the Purchasers (or their designees) additional Notes in the aggregate principal amount of One Million Dollars ($1,000,000) for an aggregate purchase price of Nine Hundred Thousand Dollars ($900,000) (reflecting a 10% original issue discount), on the same terms and conditions as set forth in this Agreement. The Additional Notes shall mature on the then-current Maturity Date of the Notes issued on the Closing Date.

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3. Conditions of each Purchaser’s Obligation at the Closing. The obligation of each Purchaser to purchase and pay for the Notes by paying the “Purchase Price” set forth opposite such Purchaser’s name on Schedule 2.1, by wire transfer of immediately available funds to an account designated by the Company, is subject to the fulfillment as of the Closing Date of the following conditions to each Purchaser’s satisfaction in its sole discretion.

3.1 Representations, Warranties and Covenants; No Event of Default. The representations and warranties contained in Section 4 hereof shall be true, complete and correct in all material respects at and as of the Closing Date and there shall not exist any Default or Event of Default.

3.2 Closing Fees and Expenses. On or before the Closing Date, the Company shall have paid all documented fees, costs and expenses due and payable to each Purchaser under this Agreement and the other Investment Documents.

3.3 Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the transactions contemplated by this Agreement must be consummated at or prior to the Closing and all documents incidental thereto must be reasonably satisfactory in form and substance to each Purchaser and their respective counsel.

3.4 Due Diligence; No Adverse Change or Events. The initial Purchasers shall have completed their due diligence investigations of the Company, and the results thereof shall be satisfactory to each Purchaser in its reasonable discretion.

3.5 Modifications to Existing Funded Debt. The Company shall have amended Facility #3 and Facility #4 to (i) extend the maturity date of the loans thereunder to a date no earlier than October 9, 2026, or otherwise in a manner satisfactory to Purchasers or (ii) waive certain rights related thereto for Facility #4, in each case, as applicable and in a manner satisfactory to the Purchasers.

3.6 Closing Documents of the Company. The Company have delivered, or cause to be delivered, to each Purchaser or its counsel all of the following documents:

3.6.1 the Investment Documents, duly completed and executed by the Company;

3.6.2 certified copies of the resolutions duly adopted by the board of directors of the Company authorizing the execution, delivery and performance of the Investment Documents, together with a customary incumbency certificate and certified copies of the Constituent Documents of the Company, each as in effect at the Closing Date and recently dated good standing certificates of the Company issued by its jurisdiction of formation (if available);

3.6.3 copies of all third party and governmental consents, approvals and filings required in connection with the consummation of the transactions under Investment Documents (if any);

3.6.4 evidence extending the maturity date of the loans thereunder to a date no earlier than October 9, 2026, or otherwise in a manner satisfactory to Purchasers with respect to Facility #3;

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3.6.5 evidence of the waiver of demand rights or extending the maturity date of the loans thereunder to a date no earlier than October 9, 2026, or otherwise in a manner satisfactory to Purchasers with respect to, as applicable, with respect to Facility #4;

3.6.6 evidence of payment of the obligations related to each of Facility #2(a), Facility #2(b), Facility #3 and Facility #5, in each case, in the amounts set forth in the column “Repaid with Proceeds of Bridge” in Schedule 4.7; and

3.6.7 such other documents as any Purchaser or its counsel may reasonably request.

3.7 Compliance with Applicable Laws. The purchase of the Notes by the Purchasers hereunder shall be permitted by the Laws of the jurisdictions to which each respective Purchaser is subject.

3.8 No Material Adverse Effect. Since December 31, 2025, there shall not have occurred any event or condition that has caused or could reasonably be expected to cause a Material Adverse Effect.

3.9 Waiver. Any condition specified in this Section may be waived if consented to by each Purchaser; provided that no such waiver shall be effective against any Purchaser unless it is set forth in a writing executed by such Purchaser.

4. Representations and Warranties of the Company. As a material inducement to the Purchasers to enter into this Agreement and purchase the Notes hereunder, the Company hereby represents and warrants to the Purchasers as of the Closing Date as follows:

4.1 Due Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. The Company has the lawful power to own its properties and to engage in the business it conducts, and is duly qualified and in good standing as a foreign entity in the jurisdictions wherein any failure (individually or in the aggregate) to be so qualified could reasonably be expected to have a Material Adverse Effect.

4.2 No Conflicts. The making and performance of the Investment Documents will not (i) violate the Constituent Documents of the Company, (ii) violate any Laws, or (iii) result in a default under any contract, agreement, or instrument to which the Company is a party or by which the Company or any of its property is bound, in the case of (ii) and (iii), in any material respect.

4.3 Due Authorization; Enforceability. The Company has the power and authority to enter into and perform the Investment Documents and has taken all corporate action necessary to authorize the execution, delivery, and performance of such Investment Documents. The Investment Documents are valid, binding, and enforceable in accordance with their respective terms, subject to the general principles of equity (regardless of whether such question is considered in a proceeding in equity or at law) and to applicable bankruptcy, insolvency, moratorium, fraudulent or preferential conveyance and other similar Laws affecting generally the enforcement of creditors’ rights.

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4.4 Litigation. There is no pending or, to the Company’s knowledge, threatened order, notice, claim, litigation, proceeding or investigation against or affecting the Company or any of its Subsidiaries, whether or not covered by insurance, that could reasonably be expected to have a Material Adverse Effect.

4.5 Financial Statements. The Financial Statements have been prepared in all material respects in accordance with GAAP, in each case consistently applied (except, with respect to interim statements, for the absence of footnotes), and fully and fairly present in all material respects the financial condition of the Persons specified therein, at the dates thereof and the results of operations for the periods covered thereby.

4.6 Taxes. The Company and each of its Subsidiaries (i) has timely filed with the appropriate Governmental Authority all tax returns and other reports required by Law to be filed prior to the date hereof, (ii) has paid all Taxes, assessments, or other similar fees and charges prior to delinquency with respect to such tax returns, except any such Taxes which are being diligently contested in good faith by appropriate proceedings, and (iii) has made adequate provision in accordance with GAAP for the payment of all Taxes, assessments, or other similar fees and charges accruing but not yet due and payable. There is no controversy or objection pending, or to the knowledge of the Company, threatened in respect of any tax returns of the Company or any Subsidiary, that could reasonably be expected to result in a Material Adverse Effect.

4.7 Indebtedness. Except as set forth on Schedule 4.7, the Company has no Funded Debt outstanding.

4.8 Compliance with Laws; Consents; Governmental Approvals. The Company is in compliance in all material respects with all applicable Laws. Each consent, approval or authorization of, or filing, registration or qualification with, any Person required to be obtained or effected by the Company in connection with the execution and delivery of the Investment Documents, or the undertaking or performance of any obligation thereunder, has been duly obtained or effected.

4.9 No Default. No Default or Event of Default exists or would result from the incurrence by the Company of its obligations hereunder or under the Notes.

4.10 No Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.

5. Representations and Warranties of the Purchasers. Each Purchaser, severally and not jointly, hereby represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:

5.1 Due Organization and Qualification. Each Purchaser is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as now being conducted.

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5.2 Due Authorization; Enforceability. Each Purchaser has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance by each Purchaser of this Agreement have been duly authorized by all necessary action on the part of such Purchaser. This Agreement has been duly executed and delivered by each Purchaser and constitutes the legal, valid, and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity.

5.3 Accredited Investor. Each Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

5.4 Investment Intent. Each Purchaser is acquiring its Note for its own account for investment purposes only and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities laws. No Purchaser is acting as an underwriter or placement agent of the Notes for onward distribution to any other party. Each Purchaser acknowledges that the Notes have not been registered under the Securities Act or any state securities laws and may not be transferred or sold except pursuant to the registration provisions of the Securities Act or an applicable exemption therefrom and subject to applicable state securities laws.

6. Affirmative Covenants. So long as any of the Notes remain outstanding and prior to the payment in full of all of the Obligations (other than contingent indemnification obligations for which no claim has been made):

6.1 Reports, Certificates and Other Information. The Company shall furnish to each Purchaser, promptly from time to time, such information concerning the Company as any Purchaser may reasonably request; provided that 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 the Company believes constitutes “material non-public information” and to the extent that the Company files or furnishes information on the SEC’s edgar reporting system such information shall be deemed to be furnished to each Purchaser.

6.2 Minimum Cash. The Company shall maintain Minimum Cash at all times.

6.3 Taxes; Copies of Returns. The Company will pay, and will cause each Subsidiary to pay, when due and payable, all Taxes, assessments, or other similar fees and charges imposed upon it or on any of its property or which it is required to withhold or pay over, before the same shall become a Lien (other than a Permitted Lien), except where such amounts are being contested in good faith by appropriate proceedings and to the extent adequate reserves have been established in accordance with GAAP.

6.4 Maintenance of Existence; Compliance with Laws; Licenses. The Company will take all necessary steps to renew, keep in full force and effect, and preserve its existence, good standing, and franchises, and will comply in all material respects with all present and future Laws applicable to it.

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6.5 Use of Proceeds. The Company shall use the proceeds of the Notes solely for general corporate purposes, including the repayment of certain indebtedness incurred with respect to Facility #2(a), Facility #2(b), Facility #3 and Facility #5, in each case, in the amount set forth in the column “Repaid with Proceeds of Bridge” in Schedule 4.7.

7. Negative Covenants. So long as any of the Notes remain outstanding and prior to the payment in full of all of the Obligations (other than contingent indemnification obligations for which no claim has been made):

7.1 Merger, Reorganization or Acquisition. The Company shall not, and shall not permit its Subsidiaries to enter into any merger, acquisition, consolidation, reorganization or recapitalization.

7.2 Sale of Assets. The Company shall not, and shall not permit its Subsidiaries to sell, transfer, lease or otherwise dispose of all or any material part of its assets; provided, however, the Company and its Subsidiaries may in the ordinary course of business sell and replace damaged, obsolete or worn equipment with equipment of similar value and use.

7.3 Encumbrances. The Company shall not, and shall not permit its Subsidiaries to sell, mortgage, pledge, grant or permit to exist any Liens (other than customary statutory, governmental, judgement, supplier, purchase money and other technical Liens imposed in the ordinary course of business and not in connection with any Funded Debt) upon any of its assets of any kind, now owned or hereafter acquired.

7.4 Incurrence of Debt; Payment and Modifications of Debt.

7.4.1 The Company shall not, and shall not permit its Subsidiaries to sell, incur, create, assume, or permit to exist any Funded Debt except (i) the Obligations, (ii) Funded Debt as in existence on the date hereof and described on Schedule 4.7, (iii) any Qualified Financing and (iv) any Equity Financing entered into with a Purchaser, an Affiliate thereof or their designees.

7.4.2 The Company shall not make any payments on any existing Funded Debt or any Qualified Financing except regularly scheduled interest (and, with respect to Facility #2(b), scheduled amortization) payments.

7.5 Affiliate Transactions. The Company shall not, directly or indirectly, enter into or permit to exist any transaction with any Affiliate on terms that are less favorable to the Company than those that would be obtainable at the time from any Person who is not an Affiliate.

7.6 Company Distributions. The Company shall not make any Distributions.

7.7 Modification to Certain Documents. The Company shall not amend or otherwise modify, or waive any rights under any provisions of the Constituent Documents of the Company or any of its Subsidiaries in any way which would reasonably be expected to materially adversely affect the interests of the Purchasers. The Company shall not amend or modify any existing Funded Debt owed to an Affiliate or other related party in a manner that is favorable to such Affiliate or related party.

7.8 Equity Issuance. The Company shall not enter into an Equity Issuance unless the Company has entered into an Equity Financing with a Purchaser, an Affiliate thereof or their designees.

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Redemption.

8.1 Scheduled Payments. On the Maturity Date, the Company shall pay the outstanding principal amount of this Note, together with all accrued and unpaid interest thereon.

8.2 Optional Redemption. The Company may, at any time and from time to time without premium or penalty, prepay all or any portion of the outstanding principal amount of the Notes, pro rata among the holders of the Notes on the basis of the outstanding principal amount of the Note held by each holder.

8.3 Mandatory Redemption.

8.3.1 The Company shall mandatorily prepay the Notes in an amount equal to 50% of the gross cash proceeds of any Qualified Financing or Equity Issuance received by the Company, immediately upon receipt of any cash proceeds from such Qualified Financing or Equity Issuance, as applicable.

8.3.2 The Company shall mandatorily prepay the Notes in an amount equal to 20% of the gross cash proceeds received by the Company in any drawdown, advance, sale of securities or other borrowing under any Equity Financing immediately upon receipt of any cash proceeds from such Equity Financing.

8.3.3 In connection with each prepayment of principal pursuant to this Section 8.3, the Company shall also pay all accrued and unpaid interest on the principal amount of the Notes being repaid.

8.3.4 All redemption payments under this Section 8 shall be applied to the Notes on a pro rata basis based on the outstanding principal amounts of the Notes held by each Purchaser at the time of such payment.

Transfer of Restricted Securities.

9.1 General Provisions. Restricted Securities are transferable only pursuant to: (i) public offerings registered under the Securities Act; (ii) Rule 144 or Rule 144A promulgated under the Securities Act (or any similar rule or rules then in force) if such rule is available; or (iii) subject to compliance with applicable securities Laws, any other legally available means of transfer.

9.2 Information Requests. Upon the reasonable request of any Purchaser, the Company shall promptly supply to any Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer hereof.

9.3 Legend Removal. If any Restricted Securities become eligible for sale pursuant to Rule 144(b)(1), the Company shall, upon the request of the holder of such Restricted Securities, remove the legend set forth below from the certificates for such Restricted Securities.

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Events of Default.

10.1 An event of default (“Event of Default”) shall be deemed to have occurred if:

10.1.1 Non-Payment of the Notes. The Company fails to pay (a) any principal when due under the Notes as and when provided thereunder or (b) any interest or other amounts when due under the Notes or under any other Investment Document as and when provided thereunder and such failure shall continue unremedied for three (3) Business Days.

10.1.2 Default and Acceleration of Other Debt. Any default shall occur under the terms applicable to any Funded Debt individually or in an aggregate amount (for all such Funded Debt so affected and including amounts owing to all creditors under any credit arrangement) exceeding $100,000 and such default shall cause such Funded Debt to become due and payable (or require the Company to purchase or redeem such Funded Debt or post cash collateral in respect thereof) prior to its expressed maturity.

10.1.3 Bankruptcy, Insolvency, etc. The Company becomes insolvent or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or the Company applies for, consents to, or acquiesces in the appointment of a trustee, receiver or other custodian for the Company or any of its property, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for the Company or for a substantial part of the property of the Company and is not discharged within 60 days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency Law, or any dissolution or liquidation proceeding, is commenced in respect of the Company, and if such case or proceeding is not commenced by the Company, it is consented to or acquiesced in by the Company, or remains for 60 days undismissed; or the Company takes any action to authorize, or in furtherance of, any of the foregoing.

10.1.4 Non-Compliance with Investment Documents. (a) Failure by the Company to comply with or to perform any affirmative or negative covenant set forth herein or (b) failure by the Company to comply with or to perform any other provision of this Agreement or any other Investment Document (and not constituting an Event of Default under any other provision of this Section for which no other grace period is specified) and continuance of such failure described in this clause (b) for 5 consecutive days.

10.1.5 Representations; Warranties. Any representation or warranty made by the Company herein or any other Investment Document is breached or is false or misleading in any material respect (without duplication of materiality qualifiers) on or as of the date made or deemed made, or any schedule, certificate, financial statement, report, notice or other writing furnished by the Company to any Purchaser in connection herewith is false or misleading in any material respect (without duplication of materiality qualifiers) on the date as of which the facts therein set forth are stated or certified.

10.1.6 Judgments. Final judgments (unless covered by insurance without a reservation of rights by the applicable insurer) which exceed $100,000 individually or in the aggregate shall be rendered against the Company and shall not have been paid, discharged or vacated or had execution thereof stayed pending appeal within 60 days after entry or filing of such judgments.

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10.1.7 Change in Control. A Change in Control shall occur.

10.1.8 Minimum Cash**.** The Company fails to maintain Minimum Cash.

10.2 Consequences of Events of Default.

10.2.1 Upon the occurrence and during the continuance of an Event of Default, Interest on all outstanding amounts under the Notes shall accrue at the Default Rate.

10.2.2 If an Event of Default of the type described in Section 10.1.3 has occurred and is continuing, then the aggregate outstanding principal amount of all of the Notes (together with all accrued interest thereon and all other amounts due and payable with respect thereto) shall become immediately due and payable without any action on the part of the holders thereof, and the Company shall immediately pay to the holders of such Notes all amounts due and payable with respect thereto.

10.2.3 If an Event of Default (other than under Section 10.1.3) has occurred and is continuing, then the Required Purchasers may declare all or any portion of the outstanding principal amount of the Notes (together with all accrued interest thereon and all other amounts due and payable with respect thereto) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of the Notes (together with all such other amounts then due and payable) owned by such holder or holders. The Company shall give prompt written notice of any such demand to the other holders of Notes, each of which may demand immediate payment of all or any portion of such holder’s Note and any notes issued in exchange for any Notes. If any holder or holders of the Notes demand immediate payment of all or any portion of the Notes, the Company shall immediately pay to such holder or holders all amounts due and payable with respect thereto.

Miscellaneous.

11.1 Expenses. The Company shall, and shall cause each of its Subsidiaries to, pay, and hold the Purchasers and all holders of Notes harmless against liability for the payment of, and reimburse on demand: (i) all reasonable and documented out of pocket costs and expenses incurred by each of them in connection with their due diligence review of the Company, the preparation, negotiation, execution and interpretation of the Investment Documents, the Notes and the agreements contemplated hereby and thereby, and the consummation of all of the transactions contemplated hereby and thereby (including all reasonable and documented out of pocket fees and expenses of legal counsel and accountants), not to exceed US$25,000, which costs and expenses shall be payable at the Closing or, if the Closing does not occur or such costs and expenses are not invoiced prior to the Closing, payable upon demand; (ii) all reasonable and documented out of pocket fees and expenses incurred with respect to any amendments or waivers (whether or not the same become effective) under or in respect of each of the Investment Documents, and the other agreements and instruments contemplated hereby and thereby; and (iii) the reasonable and documented out of pocket fees and expenses incurred with respect to the interpretation and enforcement of the rights granted under the Investment Documents, Notes, and the agreements or instruments contemplated hereby and thereby (including reasonable costs of collection). If the Company fails to pay when due any amounts due the Purchasers or fails to comply with any of its obligations pursuant to this Agreement or any other agreement, document or instrument executed or delivered in connection herewith, the Company shall, upon demand by the Purchasers, pay to the Purchasers such further amounts as shall be sufficient to cover the reasonable and documented costs and expenses (including, but not limited to reasonable and documented out of pocket attorneys’ fees) incurred by or on behalf of the Purchasers in collecting all such amounts due or in otherwise enforcing the Purchasers’ rights and remedies hereunder.

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11.2 Remedies. Each holder of Notes shall have all rights and remedies set forth in the Investment Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any Law. No remedy hereunder or thereunder conferred is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or thereunder or now or hereafter existing at law or in equity or by statute or otherwise. Any Person having any rights under any provision of the Investment Documents shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of the Investment Documents and to exercise all other rights granted by Law.

11.3 Purchaser’s Investment Representations. Each Purchaser, severally and not jointly, hereby represents that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities Laws or any applicable state securities Laws; provided, that nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 9 hereof. Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.”

11.4 Amendments and Waivers. Except as otherwise expressly provided herein, the provisions of this Agreement and the provisions of the Notes may be amended or waived (including the occurrence and/or continuance of an Event of Default) only if Company has obtained the written consent of the Required Purchasers; provided, that without the written consent of each Purchaser no such amendment shall change: (i) the rate at which or the manner in which interest accrues on the Notes or the time at which such interest becomes payable; (ii) any provision governing the scheduled payments or prepayments of principal on the Notes; (iii) the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver. No other course of dealing between the Company and the holder of any Note or any delay in exercising any rights hereunder or under the Notes or the Constituent Documents of the Company shall operate as waiver of any rights of any such holders.

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11.5 Survival of Agreement. All covenants, representations and warranties contained in the Investment Documents or made in writing by the Company in connection herewith or therewith shall survive the execution and delivery of the Investment Documents and the consummation of the transactions contemplated hereby and thereby, regardless of any investigation made by any Purchaser or on its behalf. In addition, the obligations of the Company pursuant to Sections 11.1, 11.15 and 11.16 shall survive the repayment of all amounts payable pursuant to this Agreement and the Notes.

11.6 No Setoffs, etc. All payments hereunder and under the Notes shall be made by the Company without setoff, offset, deduction or counterclaim, free and clear of all Taxes, levies, imports, duties, fees and charges, and without any withholding, restriction or conditions imposed by any Governmental Authority. If the Company shall be required by any Law to deduct, setoff or withhold any amount from or in respect of any payment to any Purchaser hereunder or under the Notes, then the amount so payable to such Purchaser shall be increased as may be necessary so that, after making all required deductions, setoffs and withholdings, such Purchaser shall receive an amount equal to the sum they would have received had no such deductions, setoffs or withholding been made.

11.7 Successors and Assigns. All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether or not so expressed; provided, that the Company shall not be permitted to assign or delegate its rights or obligations under this Agreement or the Notes. Each Purchaser may at any time sell or assign to any Person all, or a proportionate part of all, of its rights and obligations under this Agreement and its Notes in accordance with the terms hereof. In addition, and whether or not any express assignment has been made, the provisions of this Agreement which are for any Purchaser’s benefit as a purchaser or holder of Notes are also for the benefit of, and enforceable by, any subsequent holder of the same. Except as otherwise expressly provided herein, nothing expressed in or implied from any Investment Document is intended to give, or shall be construed to give, any Person, other than the parties hereto and thereto and their permitted successors and assigns, any benefit or legal or equitable right, remedy or claim under or by virtue of this Agreement or any such other document.

11.8 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement and shall be reformed and enforced to the maximum extent permitted under applicable Law.

11.9 Counterparts; Electronic Signatures. This Agreement and the other Investment Documents may be executed in any number of counterparts and by different parties to this Agreement in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement, the Investment Documents, and the transactions contemplated hereby or thereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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11.10 Descriptive Headings. The descriptive headings of this Agreement and the Notes are inserted for convenience only and do not constitute a substantive part of this Agreement.

11.11 Governing Law. The construction, validity, enforcement and interpretation of this Agreement and the schedules hereto and the exhibits hereto shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions.

11.12 Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid), mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid or sent via email to the address set forth below with a copy mailed to the recipient as set forth above. Such notices, demands and other communications shall be sent to the Purchasers and to the Company at the addresses indicated below or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party:

To the Company:

[***]

with a copy to (which shall not constitute notice):

[***]

To the Purchasers:

[***]

with a copy to (which shall not constitute notice):

[***]

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11.13 Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The parties intend that each representation, warranty and covenant contained herein shall have independent significance. If any party has breached any representation, warranty or covenant contained herein in any respect or any Event of Default shall occur, the fact that there exists another representation, warranty or covenant or Event of Default relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant or that the first Event of Default shall have occurred.

11.14 Complete Agreement. This Agreement, the Notes and the other documents expressly referred to herein embody the complete agreement and understanding among the parties and supersede any prior agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

11.15 Indemnification. The Company shall defend, protect and indemnify the Purchasers and each other holder of Notes and all of their officers, managers, directors, stockholders, members, partners, limited partners, Affiliates, employees, agents, representatives, successors and assigns (collectively, the “Indemnitees”), and save and hold each of them harmless from and against, and pay on behalf of or reimburse such part, on demand as and when incurred, any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), including reasonable and documented out of pocket attorneys’ fees and disbursements, interest and penalties and all amounts paid in investigation, defense or settlement of any of the foregoing and claims relating to any of the foregoing (the “Indemnified Liabilities”), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to any Investment Document and the transactions contemplated thereby, except to the extent any such Indemnified Liabilities are caused by the particular Indemnitee’s gross negligence or willful misconduct to the extent determined by a final, non-appealable judgment by a court of competent jurisdiction.

11.16 Payment Set Aside. To the extent that any payment or payments are made to any Purchaser hereunder or under the Notes or such Purchaser enforces its rights or exercises its right of setoff hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or setoff 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 such payor, 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.

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11.17 Jurisdiction and Venue; Process Agent.

11.17.1 Jurisdiction and Venue. Each of the parties: (i) submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, County of New York, State of New York in any legal suit, action or proceeding arising out of or relating to this Agreement, the Notes; and (ii) agrees that all claims in respect of the action or proceeding may be heard or determined in any such court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 10.12, except with respect to the Company, for which notice will be given to the Process Agent. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law.

11.17.2 Process Agent. The Company hereby designates, appoints, and empowers Cogency Global Inc. (the “Process Agent”) with offices as of the date of this Agreement at 122 East 42^nd^ Street, 18^th^ Floor, New York, NY 10168 as its authorized agent to receive for and on its behalf service of summons or other legal process in any such action, suit or proceeding in the State of New York. Such service may be made personally or by mailing or delivering a copy of such process to the Company, in care of the Process Agent at the Process Agent’s above address, and the Company hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Service upon the Process Agent shall be deemed to be personal service on the Company and shall be legal and binding upon the Company for all purposes notwithstanding any failure to mail copies of such legal process to the Company or any failure on the part of the Company to receive the same, and shall be deemed completed upon the delivery thereof to the Process Agent whether or not the Process Agent shall give notice thereof to the Company or upon the earliest other date permitted by applicable Law (including the United States Foreign Sovereign Immunities Act).

11.18 Waiver of Right to Jury Trial. THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF EACH OF ITS SUBSIDIARIES, AND EACH HOLDER OF NOTESHEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTIONWITH, OR ARISING OUT OF THIS AGREEMENT, THE NOTES OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF. THECOMPANY, ON ITS OWN BEHALF AND ON BEHALF OF EACH OF ITS SUBSIDIARIES, AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THISAGREEMENT AND ACKNOWLEDGES THAT THE PURCHASERS WOULD NOT PURCHASE THE NOTES HEREUNDER IF THIS SECTION WERE NOT PART OF THIS AGREEMENT.

11.19 Several Liability of Purchasers. The liabilities and obligations of the Purchasers under the Investment Documents, including, but not limited to, the Purchasers’ obligation to purchase the Notes hereunder are several obligations of the Purchasers. No Purchaser shall have any obligation or liability arising under any Investment Document or otherwise as a result of any other Purchaser’s breach or default hereunder or thereunder.

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INWITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

COMPANY:	KNOREX LTD.
	By:	/s/<br> Khar Heng Choo
	Name:	Khar<br> Heng Choo
	Title:	CEO

PURCHASER:	TQ MASTER FUND LP
	By:	TQ<br> Fund GP LLC
	Its:	General<br> Partner
	By:	/s/<br> Tanvir Kirpalani
	Name:	Tanvir<br> Kirpalani
	Title:	Authorized<br> Signatory
PURCHASER:	NORTH COMMERCE PARKWAY CAPITAL LP
---	---	---
	By:	NCPC<br> GP LLC
	Its:	General<br> Partner
	By:	/s/<br> Jordan Abisch
	Name:	Jordan<br> Abisch
	Title:	Managing<br> Partner

SCHEDULE2.1

PURCHASERS

SCHEDULE4.7

DEBT

EXHIBITA

Formof Note

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.

SENIOR NOTE

____________,<br> 20__	$______________

KNOREX Ltd., a [●] (the “Company”), hereby promise to pay to _______________, a __________________, and its assigns (the “Purchaser”), the principal amount of $__________________, together with interest thereon calculated in accordance with the provisions of this Senior Note (this “Note”).

This Note was issued pursuant to that certain Note Purchase Agreement, dated as of March 31, 2026 (as amended, modified, restated or amended and restated from time to time, the “Purchase Agreement”), among the Company and the Purchasers parties thereto, and this Note is one of the “Notes” referred to in the Purchase Agreement. The Purchase Agreement contains terms governing the rights of the holder of this Note. Unless otherwise indicated herein, capitalized terms used in this Note have the same meanings set forth in the Purchase Agreement. This Note is an unsecured senior obligation of the Company, ranking senior in right of payment to all subordinated indebtedness of the Company and pari passu with all other Notes issued under the Purchase Agreement.

1.	Interest.<br> Interest shall accrue on the outstanding principal amount of this Note at the Interest Rate,<br> computed on the basis of a 360-day year of twelve 30-day months, and shall be paid in full<br> on the Maturity Date or as otherwise set forth in the Purchase Agreement. Upon the occurrence<br> and during the continuance of an Event of Default, interest shall accrue at the Default Rate.
2.	Optional Redemption. The Company may redeem this Note in whole or in part at any time in accordance<br> with Section 8.2 of the Purchase Agreement.
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3.	Mandatory Redemption. The Company shall redeem this Note in whole or in part from time to time<br> in accordance with Section 8.3 of the Purchase Agreement.
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4.	Payments.<br> The Company will pay all sums becoming due under this Note on the date such payment is due<br> not later than noon (New York local time) at the address specified for the holder of the<br> Note on Annex I or by wire transfer in U.S. Dollars of immediately available funds to an<br> account designated by the holder in writing to the Company, or at such other address or in<br> such other form as the holder may designate from time to time by notice to the Company. Funds<br> received by the holder after that time on such due date will be deemed to have been paid<br> by the Company on the next succeeding Business Day and shall bear interest at the Interest<br> Rate. All payments by the Company will be made without presentment and without notations<br> being made thereon, and free of any defense, set-off or counterclaim.
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5.	Amendment and Waiver. This Note may be amended only in accordance with Section 11.4 of the Note<br> Purchase Agreement.
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6.	Usury Laws. It is the intention of the Company and the holder of this Note to conform strictly<br> to all applicable usury Laws now or hereafter in force, and any interest payable under this<br> Note shall be subject to reduction to the amount not in excess of the maximum legal amount<br> allowed under the applicable usury Laws as now or hereafter construed by the courts having<br> jurisdiction over such matters. Any interest in excess of the maximum amount permitted by<br> Law shall be credited on the principal amount of this Note, or if this Note has been paid,<br> then the excess shall be rebated to the Company.
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7.	Governing Law. The construction, validity, enforcement and interpretation of this Note shall be<br> governed by, and construed in accordance with, the Laws of the State of New York, without<br> giving effect to any choice of law or conflict of law rules or provisions.
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8.	Replacement.<br> Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the holder<br> of this Note shall be deemed satisfactory) of the ownership and the loss, theft, destruction<br> or mutilation of this Note, and in the case of any such loss, theft or destruction, upon<br> receipt of indemnity reasonably satisfactory to the Company, or, in the case of any such<br> mutilation upon surrender of this Note, the Company shall (at its expense) execute and deliver,<br> in lieu thereof, a new Note of like kind representing the same rights represented by such<br> lost, stolen, destroyed or mutilated Note and dated the date of such lost, stolen, destroyed<br> or mutilated Note.
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IN WITNESS WHEREOF, the undersigned have executed and delivered this Note on the date first written above.

KNOREX LTD.
By:
Name:
Title:

AnnexI

Exhibit10.2

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (the “Agreement”), dated as of March 31, 2026, is made by and between RK Capital Management LLC, a Florida limited liability company, North Commerce Parkway Capital LP, a Delaware limited partnership, and TQP Holdings LLC, a Delaware limited liability company (each, the “Investor”), and KNOREX, Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $50 million in aggregate gross purchase price of newly issued fully paid shares of the Company’s Class A ordinary shares, par value $0.0005 per share (the “Ordinary Shares”);

WHEREAS, the Ordinary Shares are listed for trading on the NYSE American Market under the symbol “KNRX”;

WHEREAS, the offer and sale of the Ordinary Shares issuable hereunder to the Investors will be made in reliance upon Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated by the Securities and Exchange Commission (“Regulation D”) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder; and

WHEREAS, the Parties are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit A hereto (the “Registration Rights Agreement”), pursuant to which the Company shall register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), upon the terms and subject to the conditions set forth therein.

NOW,THEREFORE, the Parties hereto agree as follows:

Article I

CERTAIN DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof, or as otherwise set forth in this Agreement.

Article II

SHARE PURCHASES

Section 2.01 Share Purchases. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the Company, at its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall subscribe for and purchase from the Company, Shares by the delivery to the Investor of Purchase Notices on the following terms:

(a) Purchase Notice. At any time during the Commitment Period, subject to the satisfaction or waiver by the Investor of the conditions set forth in Annex II and following the receipt by the Investor of confirmation that the transfer agent of the Company has credited the Investor’s account as set forth in Section 2.01(b) below, the Company may require the Investor to purchase Shares by delivering a Purchase Notice or Intraday Purchase Notice to the Investor. The Company shall, in its sole discretion, select the number of Ordinary Shares to be sold, not to exceed the Maximum Purchase Amount (unless otherwise agreed to in writing by the Company and the Investor), it desires to issue and sell to the Investor in each Purchase Notice or Intraday Purchase Notice. There shall be no non-usages fee for not utilizing the Commitment Amount or any part thereof. Notwithstanding the foregoing, the Company shall not deliver any Purchase Notices or Intraday Purchase Notices during the PEA Period.

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(b) Date of Delivery of Purchase Notice. Purchase Notices shall be delivered in accordance with the instructions set forth on the bottom of Exhibit B attached hereto. A Purchase Notice shall be deemed delivered on (i) the day upon which the Investor has received confirmation that the transfer agent of the Company has credited the Investor’s account (or its designee’s account) at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto with a number of Ordinary Shares equal to the number of Ordinary Shares set forth in the Purchase Notice, if such confirmation is received on or prior to 9:30 a.m. Eastern Time on a Trading Day, or (ii) the first Trading Day immediately following the date of the Investor’s receipt of such confirmation if received after 9:30 a.m. Eastern Time on a Trading Day, or on any day that is not a Trading Day, provided that upon mutual consent of the Company and the Investor, a Purchase Notice that is delivered after 9:30 a.m. Eastern Time may be deemed to have been delivered prior to 9:30 a.m. Eastern Time of such day. Upon receipt of a Purchase Notice, the Investor shall promptly provide written confirmation (which may be by e-mail) of receipt of such Purchase Notice. The Investor shall have the right, in its sole discretion, to designate the account into which the Ordinary Shares to be issued pursuant to any Purchase Notice shall be deposited. The designated account for settlement shall be specified in the applicable Settlement Document delivered by the Investor, or as otherwise instructed by the Investor via email, and shall govern the delivery of Shares related to the immediately following Purchase Notice. For the avoidance of doubt, if the Purchase Notice is adjusted pursuant to the Settlement Document, such Purchase Notice will be deemed to have been delivered at the time of the initial Purchase Notice that was so adjusted for purposes of this Section 2.01. The Company shall comply with such instructions, provided they are received in a timely manner and the designated account is capable of receiving Shares through the Depository Trust Company or another mutually agreed-upon delivery method.

(c) Intraday Purchase Notice. Notwithstanding Section 2.01(b) hereto, the Company may deliver a Purchase Notice designated as an intraday Purchase Notice to the Investor to purchase Shares on any Trading Day at or after 9:30 a.m. but prior to 4:00 p.m. Eastern Time (an “Intraday Purchase Notice”), and upon receipt of such notice, the Investor may, at its sole discretion, accept or reject such Intraday Purchase Notice. In the event that the Investor accepts an Intraday Purchase Notice, such Intraday Purchase Notice shall be deemed to be delivered at the Intraday Commencement Time, and any purchases made by the Investor pursuant to the Intraday Purchase Notice shall be made at the Intraday Purchase Price. For the avoidance of doubt, in the event the Investor accepts an Intraday Purchase Notice, the Company shall be required to comply with all obligations set forth in this Agreement as if a Purchase Notice is delivered, except for the obligation to confirm delivery of the Shares by the transfer agent prior to the commencement of the Pricing Period as set forth in Section 2.01(b) herein.

(d) Promissory Note Set-Off. The Investor may, at its sole election, pay the aggregate purchase price for the Shares to be issued pursuant to an Investor Notice or Intraday Purchase Notice, as applicable, by (x) offsetting the amount of the aggregate purchase price to be paid by the Investor against an amount outstanding under the Promissory Note (first towards accrued and unpaid interest, if any, then towards principal) equal to 20% of such aggregate purchase price for the Shares and (y) remitting payment of the remaining 80% of such aggregate purchase price for the Shares to the Company in accordance with Section 2.04.

Section 2.02 Purchase Notice Limitations. Regardless of the number of Shares requested by the Company in a Purchase Notice or Intraday Purchase Notice, the final number of Shares to be issued and sold pursuant to such Purchase Notice or Intraday Purchase Notice shall be reduced (if at all) in accordance with each of the following limitations:

(a) Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform the Company in writing (which may be by e-mail) of the number of Ordinary Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm in writing (which may be by e-mail) to the Investor the number of Ordinary Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Shares under this Agreement which, when aggregated with all other Ordinary Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 4.99% of the then outstanding voting power or number of Ordinary Shares (the “Ownership Limitation”). In connection with each Purchase Notice or Intraday Purchase Notice, any portion of Shares requested to be purchased in such Purchase Notice or Intraday Purchase Notice that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company or the Investor, and such Purchase Notice or Intraday Purchase Notice shall be deemed automatically modified to reduce the number of Shares requested to be purchased by an amount equal to such withdrawn portion; provided, that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event, including the number of Shares affected by such withdrawal or modification.

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(b) Registration Limitation. In no event shall the number of Shares included in a Purchase Notice or Intraday Purchase Notice exceed the number of Ordinary Shares registered in respect of the transactions contemplated hereby under the Registration Statement then in effect (the “Registration Limitation”). In connection with each Purchase Notice or Intraday Purchase Notice, any portion of the number of Shares requested to be purchased that would exceed the Registration Limitation shall automatically be withdrawn with no further action required by the Company or the Investor, and such Purchase Notice or Intraday Purchase Notice shall be deemed automatically modified to reduce the aggregate amount of Shares requested in such Purchase Notice or Intraday Purchase Notice by an amount equal to such withdrawn portion; provided, that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event, including the number of Shares affected by such withdrawal or modification.

(c) Compliance with Rules of Principal Market. Notwithstanding anything to the contrary herein, the Company shall not effect any sales under this Agreement and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement would exceed 19.99% of the aggregate number of Common Shares issued and outstanding as of the Effective Date of this Agreement, which number shall be reduced, on a share-for-share basis, by the number of Common Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under the applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”); provided, however, that the Exchange Cap will not apply if (a) the Company’s stockholders have approved the issuance of Common Shares pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market, (b) the Average Price of all applicable sales of Common Shares hereunder (including any sales covered by a Purchase Notice that has been delivered prior to the determination of whether this clause (b) applies) equals or exceeds the lower of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the Effective Date; or (ii) the average Nasdaq Official Closing Price for the five Trading Days immediately preceding the Effective Date, or (c) the Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and has provided to the Principal Market a written representation that neither the laws, rules, regulations, nor customs of its home country require stockholder approval for the issuance of Ordinary Shares in excess of the Exchange Cap, in each case in compliance with the applicable home country exemption provisions of the rules of the Principal Market. In connection with each Purchase Notice, any portion of the number of Shares requested to be purchased that would exceed the Exchange Cap shall automatically be withdrawn with no further action required by the Company or the Investor, and such Purchase Notice shall be deemed automatically modified to reduce the aggregate amount of Shares requested in such Purchase Notice by an amount equal to such withdrawn portion in respect of each Purchase Notice.

(d) Volume Limitation. In connection with a Purchase Notice where the Company selects an Option 1 Pricing Period, if the total number of Ordinary Shares traded on the Principal Market during the applicable Pricing Period is less than the Volume Threshold, then the number of Ordinary Shares issued and sold pursuant to such Purchase Notice shall be reduced to the greater of (a) 30% of the trading volume of the Ordinary Shares on the Principal Market during such Pricing Period as reported by Bloomberg L.P. or such other exchange data vendor authorized by the Principal Market to distribute official market data, or (b) the number of Ordinary Shares sold by the Investor during such Pricing Period, but in each case not to exceed the amount requested in the Purchase Notice.

(e) In the event that trading of Ordinary Shares on the Principal Market is halted, suspended, or materially disrupted during the Pricing Period, the Investor may, at its sole discretion, adjust in good faith and with the consent of the Company, which consent shall not be unreasonably withheld, the Pricing Period or the number of Shares to be purchased herein as may be reasonably necessary to account for such event.

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Section 2.03 Unconditional Contract. Notwithstanding any other provision in this Agreement, the Company and the Investor acknowledge and agree that upon the Investor’s receipt of a valid Purchase Notice or Intraday Purchase Notice from the Company the Parties shall be deemed to have entered into an unconditional contract binding on both Parties for the purchase and sale of Shares pursuant to such Purchase Notice or Intraday Purchase Notice in accordance with the terms of this Agreement and (i) subject to Applicable Laws and (ii) subject to Section 6.19, the Investor may sell Ordinary Shares after receipt of a Purchase Notice or Intraday Purchase Notice, including during a Pricing Period.

Section 2.04 Closings. The sale and purchase of Shares pursuant to a Purchase Notice or Intraday Purchase Notice (each, a “Closing”) shall take place as soon as practicable on each applicable Purchase Date in accordance with the procedures set forth below. The Company acknowledges that the Purchase Price is not known at the time a Purchase Notice or Intraday Purchase Notice is delivered but shall be determined on each Closing based on the daily prices of the Ordinary Shares that are the inputs to the determination of the Purchase Price. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below:

(a) On the Purchase Date, the Investor shall deliver to the Company a written document, in the form attached hereto as Exhibit C (each a “Settlement Document”), setting forth the final number of Shares to be purchased by the Investor (taking into account any adjustments pursuant to the terms hereof), the Market Price, the Purchase Price, the aggregate proceeds to be paid by the Investor to the Company (taking into account any set-off pursuant to Section 2.01(d)), and a report by Bloomberg, L.P. (or such other exchange data vendor authorized by the Principal Market to distribute official market data) indicating the VWAP for each of the Trading Days during the Pricing Period, in each case in accordance with the terms and conditions of this Agreement.

(b) Promptly after receipt of the Settlement Document with respect to each Purchase Notice or Intraday Purchase Notice (and, in any event, not later than one Trading Day after such receipt), to the extent such Shares have not already been delivered to the Investor, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares to be purchased by the Investor (as set forth in the Settlement Document) by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to the Investor that such share transfer has been requested. Promptly after delivery of the Settlement Document, or to the extent such Shares have not already been delivered to the Investor, promptly upon receipt of such Shares, the Investor shall pay to the Company the aggregate Purchase Price of the Shares, taking into account any set-off pursuant to Section 2.01(d) (as set forth in the Settlement Document), in cash in immediately available funds to an account designated by the Company in writing and transmit notification to the Company that such funds transfer has been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. To facilitate the transfer of the Ordinary Shares by the Investor, the Ordinary Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Ordinary Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Ordinary Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). To the extent that the number of Shares delivered to the Investor exceeds the number of shares to be purchased by the Investor in the Settlement Document (any such shares, the “Excess Shares”), the Investor will promptly instruct the Company’s transfer agent to return any such Excess Shares to the Company.

(c) On or prior to the Purchase Date, each of the Company and the Investor shall deliver to the other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

(d) If on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that any pending sale of Shares pursuant to a Purchase Notice or Intraday Purchase Notice shall end and the final number of Shares to be purchased by the Investor at the Closing for such Purchase Notice or Intraday Purchase Notice shall be equal to the number of Ordinary Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

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Section 2.05 Hardship.

(a) In the event the Investor sells Ordinary Shares after receipt of a Purchase Notice or Intraday Purchase Notice and the Company fails to perform its obligations as mandated in this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in this Agreement and in addition to any other remedy to which the Investor is entitled at law or in equity, including, without limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges that irreparable damage may occur in the event of any such default. It is accordingly agreed that the Investor shall be entitled to an injunction or injunctions to prevent such breaches of this Agreement and to specifically enforce (subject to Applicable Laws and the rules of the Principal Market), without the posting of a bond or other security, the terms and provisions of this Agreement.

Article III

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor hereby makes the following representations, warrants, and covenants to the Company:

Section 3.01 Organization and Authorization. Each Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has the requisite limited liability company or equivalent power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party and to purchase or acquire the Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of the Transaction Documents to which it is a party by each Investor, the performance by each Investor of its obligations hereunder and the consummation by each Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of each Investor. The undersigned has the right, power and authority to execute and deliver the Transaction Documents to which it is a party and all other instruments on behalf of each Investor or its respective shareholders. This Agreement and the Transaction Documents to which it is a party have been duly executed and delivered by each Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of each Investor, enforceable against each Investor in accordance with its terms.

Section 3.02 Evaluation of Risks. Each Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Shares and of protecting its interests in connection with the transactions contemplated hereby. Each Investor acknowledges and agrees that its investment in the Company involves a high degree of risk, and that the Investor may lose all or a part of its investment.

Section 3.03 No Legal, Investment or Tax Advice from the Company. Each Investor acknowledges that it had the opportunity to review the Transaction Documents and the transactions contemplated by the Transaction Documents with its own legal counsel and investment and tax advisors. Each Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Shares hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction, and each Investor acknowledges that it may lose all or a part of its investment.

Section 3.04 Investment Purpose. Each Investor is acquiring the Shares for its own account, for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, in violation of the Securities Act; provided, however, that by making the representations herein, each Investor does not agree, or make any representation or warranty, to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with, or pursuant to, a registration statement filed pursuant to the Registration Rights Agreement or an applicable exemption under the Securities Act. No Investor presently has any agreement or understanding, directly or indirectly, with any Person to sell or distribute any of the Shares. Each Investor is acquiring the Shares hereunder in the ordinary course of its business. Each Investor acknowledges that it will be disclosed as an “underwriter” and a “selling stockholder” in each Registration Statement and in any prospectus contained therein to the extent required by applicable law and to the extent the prospectus is related to the resale of Registrable Securities.

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Section 3.05 Accredited Investor. Each Investor is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D. No Investor is subject to a “bad actor” disqualification under Rule 506 of the Securities Act.

Section 3.06 Information. Each Investor and its respective advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company and information that each Investor deemed material to making an informed investment decision. Each Investor and its advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management and have received answers to such questions to the Investor’s satisfaction. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of the Company, its employees or any third party other than the representations and warranties of the Company contained in this Agreement. The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby.

Section 3.07 Not an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Company or any affiliate of the Company (as that term is defined in Rule 405 promulgated under the Securities Act).

Section 3.08 General Solicitation. The Investor is not purchasing or acquiring the shares as a result of any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares.

Section 3.09 Reliance on Exemptions; Resale of Shares. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares. The Investor represents, warrants and covenants that it will resell Shares purchased or acquired by the Investor from the Company pursuant to this Agreement only pursuant to the Registration Statement in which the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and applicable state securities laws, rules and regulations. The Investor further acknowledges that the removal of the restrictive legend from certificate(s) or book-entry statement(s) representing the Shares (including the Commitment Shares) is predicated, in part, upon the upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties and covenants of the Investor set forth in this Section 3.10.

Article IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the disclosure schedule delivered by the Company to the Investor concurrently with this Agreement (which is hereby incorporated by reference in, and constitutes an integral part of, this Agreement) (the “Disclosure Schedule”), or where specifically set forth below with respect to certain specified representations and warranties, the SEC Documents, the Company hereby makes the following representations, warranties and covenants to the Investor:

Section 4.01 Organization and Qualification. The Company and each of its Subsidiaries are entities duly formed, validly existing and in good standing under the laws of the jurisdiction in which they are formed and have the requisite power and authority to own their properties and to carry on their business as now being conducted. The Company and each of its Subsidiaries is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

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Section 4.02 Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors and no further consent or authorization will be required by the Company or its board of directors except for, if applicable, the approval of the Company’s shareholders. This Agreement and the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Section 4.03 Authorization of the Shares. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased by the Investor pursuant to a Purchase Notice or Intraday Purchase Notice, will be, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights. The resale of such Shares will be registered pursuant to Section 12 of the Exchange Act upon and during the effectiveness of the Registration Statement. The Shares, when issued, will conform to the description thereof set forth in or incorporated into the Prospectus.

Section 4.04 No Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) will not (i) result in a violation of the memorandum and articles of association or other organizational documents of the Company (with respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or its Subsidiaries or by which any property or asset of the Company or its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that would not reasonably be expected to have a Material Adverse Effect.

Section 4.05 SEC Documents; Financial Statements. The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all SEC Documents required to be filed for the twelve (12) months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such SEC Documents). The Company has delivered or made available to the Investor through the SEC’s website at true and complete copies of the SEC Documents, as applicable. Except as disclosed in amendments or subsequent filings to the SEC Documents, as of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such amended or superseded filing), each of the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and did not contain 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.

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Section 4.06 Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the SEC Documents, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles as issued by the Financial Accounting Standards Board (“GAAP”) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as are noted therein and (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporated by reference in the SEC Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the SEC Documents that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the SEC Documents (excluding the exhibits thereto) that are required to be described in the SEC Documents; and all disclosures contained or incorporated by reference in the SEC Documents regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto. Except as otherwise disclosed in the SEC Documents, the Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder, which are applicable to it as of the date hereof. The Company’s accountants are set forth in the SEC Documents and such accountants are an independent registered public accounting firm as required by the Securities Act.

Section 4.07 Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form S-1 under the Securities Act. Each Registration Statement and the offer and sale of Shares as contemplated hereby, if and when filed, will meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said rule. Any statutes, regulations, contracts or other documents that are required to be described in a Registration Statement or a Prospectus, or to be filed as exhibits to a Registration Statement have been so described or filed. Copies of each Registration Statement, any Prospectus, and any such amendments or supplements thereto and all documents incorporated by reference therein that were filed with the SEC on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to each Investor and its counsel. The Company has not distributed and, prior to the later to occur of each Share Purchase Notice Date and completion of the distribution of the Shares, will not distribute any offering material in connection with the offering or sale of the Shares other than a Registration Statement and the Prospectus to which the Investor has consented.

Section 4.08 No Misstatement or Omission. Each Registration Statement, when it became or becomes effective, and any Prospectus, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the Securities Act. At each Share Purchase Notice Date, the Registration Statement, and the Prospectus, as of such date, will conform in all material respects with the requirements of the Securities Act. Each Registration Statement, when it became or becomes effective, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Prospectus did not, or will not, include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in a Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the SEC, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Investor specifically for use in the preparation thereof.

Section 4.09 Conformity with Securities Act and Exchange Act. Each Registration Statement, each Prospectus, or any amendment or supplement thereto, and the documents incorporated by reference in each Registration Statement, Prospectus or any amendment or supplement thereto, when such documents were or are filed with the SEC under the Securities Act or the Exchange Act or became or become effective under the Securities Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.

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Section 4.10 Equity Capitalization.

(a) Authorized and Outstanding Capital Stock. As of March 15, 2026, the authorized capital stock of the Company consists of (i) Class A ordinary shares, $0.0005 par value per share, 90,000,000 authorized shares and 25,642,538 issued and outstanding and (ii) Class B ordinary shares, $0.0005 par value per share, 10,000,000 authorized shares and 4,780,575 issued and outstanding. The Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are currently listed on a Principal Market under the trading symbol “KNRX.” The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Ordinary Shares under the Exchange Act, delisting the Ordinary Shares from the Principal Market, nor has the Company received any notification that the SEC or the Principal Market is contemplating terminating such registration or listing. The Company is in compliance with all applicable listing requirements of the Principal Market.

(b) Valid Issuance; Available Shares. All of such issued and outstanding shares are duly authorized and have been validly issued and are fully paid and nonassessable.

(c) Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to this Agreement and the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares; and (G) neither the Company nor any Subsidiary has entered into any Variable Rate Transaction (other than a transaction that is permitted under Section 6.21 of this Agreement).

Section 4.11 Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted, except as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written notice of any infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, or trade secrets, except as would not cause a Material Adverse Effect. To the knowledge of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and, except as would not cause a Material Adverse Effect, the Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

Section 4.12 Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or any of its Subsidiaries, is any such dispute threatened, in each case which is reasonably likely to cause a Material Adverse Effect.

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Section 4.13 Environmental Laws. To the Company’s knowledge, the Company and its Subsidiaries (i) have not received written notice alleging any failure to comply in all material respects with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received written notice alleging any failure to comply with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all applicable federal, state and local laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, 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.

Section 4.14 Title. Except as would not cause a Material Adverse Effect, the Company (or its Subsidiaries) has indefeasible fee simple or leasehold title to its material properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest other than such as are not material to the business of the Company. Any material real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Section 4.15 Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be reasonable and customary in the businesses in which the Company and its Subsidiaries are engaged. To the Company’s knowledge, there is no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

Section 4.16 Regulatory Permits. Except as would not cause a Material Adverse Effect, the Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their respective businesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permits.

Section 4.17 Internal Accounting Controls. Except as otherwise disclosed in the SEC Documents, the Company maintains 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 generally accepted accounting principles 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, and management is not aware of any material weaknesses that are not disclosed in the SEC Documents as and when required.

Section 4.18 Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company, the Ordinary Shares or any of the Company’s Subsidiaries, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.

Section 4.19 Absence of Certain Changes. Except as otherwise disclosed in Section 4.19 of the Disclosure Schedules, since the date of the Company’s most recent consolidated financial statements contained in a Form 6-K, there has been no Material Adverse Effect, nor any event or occurrence specifically affecting the Company or its Subsidiaries that would be reasonably expected to result in a Material Adverse Effect. Since the date of the Company’s most recent consolidated financial statements included in the Company’s Form 6-K, the Company has not (i) declared or paid any dividends, (ii) sold any material assets, individually or in the aggregate, outside of the ordinary course of business, or (iii) made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings.

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Section 4.20 Subsidiaries. Other than as set forth in the SEC Documents, the Company does not own or control, directly or indirectly, any interest in any other corporation, partnership, association or other business entity.

Section 4.21 Tax Status. Each of the Company and its Subsidiaries (i) has timely made or filed all material foreign, federal and state income tax returns and all other material tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely 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, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. The Company has not received written notification of any unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such claim where failure to pay would cause a Material Adverse Effect.

Section 4.22 Certain Transactions. Except as (a) not required to be disclosed pursuant to Applicable Laws, or (b) materially disclosed in the SEC Documents, none of the officers or directors of the Company is presently a party to any transaction with the Company (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, or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner.

Section 4.23 Rights of First Refusal. The Company is not obligated to offer the Ordinary Shares offered to the Investor hereunder on a right of first refusal basis to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.

Section 4.24 Dilution. The Company is aware and acknowledges that issuance of Ordinary Shares hereunder could cause dilution to existing shareholders and could significantly increase the outstanding number of Ordinary Shares.

Section 4.25 Acknowledgment Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that each Investor is acting solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Company further acknowledges that each Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereunder and any advice given by any such Investor or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to such Investor’s purchase of the Shares hereunder. The Company is aware and acknowledges that it shall not be able to submit a Purchase Notice or Intraday Purchase Notice under this Agreement if the Registration Statement is not effective or if any issuances of Ordinary Shares pursuant to any Purchase Notice or Intraday Purchase Notice would violate any applicable rules of the Principal Market. The Company acknowledges and agrees that it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement.

Section 4.26 Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees, brokerage commissions or similar payments in connection with the transactions with the Investor herein contemplated.

Section 4.27 Relationship of the Parties. Neither the Company, nor the Subsidiaries, affiliates, nor, to the Company’s knowledge, any person acting on its or their behalf is a client or customer of the Investor or any of its affiliates and, to the Company’s knowledge, neither the Investor nor any of its affiliates has provided, or will provide, any services to the Company or any of its affiliates, its subsidiaries, or any person acting on its or their behalf. The Investor’s relationship to Company is solely as investor as provided for in the Transaction Documents.

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Section 4.28 Operations. Except as otherwise disclosed in the SEC Documents, the operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with the Applicable Laws and neither the Company nor the Subsidiaries, nor any director, officer, or employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company or any Subsidiary has, not complied with Applicable Law; and no action, suit or proceeding by or before any governmental authority involving the Company or any of its Subsidiaries with respect to Applicable Laws is pending or, to the knowledge of the Company, threatened.

Section 4.29 Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Registration Statement or a Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

Section 4.30 Compliance with Laws. The Company and each of its Subsidiaries are in compliance in all material respects with Applicable Laws; the Company has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that any director, officer, or employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company or any Subsidiary has, has not complied with Applicable Laws, or could give rise to a notice of non-compliance with Applicable Laws, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position; in each case that would have a Material Adverse Effect.

Section 4.31 Sanctions Matters. Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director, officer or controlled affiliate of the Company or any director or officer of any Subsidiary, is a Person that is, or is owned or controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Asset Control (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including, without limitation, the Crimea, Zaporizhzhia and Kherson regions, the Donetsk People’s Republic and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, Russia, Sudan and Syria (the “Sanctioned Countries”)). Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the sale of Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the purpose of funding or facilitating any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a violation of Sanctions or Applicable Laws by any Person (including any Person participating in the transactions contemplated by this Agreement, whether as underwriter, advisor, investor or otherwise). For the past five years, neither the Company nor any of its Subsidiaries has engaged in, and is now not engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or was a Sanctioned Country. Neither the Company nor any of its Subsidiaries nor any director, officer or controlled affiliate of the Company or any of its Subsidiaries, has ever had funds blocked by a United States bank or financial institution, temporarily or otherwise, as a result of OFAC concerns.

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Article V

INDEMNIFICATION

The Investor and the Company represent to the other the following with respect to itself:

Section 5.01 Indemnification by the Company. In consideration of each of the Investors’ execution and delivery of this Agreement and acquiring the Shares hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless each Investor and its officers, directors, managers, members, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls each such Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable and documented attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of an Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; provided, however, that the foregoing indemnity shall not apply to any Indemnified Liabilities to the extent, but only to the extent, that such Indemnified Liabilities resulted directly and primarily from any acts or failures to act, undertaken or omitted to be taken by the Investor Indemnitee through its fraud, bad faith, gross negligence, or willful or reckless misconduct. To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Law.

Section 5.02 Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, each Investor shall, on a several basis, defend, protect, indemnify and hold harmless the Company, its Subsidiaries and all of its and their officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor; provided, however, that the foregoing indemnity shall not apply to any Indemnified Liabilities to the extent, but only to the extent, that such Indemnified Liabilities resulted directly and primarily from any acts or failures to act, undertaken or omitted to be taken by the Company Indemnitee through its fraud, bad faith, gross negligence, or willful or reckless misconduct. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

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Section 5.03 Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Section 5.04 Remedies. The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which may be available to any indemnified person at law or equity. The obligations of the parties to indemnify or make contribution under this Article V shall survive expiration or termination of this Agreement.

Section 5.05 Limitation of liability. Notwithstanding the foregoing, no party shall seek, nor shall any party be entitled to recover from the other party or be liable for, special, incidental, indirect, consequential, punitive or exemplary damages.

Article VI

COVENANTS

The Company covenants with each Investor, and each Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party, during the Commitment Period:

Section 6.01 Effective Registration Statement. During the Commitment Period, the Company shall use its reasonable best efforts to maintain the continuous (other than during a PEA Period and/or Black Out Period) effectiveness of each Registration Statement filed with the SEC under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.

Section 6.02 Registration and Listing. The Company shall use its reasonable best efforts to cause the Ordinary Shares to continue to be registered as a class of securities under Section 12(b) of the Exchange Act, and to comply with its reporting and filing obligations under the Exchange Act, and shall not take any action or file any document (whether or not permitted by the Securities Act or the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company shall use its reasonable best efforts to continue the listing and trading of its Ordinary Shares and the listing of the Shares purchased by the Investor hereunder on the Principal Market and to comply with the Company’s reporting, filing and other obligations under the rules and regulations of the Principal Market. If the Company receives any final and non-appealable notice that the listing or quotation of the Ordinary Shares on the Principal Market shall be terminated on a date certain, the Company shall promptly (and in any case within 24 hours) notify the Investor of such fact in writing and shall use its commercially reasonable best efforts to cause the Ordinary Shares to be listed or quoted on another Principal Market.

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Section 6.03 Blue Sky. The Company shall take such action, if any, as is necessary by the Company in order to obtain an exemption for or to qualify the Shares for sale by the Company to the Investor pursuant to the Transaction Documents, and at the request of the Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state securities or “Blue Sky” laws and shall provide evidence of any such action so taken to the Investor from time to time during the Commitment Period; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.

Section 6.04 Suspension of Registration Statement.

(a) Establishment of a Black Out Period. During the Commitment Period, the Company from time to time may suspend the use of a Registration Statement by written notice to the Investor in the event that the Company determines in its sole discretion in good faith and after consultation with legal counsel that such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the Registration Statement or Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or necessary in connection with the preparation and filing of a post-effective amendment to the Registration Statement, including to amend the information required to be included in the Registration Statement under Section 10(a)(3) of the Securities Act on the timelines applicable to a foreign private issuer under the Exchange Act and the rules of the Principal Market (a “Black Out Period”).

(b) No Sales by Investor During the Black Out Period. During such Black Out Period, the Investor agrees not to sell any Ordinary Shares of the Company pursuant to such Registration Statement, but may sell shares pursuant to an exemption from registration, if available, subject to the Investor’s compliance with Applicable Laws.

(c) Limitations on the Black Out Period. The Company shall not voluntarily impose any Black Out Period that is longer than 30 calendar days or in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions that the Company may impose on transfers of the Company’s equity securities by its directors and senior executive officers. In addition, the Company shall not deliver any Purchase Notice or Intraday Purchase Notice during any Black Out Period. If the public announcement of such material, nonpublic information is made during a Black Out Period, the Black Out Period shall terminate immediately after such announcement, and the Company shall immediately notify the Investor of the termination of the Black Out Period.

Section 6.05 Listing of Ordinary Shares. As of each Share Purchase Date, the Shares to be sold by the Company from time to time hereunder will have been registered for resale under Section 12(b) of the Exchange Act pursuant to the Registration Statement and approved for listing on the Principal Market, subject to official notice of issuance.

Section 6.06 Opinion of Counsel and Comfort Letter. Prior to the date of the delivery by the Company of the first Purchase Notice or Intraday Purchase Notice, the Investor shall have received an opinion letter from Cayman counsel to the Company in form and substance satisfactory to the Investor.

Section 6.07 Exchange Act Registration. The Company will file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act and during the Commitment Period.

Section 6.08 Transfer Agent Instructions. For any time while there is a Registration Statement in effect for this transaction, the Company shall (if required by the transfer agent for the Ordinary Shares) deliver to the transfer agent for the Ordinary Shares (with a copy to the Investor) instructions to issue Ordinary Shares to the Investor free of restrictive legends upon each issuance of Shares pursuant to a Purchase Notice or Intraday Purchase Notice if the delivery of such instructions are consistent with Applicable Law, in each case supported as needed by an opinion from legal counsel for the Company.

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Section 6.09 Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence of the Company during the Commitment Period.

Section 6.10 Notice of Certain Events Affecting Registration; Suspension of Right to Submit a Purchase Notice. The Company will promptly notify the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration Statement or related Prospectus: (i) receipt of any request for amendments or supplements to the Registration Statement or related Prospectus from the SEC; (ii) the issuance by the SEC or any other Federal governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Ordinary Shares for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related Prospectus or documents so that, in the case of the Registration Statement, it 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 that in the case of the related Prospectus, it 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, in the light of the circumstances under which they were made, not misleading, or (v) of the necessity to amend the Registration Statement or supplement a related Prospectus to comply with the Securities Act or any other law (and the Company will promptly make available to the Investor any such supplement or amendment to the related Prospectus). The Company shall not deliver to the Investor any Purchase Notice or Intraday Purchase Notice, and the Company shall not sell any Shares pursuant to any pending Purchase Notice or Intraday Purchase Notice (other than as required pursuant to Section 2.04(d)), during the continuation of any of the foregoing events (each of the events described in the immediately preceding clauses (i) through (iv), inclusive, a “Material Outside Event”).

Section 6.11 Consolidation. If a Purchase Notice or Intraday Purchase Notice has been delivered to the Investor, then the Company shall not effect any consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity before the transaction contemplated in such Purchase Notice or Intraday Purchase Notice has been closed in accordance with Section 2.02 hereof, and all Shares in connection with such Purchase Notice or Intraday Purchase Notice have been received by the Investor.

Section 6.12 Issuance of the Company’s Ordinary Shares. The issuance and sale of the Ordinary Shares to the Investor hereunder shall be made in accordance with the provisions and requirements of Section 4(a)(2) and/or Regulation D of the Securities Act and any applicable state securities law. None of the Company, its directors, officers, predecessors and affiliates is subject to a “bad actor” disqualification under Rule 506 of the Securities Act. Neither the Company nor any of its predecessors or affiliates has been subject to any order, judgement or decree of any court of competent jurisdiction enjoining such person for failure to comply with Rule 503 under Regulation D.

Section 6.13 Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto, of each Prospectus and of each amendment and supplement thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement (including, for the avoidance of doubt, any fees associated with any DWAC of such Shares), (iii) all fees and disbursements of the Company’s counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’s counsel, accountants and other advisors), (iv) the qualification of the Shares under securities laws in accordance with the provisions of this Agreement, including filing fees in connection therewith, (v) the printing and delivery of copies of any Prospectus and any amendments or supplements thereto requested by the Investor, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares for trading on the Principal Market, or (vii) filing fees of the SEC and the Principal Market.

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Section 6.14 Current Report. The Company shall timely file with the SEC a current report on Form 6-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching all the material Transaction Documents (including any exhibits thereto, the “Current Report”). The Company shall provide the Investor and its legal counsel a reasonable opportunity to comment on a draft of the Current Report prior to filing the Current Report with the SEC and shall give due consideration to all such comments. Notwithstanding anything contained in this Agreement to the contrary, the Company expressly agrees that from and after the filing of the Current Report with the SEC, the Company shall have publicly disclosed all material, nonpublic information provided to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives in connection with the transactions contemplated by the Transaction Documents. The Company agrees to, upon request from the Investor, publicly disclose any and all material non-public information the Investor may have prior to the submission of any Purchase Notice or Intraday Purchase Notice. In addition, effective upon the filing of the Current Report, 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, affiliates, employees or agents, on the one hand, and the Investor or any of its respective officers, directors, affiliates, employees or agents, on the other hand shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). The Company understands and confirms that the Investor will rely on the foregoing representations in effecting resales of Shares.

Section 6.15 Use of Proceeds. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein to repay any advances or loans to any executives, directors, or employees of the Company or any Subsidiary or to make any payments in respect of any related party obligations, including without limitation any payables or notes payable to related parties of the Company or any Subsidiary whether or not such amounts are described on the balance sheets of the Company in any SEC Documents and any Subsidiary or described in any “Related Party Transactions” section of any SEC Documents. Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the transactions contemplated herein, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the purpose of funding or facilitating any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a violation of Sanctions or Applicable Laws by any Person (including any Person participating in the transactions contemplated by this Agreement, whether as underwriter, advisor, investor or otherwise).

Section 6.16 Purchase Notice Limitation. The Company shall not deliver a Purchase Notice or Intraday Purchase Notice if a shareholder meeting or corporate action date, or the record date for any shareholder meeting or any corporate action, would fall during the period beginning two Trading Days prior to the date of delivery of such Purchase Notice or Intraday Purchase Notice and ending two Trading Days following the Closing of such Purchase Notice or Intraday Purchase Notice.

Section 6.17 Compliance with Laws. The Company shall comply in all material respects with all Applicable Laws.

Section 6.18 Market Activities. Neither the Company, nor any Subsidiary, nor any of their respective officers, directors or controlling persons will, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Ordinary Shares or (ii) sell, bid for, or purchase Ordinary Shares in violation of Regulation M, or pay anyone any compensation for soliciting purchases of the Shares.

Section 6.19 Selling Restrictions. Except as expressly set forth below, each Investor covenants that beginning on any date a Purchase Notice or Intraday Purchase Notice is validly delivered by the Company to the Investors and ending immediately after the expiration of the corresponding Pricing Period for such Purchase Notice or Intraday Purchase Notice, as applicable (the “Restricted Period”), none of the Investor any of its officers, or any entity managed or controlled by the Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, engage in any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Ordinary Shares, either for its own principal account or for the principal account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) any Ordinary Shares; or (2) selling a number of Ordinary Shares equal to the number of Shares that such Restricted Person is unconditionally obligated to purchase under a delivered Purchase Notice or Intraday Purchase Notice but has not yet received from the Company or the transfer agent pursuant to this Agreement.

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Section 6.20 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect. Without the consent of the Investor, the Company shall not have the right to assign or transfer any of its rights or provide any third party the right to bind or obligate the Company to deliver Purchase Notices or Intraday Purchase Notices or effect the sale of Shares pursuant to a Purchase Notice or Intraday Purchase Notice.

Section 6.21 No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction that would violate the terms of the Transaction Documents or prevent the Company from performing its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to deliver the Shares to the Investor in respect of a Purchase Notice.

Section 6.22 Prohibited Transactions. From the date hereof until the date this Agreement has been validly terminated in accordance with its terms, the Company shall provide prior written notice to each Investor if it enters into, agrees to enter into, or effects any Variable Rate Transaction. For the avoidance of doubt, nothing in this Agreement or the Transaction Documents shall restrict or prevent the Company from entering into, agreeing to enter into, or effecting any Variable Rate Transaction; provided, however, that the Company and its Subsidiaries shall not, directly or indirectly, enter into, agree to enter into, or effect any other equity line of credit, equity purchase agreement, or similar committed equity facility while this Agreement is in effect.

Article VII

NON-EXCLUSIVE AGREEMENT

Subject to Section 6.22 hereof, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any time throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities and/or convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted into or replaced by Ordinary Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or grant any rights with respect to its existing and/or future share capital.

Article VIII

CHOICE OF LAW/JURISDICTION

Section 8.01 This Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement or the transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the State of New York, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of New York. The Parties further agree that any action between them shall be heard in New York County, New York, and expressly consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the United States District Court of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant to this Agreement.

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EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Article IX

TERMINATION

Section 9.01 Termination.

(a) Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest of (i) the 36- month anniversary of the Effective Date, (ii) the date on which the Investor shall have made payment of Shares pursuant to any Purchase Notices or Intraday Purchase Notices under this Agreement equal to the Commitment Amount or (iii) the date any statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, withdrawn or endorsed by any court or governmental authority of competent jurisdiction, as applicable, (which shall include the Securities and Exchange Commission), the effect of which would prohibit any of the transactions contemplated by this Agreement.

(b) The Company may terminate this Agreement effective upon ten Trading Days’ prior written notice to the Investor; provided, that (i) there are no outstanding Purchase Notices or Intraday Purchase Notices under which Ordinary Shares have yet to be issued, and (ii) the Company has paid all amounts owed to the Investor pursuant to this Agreement. This Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent.

(c) Nothing in this Section 9.01 shall be deemed to release the Company or the Investor from any liability for any breach under this Agreement, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under this Agreement. The indemnification provisions contained in Article V shall survive termination hereunder.

Article X

NOTICES

Other than with respect to Purchase Notices or Intraday Purchase Notices, which must be in writing (which may be by email) and will be deemed delivered on the day set forth in Section 2.01(b), any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail if sent on a Trading Day, or, if not sent on a Trading Day, on the immediately following Trading Day; (iii) 5 days after being sent by U.S. certified mail, return receipt requested, (iv) 1 day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications (except for Purchase Notices or Intraday Purchase Notices which shall be delivered in accordance with Exhibit B hereof) shall be:

If to the Company,<br> to:	[***]
With copies (which shall not<br> constitute notice or delivery of process) to:	[***]
If to the Investor:	[***]
	[***]
With copies (which shall not constitute notice or delivery of process) to:	[***]

or at such other address and/or e-mail and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) electronically generated by the sender’s email service provider containing the time, date, recipient email address or (iii) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of delivery in accordance with clause (i), (ii) or (iii) above, respectively.

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Article XI

MISCELLANEOUS

Section 11.01 Counterparts. This Agreement may be executed in identical counterparts, both which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including by e-mail attachment, shall be deemed to have been duly and validly delivered and be valid as originals and effective for all purposes of this Agreement.

Section 11.02 Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between each Investor, the Company, their respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein, neither the Company nor each Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement.

Section 11.03 Reporting Entity for Ordinary Shares. The reporting entity relied upon for the determination of the trading price or trading volume of the Ordinary Shares on any given Trading Day for the purposes of this Agreement shall be either (i) Bloomberg, L.P. or any successor thereto or (ii) such other exchange data vendor authorized by the Principal Market to distribute official market data. The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.

Section 11.04 Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to the Investor a legal and structuring fee in the amount of $25,000, which has been paid prior to the date hereof. The Company shall pay a commitment fee to the Investor in the form of Ordinary Shares (the “Commitment Shares”) with an aggregate market value equal to $250,000 (the “Commitment Fee”). The Commitment Fee shall be paid in three (3) equal monthly installments (each such date, a “Payment Date”) commencing on the effective date of the Registration Statement. The number of Commitment Shares to be issued on each Payment Date shall be determined based on the VWAP of the Ordinary Shares on the Principal Market for the three (3) consecutive Trading Days immediately prior to each such Payment Date. The Commitment Shares issuable hereunder shall be included on the initial Registration Statement and the Company shall be required to promptly file additional registration statements for the issuance of additional Ordinary Shares necessary to satisfy the Commitment Fee amount, if necessary. The first installment of Commitment Shares shall be issued to the Investor within one (1) Business Day of the date of effectiveness of the Registration Statement registering the Commitment Shares. The Commitment Fee shall be fully earned and non-refundable, regardless of whether any Purchase Notices or Intraday Purchase Notices are made or settled hereunder or any subsequent termination of this Agreement.

Section 11.05 Additional Commitment Shares. If the Company shall have issued and sold to the Investors an aggregate of $25,000,000 or more of Ordinary Shares pursuant to this Agreement, then the Company shall promptly (but in no event later than two (2) Business Days after the date the Investors exceed such amount (such date, the “Additional Commitment Share Date”)) issue to the Investors an additional commitment fee in the form of Ordinary Shares (the “Additional Commitment Shares”) with an aggregate market value equal to $250,000. The Additional Commitment Shares shall be paid in three (3) equal monthly installments (each such date, an “Additional Commit Share Payment Date”) commencing on the one (1) month anniversary of the Additional Commitment Share Date. The number of Commitment Shares to be issued on each Additional Commitment Share Payment Date shall be determined based on the VWAP of the Ordinary Shares on the Principal Market for the three (3) consecutive Trading Days immediately prior to each such Additional Commitment Share Payment Date. The Company shall be required to promptly file additional registration statements for the issuance of the Additional Commitment Shares, if necessary.

Section 11.06 Brokerage. Each of the parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby.

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INWITNESS WHEREOF, the parties hereto have caused this Share Purchase Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above.

COMPANY:
KNOREX, Ltd.
By:	/s/<br> Khar Heng Choo
Name:	Khar<br> Heng Choo
Title:	Chief<br> Executive Officer
INVESTOR:
RK CAPITAL MANAGEMENT LLC
By:	/s/<br> Jordan Abisch
Name:	Jordan<br> Abisch
Title:	Managing<br> Partner
INVESTOR:
NORTH COMMERCE PARKWAY CAPITAL LP
By:	NCPC<br> GP LLC
Its:	General<br> Partner
By:	/s/<br> Jordan Abisch
Name:	Jordan<br> Abisch
Title:	Managing<br> Partner
INVESTOR:
TQP HOLDINGS LLC
By:	TQ<br> Master Fund LP
Its:	Managing<br> Member
By:	TQ<br> Fund GP LLC
Its:	General<br> Partner
By:	/s/<br> Tanvir Kirpalani
Name:	Tanvir<br> Kirpalani
Title:	Authorized<br> Signatory

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ANNEX I TO THE

SHARE PURCHASE AGREEMENT

DEFINITIONS

“Affiliate” shall have the meaning set forth in Section 3.07.

“Agreement” shall have the meaning set forth in the preamble of this Agreement.

“Applicable Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt Practices Act of 1977, and (iii) any Sanctions laws.

“Average Price” shall mean a price per Share equal to the quotient obtained by dividing (i) the aggregate gross purchase price paid by the Investor for all Shares purchased pursuant to this Agreement, by (ii) the aggregate number of Shares issued pursuant to this Agreement.

“Black Out Period” shall have the meaning set forth in Section 6.04.

“Closing” shall have the meaning set forth in Section 2.05.

“Commitment Amount” shall mean $50,000,000 of Ordinary Shares.

“Commitment Fee” shall have the meaning set forth in Section 11.04.

“Commitment Shares” shall have the meaning set forth in Section 11.04.

“Commitment Period” shall mean the period commencing on the Effective Date and expiring upon the date of termination of this Agreement in accordance with Section 9.01.

“Ordinary Shares” shall have the meaning set forth in the recitals of this Agreement.

“Company” shall have the meaning set forth in the preamble of this Agreement.

“Company Indemnitees” shall have the meaning set forth in Section 5.02.

“Condition Satisfaction Date” shall have the meaning set forth in Annex II.

“Disclosure Schedule” shall have the meaning set forth in Article IV.

“DTC” shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.

“DTC/FAST Program” shall mean the DTC’s Fast Automated Securities Transfer Program.

“DWAC” shall mean Deposit Withdrawal at Custodian as defined by the DTC.

“DWAC Eligible” shall mean (a) the Ordinary Shares are eligible at DTC for full services pursuant to DTC’s Operational Arrangements, including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by DTC’s underwriting department, (c) the transfer agent of the Company is approved as an agent in the DTC/FAST Program, (d) the Ordinary Shares are otherwise eligible for delivery via DWAC, and (e) the transfer agent does not have a policy prohibiting or limiting delivery of the Ordinary Shares, as applicable, via DWAC.

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“Effective Date” shall mean the date hereof.

“Environmental Laws” shall have the meaning set forth in Section 4.13.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Cap” shall have the meaning set forth in Section 2.02(c).

“Hazardous Materials” shall have the meaning set forth in Section 4.13.

“Indemnified Liabilities” shall have the meaning set forth in Section 5.01.

“Intraday Commencement Time” shall mean 9:30 AM Eastern Time, or, if an Intraday Purchase Notice is delivered after 9:30 AM Eastern Time, the time at which the Investor affirmatively accepts such Intraday Purchase Notice.

“Intraday Purchase Price” shall mean the price per Share obtained by multiplying the lowest Sale Price after the Intraday Commencement Time on the Trading Day the Intraday Purchase Notice is delivered by 99.0%.

“Investor” shall have the meaning set forth in the preamble of this Agreement.

“Investor Indemnitees” shall have the meaning set forth in Section 5.01.

“Market Price” shall mean the lowest daily VWAP of the Ordinary Shares during the relevant Pricing Period.

“Material Adverse Effect” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its 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 this Agreement.

“Material Outside Event” shall have the meaning set forth in Section 6.10.

“Maximum Purchase Amount” means, (x) with respect to a Purchase Notice electing an Option 1 Pricing Period, an amount of Ordinary Shares equal to twenty percent (20%) of the average daily trading volume of the Ordinary Shares of the Company during the ten (10) Trading Days immediately preceding such Purchase Notice; and (y) with respect to a Purchase Notice electing an Option 2 Pricing Period, an amount of Ordinary Shares equal to one hundred percent (100%) of the average daily trading volume of the Ordinary Shares of the Company during the ten (10) Trading Days immediately preceding such Purchase Notice.

“OFAC” shall have the meaning set forth in Section 4.31.

“Option 1 Market Price” shall mean the VWAP of the Ordinary Shares during the Option 1 Pricing Period.

“Option 2 Market Price” shall mean the lowest daily VWAP of the Ordinary Shares during the Option 2 Pricing Period.

“Option 1 Pricing Period” shall mean the period on the applicable Share Purchase Notice Date with respect to a Purchase Notice selecting an Option 1 Pricing Period commencing (i) if submitted to the Investor prior to 9:00 AM Eastern Time on a Trading Day, the open of trading on such day, or (ii) if submitted to the Investor after 9:00 AM Eastern Time on a Trading Day, the open of trading on the immediately succeeding Trading Day, and in each case, ending on 4:00 PM Eastern Time on such applicable Trading Day; provided, however, that upon mutual consent of the Company and the Investor, a Purchase Notice selecting an Option 1 Pricing Period that is delivered after 9:00 AM Eastern Time may be deemed to have been delivered prior to 9:00 AM Eastern Time of such day. For the avoidance of doubt, the Option 1 Pricing Period shall only commence on the day upon which the Investors have received confirmation that the transfer agent of the Company has credited the Investor’s account (or its designees account) at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may agreed upon by the parties hereto.

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“Option 2 Pricing Period” shall mean the three consecutive Trading Days commencing on the Share Purchase Notice Date. For the avoidance of doubt, the Option 2 Pricing Period shall only commence on the day upon which the Investors have received confirmation that the transfer agent of the Company has credited the Investor’s account (or its designees account) at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may agreed upon by the parties hereto.

“Ownership Limitation” shall have the meaning set forth in Section 2.02(a).

“PEA Period” means the period commencing at 9:30 a.m., Eastern time, on the tenth (10th) Business Day immediately prior to the filing of any post-effective amendment to the Registration Statement or any subsequent Registration Statement, and ending at 9:30 a.m., Eastern time, on the Business Day immediately following, the effective date of any post-effective amendment to the Registration Statement.

“Person” shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Plan of Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares.

“Pricing Period” shall mean the Option 1 Pricing Period or Option 2 Pricing Period, as applicable; provided, that with respect to an Intraday Purchase Notice, the Pricing Period shall commence at the Intraday Commencement Time.

“Principal Market” shall mean the NYSE American; provided however, that in the event the Ordinary Shares are ever listed or traded on the New York Stock Exchange, or the Nasdaq Stock Market, then the “Principal Market” shall mean such exchange (as applicable) to the extent such other market or exchange is the principal trading market or exchange for the Ordinary Shares.

“Promissory Note” means that certain senior note, by and between the Company and the Investor, issued pursuant to that certain Note Purchase Agreement, dated as of March 31, 2026.

“Prospectus” shall mean any prospectus (including, without limitation, all amendments and supplements thereto) used by the Company in connection with a Registration Statement, including documents incorporated by reference therein.

“Prospectus Supplement” shall mean any prospectus supplement to a Prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act, including documents incorporated by reference therein.

“Purchase Date” shall mean the first Trading Day after expiration of the applicable Pricing Period for each validly issued Purchase Notice or Intraday Purchase Notice.

“Purchase Notice” shall mean a written notice in the form of Exhibit B attached hereto to the Investor executed by an officer of the Company and setting forth the number of Shares that the Company desires to issue and sell to the Investor or Intraday Purchase Notice.

“Purchase Price” shall mean (A) the price per Share obtained by multiplying the Market Price by (i) 97% in respect of a Purchase Notice with an Option 1 Pricing Period, and (ii) 97% in respect of a Purchase Notice with an Option 2 Pricing Period, or (B) with respect to an Intraday Purchase Notice, the Intraday Purchase Price.

“Registration Limitation” shall have the meaning set forth in Section 2.02(b).

“Registration Statement” shall have the meaning set forth in the Registration Rights Agreement.

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“Registrable Securities” shall have the meaning set forth in the Registration Rights Agreement.

“Regulation D” shall mean the provisions of Regulation D promulgated under the Securities Act.

“Sanctions” shall have the meaning set forth in Section 4.31.

“Sanctioned Countries” shall have the meaning set forth in Section 4.31.

“Sale Price” means any trade price for the shares of Ordinary Shares on the Principal Market as reported by the Principal Market.

“Share Purchase Notice Date” shall mean each date the Company is deemed to have delivered (in accordance with Section 2.01(b) of this Agreement) a Purchase Notice or Intraday Purchase Notice to the Investor, subject to the terms of this Agreement.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“SEC Documents” shall mean (1) any registration statement filed by the Company with the SEC, including the financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the effective date of such registration statement under the Securities Act, (2) any proxy statement or prospectus filed by the Company with the SEC, including all documents incorporated or deemed incorporated therein by reference, whether or not included in a registration statement , in the form in which such proxy statement or prospectus has most recently been filed with the SEC , (3) all reports, schedules, registrations, forms, statements, information and other documents filed with or furnished to the SEC by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the two years prior to the date hereof, including, without limitation, the Current Report, (4) each Registration Statement, as the same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto and (5) all information contained in such filings and all documents and disclosures that have been and heretofore shall be incorporated by reference therein.

“Securities Act” shall have the meaning set forth in the recitals of this Agreement.

“Settlement Document” shall have the meaning set forth in Section 2.04(a).

“Shares” shall mean Ordinary Shares that the Company shall issue and sell to the Investor pursuant to a Purchase Notice under the terms of this Agreement.

“Subsidiaries” shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stock or holds a majority of the equity or similar interest of such Person or (y) controls or operates all or substantially all of the business, operations or administration of such Person, and the foregoing are collectively referred to herein as “Subsidiaries.”

“Trading Day” shall mean any day during which the Principal Market shall be open for business.

“Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

“Variable Rate Transaction” shall mean a transaction in which the Company (i) issues or sells any equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Ordinary Shares either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares at any time after the initial issuance of such 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 equity or debt 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 Ordinary Shares (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), (ii) enters into an “equity line of credit,” or other continuous offering or similar offering of Ordinary Shares, or (iii) enters into or effects any forward purchase agreement, equity pre-paid forward transaction or other similar offering of securities where the purchaser of securities of the Company receives an upfront or periodic payment of all, or a portion of, the value of the securities so purchased, and the Company receives proceeds from such purchaser based on a price or value that varies with the trading prices of the Ordinary Shares. For the avoidance of doubt, a customary “at the market” issuance program shall not be deemed to be a Variable Rate Transaction.

“Volume Threshold” shall mean a number of Ordinary Shares equal to the quotient of (a) the number of Ordinary Shares requested by the Company in a Purchase Notice divided by (b) 0.30.

“VWAP” shall mean for any Trading Day, the daily volume weighted average price of the Ordinary Shares for the such Trading Day on the Principal Market during regular trading hours as reported by Bloomberg L.P. or such other exchange data vendor authorized by the Principal Market to distribute official market data.

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ANNEX II TO THE

SHARE PURCHASE AGREEMENT

CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO DELIVER A PURCHASE NOTICE

The right of the Company to deliver a Purchase Notice or Intraday Purchase Notice and the obligations of the Investor hereunder with respect to the purchase of Shares pursuant to a Purchase Notice or Intraday Purchase Notice are subject to the satisfaction or waiver, on each Share Purchase Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

(a) Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects as of the Share Purchase Notice Date, except to the extent such representations and warranties are as of another date, in which case such representations and warranties shall be true and correct as of such other date.

(b) Commitment Fee. The Company shall have issued to the Investor the Commitment Shares and shall have paid the initial structuring legal fee, each in accordance with Section 11.04.

(c) Registration of the Ordinary Shares with the SEC. There is an effective Registration Statement pursuant to which the Investor is permitted to utilize the prospectus thereunder to resell all of the Ordinary Shares issuable pursuant to such Purchase Notice or Intraday Purchase Notice and no stop order with respect to such Registration Statement shall be pending or threatened by the SEC. The Current Report shall have been filed with the SEC.

(d) Authority. The Company shall have obtained all permits and qualifications required by any applicable state for the offer and sale of all the Ordinary Shares issuable pursuant to such Purchase Notice or Intraday Purchase Notice, or shall have the availability of exemptions therefrom. The sale and issuance of such Ordinary Shares shall be legally permitted by all laws and regulations to which the Company is subject.

(e) Board. The board of directors of the Company has approved the transactions contemplated by the Transaction Documents; said approval has not been amended, rescinded or modified and remains in full force and effect as of the date hereof. The Company shall have delivered to the Investor a secretary’s certificate executed by the Secretary of the Company, dated as of the Effective Date, in the form attached hereto as Exhibit D.

(f) No Material Outside Event. No Material Outside Event shall have occurred and be continuing.

(g) Performance by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior the applicable Condition Satisfaction Date.

(h) No Injunction; Regulation. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or withdrawn by any court or governmental authority of competent jurisdiction that prohibits or directly, materially and adversely affects any of the transactions contemplated by this Agreement.

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(i) No Suspension of Trading in or Delisting of Ordinary Shares. Trading in the Ordinary Shares shall not have been suspended by the SEC, the Principal Market or FINRA, the Company shall not have received any final and non-appealable notice that the listing or quotation of the Ordinary Shares on the Principal Market shall be terminated on a date certain (unless, prior to such date certain, the Ordinary Shares is listed or quoted on any subsequent Principal Market), nor shall there have been imposed any suspension of, or restriction on, accepting additional deposits of the Ordinary Shares, electronic trading or book-entry services by DTC with respect to the Ordinary Shares that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Ordinary Shares, electronic trading or book-entry services by DTC with respect to the Ordinary Shares is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company in writing that DTC has determined not to impose any such suspension or restriction).

(j) Authorized. All of the Shares issuable pursuant to the applicable Purchase Notice or Intraday Purchase Notice shall have been duly authorized by all necessary corporate action of the Company. All Shares relating to all prior Purchase Notice or Intraday Purchase Notices required to have been received by the Investor under this Agreement shall have been delivered to the Investor in accordance with this Agreement.

(k) Executed Purchase Notice. The representations contained in the applicable Purchase Notice shall be true and correct in all material respects as of the applicable Condition Satisfaction Date.

(l) MNPI. The Company shall have publicly disclosed any and all material non-public information the Investor may have received prior to the submission of the Purchase Notice or Intraday Purchase Notice.

(m) PEA Period. There shall not be an active PEA Period.

(n) DWAC Eligible. The Ordinary Shares shall be DWAC Eligible.

(o) Opinions. The Investor shall have received the opinion of the Company’s Cayman counsel in form and substance satisfactory to the Investor.

(p) Certificates. The Company shall have delivered to the Investor a certificate evidencing the incorporation and good standing of the Company in the Cayman Islands within ten (10) Business Days of the Effective Date.

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ExhibitA

Formof Registration Rights Agreement

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ExhibitB

[PurchaseNotice]/[Intraday Purchase Notice]

KNOREXLtd.

Dated:______________

The undersigned, _______________________, hereby certifies, with respect to the sale of Ordinary Shares of KNOREX Ltd. (the “Company”) issuable in connection with this [Purchase Notice]/[Intraday Purchase Notice], delivered pursuant to that certain Share Purchase Agreement, dated as of [___], 2026 (the “Agreement”), as follows (with capitalized terms used herein without definition having the same meanings as given to them in the Agreement):

1.	The<br> undersigned is the duly elected ______________ of the Company.
2.	There<br> are no fundamental changes to the information set forth in the Registration Statement which<br> would require the Company to file a post-effective amendment to the Registration Statement.
---	---
3.	The<br> Company has performed in all material respects all covenants and agreements to be performed<br> by the Company contained in the Agreement on or prior to the Share Purchase Notice Date.<br> All conditions to the delivery of this Purchase Notice are satisfied as of the date hereof.
---	---
4.	The<br> number of Shares the Company is requesting is: ___________________.
---	---
5.	The<br> Pricing Period for this Purchase Notice shall be [an/the] [Option 1 Pricing Period] / [Option<br> 2 Pricing Period] / [Intraday Purchase Commencement Time].
---	---
6.	(For<br> an Option 1 Pricing Period Add:) The Volume Threshold for this Purchase Notice shall be _______________.
---	---

The undersigned has executed this Purchase Notice as of the date first set forth above.

KNOREX Ltd.
By:
Name:
Title:

Please deliver this Purchase Notice by email to:

Email: __________________

Attention:

Telephone:

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ExhibitC

Formof Settlement Document

VIAEMAIL

KNOREXLtd.

Attn:

Email:

	Below please find the settlement information with respect to the Purchase Notice Date of:
1.a.	Number<br> of Ordinary Shares requested in the Advance Notice
1.b.	Volume<br> Threshold (Number of Ordinary Shares in (1) divided by 0.30.
1.c.	Number<br> of Ordinary Shares traded during the Pricing Period
2.	Adjusted<br> Advance Amount (if applicable)
3.	[Option<br> [1] / [2] Market Price] / [Intraday Purchase Price]
4.a.	Amount<br> offset against accrued and unpaid interest of the Promissory Note
4.b.	Amount<br> offset against principal of the Promissory Note
4.c.	Total<br> Amount of the Promissory Note outstanding following delivery of the Settlement Document
5.	Purchase<br> Price ([Market Price x [97.0%] / [Intraday Purchase Price]
6.	Number<br> of Ordinary Shares due to the Investor
7.	Total<br> Purchase Price (row 4 x 5)
8.	Total<br> Amount due to the Company (row 7 – 4.a – 4.b)

[Please issue the number of Advance Shares due to the Investor to the account of the Investor as follows:

INVESTOR’SDTC PARTICIPANT #:

ACCOUNTNAME:

ACCOUNTNUMBER:

ADDRESS:

CITY:

COUNTRY:

CONTACTPERSON:

NUMBERAND/OR EMAIL:]^1^

Agreed and approved by:
KNOREX<br> LTD.
By:
Name:
Title:

^1^ To be used if the Investor elects to accept a Purchase Notice without delivery of Ordinary Shares to account.

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ExhibitD

Formof Officer’s Certificate

This Officer’s Certificate in lieu of secretary’s certificate (the “Certificate”) is being delivered pursuant to Section (e) of Annex II of that certain Share Purchase Agreement, dated as of [______], 2026 (“Agreement”), by and between KNOREX Ltd., a Cayman Islands exempt company (the “Company”), RK Capital Management LLC, a Florida limited liability company, North Commerce Parkway Capital LP, a Delaware limited partnership, and TQP Holdings LLC, a Delaware limited liability company (together, the “Investors”), pursuant to which the Company may sell to the Investors up to Fifty Million ($50,000,000) of the Company’s Ordinary Shares. Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

The undersigned, _____________, the [Chief Executive Officer] of the Company, hereby certifies, on behalf of the Company and not in [his/her] individual capacity, as follows:

1.	I<br> am an officer of the Company.
2.	Attached<br> hereto as Exhibit A are true, correct and complete copies of the Company’s amended<br> and restated memorandum and articles of incorporation (“MAA”), and no<br> action has been taken by the Company, its directors, officers or shareholders, in contemplation<br> of the filing of any further amendment relating to or affecting the MAA.
---	---
3.	Attached<br> hereto as Exhibit B are true, correct and complete copies of the resolutions duly adopted<br> by the Board of Directors of the Company by unanimous written consent effective as of ________,<br> 2026. Such resolutions have not been amended, modified or rescinded and remain in full force<br> and effect and such resolutions are the only resolutions adopted by the Board of Directors,<br> or any committee thereof, or the shareholders of the Company relating to or affecting (i)<br> the entering into and performance of the Agreement, or the issuance, offering and sale of<br> the Shares and the Commitment Shares and (ii) and the performance of the Company of its obligations<br> under the Transaction Documents as contemplated therein.
---	---

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INWITNESS WHEREOF, I have hereunder signed my name on this ___ day of __________, 2026.

_____________________________

Secretary

The undersigned, as Chief Financial Officer of KNOREX Ltd., a Cayman Islands company, hereby certifies that __________________ is the duly elected, appointed, qualified and acting [Chief Executive Officer] of KNOREX Ltd., and that the signature appearing above is [his/her] genuine signature.

_____________________________

Chief Financial Officer

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Exhibit10.3

REGISTRATION RIGHTS AGREEMENT

THISREGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of March 31, 2026, is made by and between RK Capital Management LLC, a Florida limited liability company, North Commerce Parkway Capital LP, a Delaware limited partnership, and TQP Holdings LLC, a Delaware limited liability company (each, the “Investor”), and KNOREX Ltd., a Cayman Islands exempted company (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Company and the Investor have entered into that certain Share Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $50 million of newly issued shares of the Company’s shares of Class A ordinary shares, par value $0.0005 per share (the “Ordinary Shares”); and

WHEREAS, pursuant to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”).

AGREEMENT

NOW,THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

DEFINITIONS.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

(a) “Effectiveness Deadline” means, with respect to the initial Registration Statement filed hereunder, the 60th calendar day following the initial filing hereof, provided, however, in the event the Company is notified by the U.S. Securities and Exchange Commission (“SEC”) that the Registration Statement will be reviewed, the 90th calendar day following the initial filing hereof; provided, further, however, that in the event the Company is notified by the SEC that the Registration will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth business day following the date on which the Company is so notified if such date precedes the date required above.

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

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(c) “Filing Deadline” means, with respect to the initial Registration Statement required hereunder, the 45th calendar day following the date hereof.

(d) “Person” means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.

(e) “Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

(f) “Registrable Securities” means all of (i) the Shares (as defined in the Purchase Agreement), Commitment Shares (as defined in the Purchase Agreement), Additional Commitment Shares (as defined in the Purchase Agreement) (ii) any capital stock issued or issuable with respect to the Shares, Commitment Shares, and Additional Commitment Shares including, without limitation, (1) as a result of any stock split, stock dividend or other distribution, recapitalization or similar event or otherwise, and (2) shares of capital stock of the Company into which the Ordinary Shares are converted or exchanged and shares of capital stock of a successor entity into which the Ordinary Shares are converted or exchanged.

(g) “Registration Statement” means any registration statement of the Company filed pursuant to this Agreement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

(h) “Rule 144” means Rule 144 under the Securities Act or any successor rule thereto.

(i) “Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.

(j) “SEC” means the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time.

(k) “Securities Act” shall have the meaning set forth in the Recitals above.

REGISTRATION.

(a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective (other than during a Black Out Period or PEA Period) shall begin on the date hereof and continue until all the earlier of (i) the date on which the Investor has sold all of the Registrable Securities and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registrable Securities (the “Registration Period”).

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(b) Subject to the terms and conditions of this Agreement, the Company shall use its reasonable best efforts to (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form F-1 or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am on the business day following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 48 hours of the receipt thereof from the Company.

(c) Sufficient Number of Shares Registered. If at any time all Registrable Securities are not covered by a Registration Statement filed pursuant to Section 2(a) as a result of Section 2(e) or otherwise, the Company shall use its reasonable best efforts to file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by such initial Registration Statement, in each case as soon as practicable (taking into account any position of the staff of the SEC with respect to the date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC and the rules and regulations of the SEC). The Company shall use its reasonable best efforts to cause each such new Registration Statement to become effective as soon as reasonably practicable following the filling thereof with the SEC.

(d) During the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective during the Registration Period, other than during Black Out Periods (ii) prepare and file with the SEC additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (iii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investor true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information to the Investor); and (v) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the Company’s filing a report on Form 20-F or Form 6-K or any analogous report under the Exchange Act, the Company shall incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC as promptly as reasonably practicable after the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement.

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(e) Reduction of Registrable Securities Included in a Registration Statement. Notwithstanding anything contained herein, in the event that the SEC requires the Company to reduce the number of Registrable Securities to be included in a Registration Statement in order to allow the Company to rely on Rule 415 with respect to a Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor as to the specific Registrable Securities to be removed therefrom; provided, however, that the Commitment Shares (as defined in the Purchase Agreement) shall be prioritized for registration ahead of any other Shares registered on the Registration Statement) to the maximum number of securities as is permitted to be registered by the SEC. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.

(f) [Reserved]

(g) No Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed pursuant to Section 2(a) or Section 2(c) without consulting with the Investor, and receiving Investor’s written consent, prior to filing such Registration Statement with the SEC. For the avoidance of doubt, there shall be no restrictions on the Company including other securities on other registration statements that it may file from time to time.

RELATED OBLIGATIONS.

(a) The Company shall, not less than three business days prior to the filing of each Registration Statement and not less than one business day prior to the filing of any related amendments and supplements to all Registration Statements (except for annual reports on Form 20-F, supplements and amendments to update the Registration Statement solely for information reflected in the Company’s annual reports on Form 20-F, or current reports on Form 6-K, ), furnish to each Investor copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the reasonable and prompt review of such Investor. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Investor shall reasonably object in good faith; provided that, the Company is notified of such objection in writing no later than two (2) Trading Days after the Investor have been so furnished copies of a Registration Statement.

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(b) The Company shall furnish to the Investor whose Registrable Securities are included in any Registration Statement, without charge (i) at least one copy (which may be in electronic form) of such Registration Statement as declared effective by the SEC and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, all exhibits and each preliminary prospectus, (ii) at least one copy (which may be in electronic form) of the final prospectus included in such Registration Statement and all amendments and supplements thereto, and (iii) any documents, which are not publicly available through EDGAR, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.

(c) The Company shall use its reasonable best efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (w) make any change to its memorandum and articles of association, (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(c), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(d) As promptly as practicable after becoming aware of such event or development, the Company shall notify the Investor in writing of the happening of any event as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a 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 (provided that in no event shall such notice contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission and deliver one electronic copy of such supplement or amendment to the Investor. The Company shall also promptly notify the Investor in writing (i) when a Prospectus or any Prospectus supplement or post- effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to each Investor by email on the same day of such effectiveness), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC with respect to a Registration Statement or any amendment thereto.

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(e) The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within the United States of America and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(f) Without limiting any obligation of the Company under the Purchase Agreement, the Company shall use reasonable best efforts either to cause all of the Registrable Securities covered by each Registration Statement to be listed on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(f).

(g) The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(h) The Company shall cooperate with the holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates or book-entry statements representing the Registrable Securities to be sold pursuant to such Registration Statement or Rule 144 free of any restrictive legends and representing such number of Ordinary Shares and registered in such names as the holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement or Rule; provided, that the Company may satisfy its obligations hereunder without issuing physical stock certificates or book-entry statements through the use of The Depository Trust Company’s Direct Registration System.

(i) The Company shall use its reasonable best efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

(j) The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

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(k) Within one (1) business day after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investor whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC.

(l) The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE INVESTOR.

(a) The Investor agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3(d), the Investor shall as soon as reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, subject to compliance with the securities laws, the Company shall cause its transfer agent to deliver unlegended certificates for Ordinary Shares to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(d) and for which the Investor has not yet settled.

(b) The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

(c) The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement.

EXPENSES OF REGISTRATION.

All expenses incurred by the Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities shall be paid by the Company, including, without limitation, all registration, listing and qualifications fees, printers, fees and expenses of the Company’s counsel and accountants (except legal fees of Investor’s counsel associated with the review of the Registration Statement).

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INDEMNIFICATION.

With respect to Registrable Securities which are included in a Registration Statement under this Agreement:

(a) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, the directors, officers, partners, employees, agents, representatives of, and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation there under relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). The Company shall reimburse the Investor and each such controlling person promptly as such expenses are incurred and are due and payable, for any legal fees or disbursements that are reasonably incurred by them or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (y) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c); and (z) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person.

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(b) In connection with a Registration Statement, the Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers, employees, representatives, or agents and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or is based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs (i) in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement or (ii) from the Investor’s violation of any prospectus delivery requirements under the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation there under relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement; and, subject to Section 6(d), such Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, however, that, absent fraud or gross negligence, the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the prospectus was corrected and such new prospectus was delivered to each Investor prior to such Investor’s use of the prospectus to which the Claim relates.

(c) Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel reasonably mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the reasonable and documented fees and expenses of not more than one (1) counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

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(d) The indemnification required by this Section 6 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 Indemnified Damages are incurred.

(e) The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

CONTRIBUTION.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities; and (iii) no contribution shall be made under circumstances where the maker would not have been eligible for indemnification under the fault standards set forth in Section 6 of this Agreement.

REPORTS UNDER THE EXCHANGE ACT.

With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration, and as a material inducement to the Investor’s purchase of the Shares the Company represents, warrants, and covenants to the following:

(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 6-K reports.

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(b) During the Registration Period, the Company shall use its reasonable best efforts to file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Purchase Agreement) and such reports shall conform to the requirement in all material respects of the Exchange Act and the SEC for filing thereunder.

(c) The Company shall furnish to the Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or interim report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor” hereunder.

AMENDMENT OF REGISTRATION RIGHTS.

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investor. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon each of the Investor and the Company.

MISCELLANEOUS.

(a) A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities or owns the right to receive the Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.

(b) The Company shall not include any other securities on a Registration Statement which includes Registrable Securities unless otherwise agreed by the Investor.

(c) Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered pursuant to the notice provisions of the Purchase Agreement or to such other address and/or electronic mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s email service provider containing the time, date, and recipient email or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by email or receipt from a nationally recognized overnight delivery service in accordance with this section.

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(d) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

(e) The laws of the State of New York shall govern all issues concerning the relative rights of the Company and the Investor as its stockholder. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, New York and federal courts for the Southern District of New York sitting New York, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(f) This Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.

(g) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h) This Agreement may be executed in identical counterparts, both of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including by e-mail attachment, shall be deemed to have been duly and validly delivered and be valid and effective for all purposes of this Agreement.

(i) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(j) The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.

(k) This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

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INWITNESS WHEREOF, the Investor and the Company have caused their signature page to this Registration Rights Agreement to be duly executed as of the date first above written.

COMPANY:
KNOREX, Ltd.
By:	/s/<br> Khar Heng Choo
Name:	Khar<br> Heng Choo
Title:	Chief<br> Executive Officer

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INVESTOR:
RK CAPITAL MANAGEMENT LLC
By:	/s/<br> Jordan Abisch
Name:	Jordan<br> Abisch
Title:	Managing<br> Partner
INVESTOR:
NORTH COMMERCE PARKWAY CAPITAL LP
By:	NCPC<br> GP LLC
Its:	General<br> Partner
By:	/s/<br> Jordan Abisch
Name:	Jordan<br> Abisch
Title:	Managing<br> Partner
INVESTOR:
TQP HOLDINGS LLC
By:	TQ<br> Master Fund LP
Its:	Managing<br> Member
By:	TQ<br> Fund GP LLC
Its:	General<br> Partner
By:	/s/<br> Tanvir Kirpalani
Name:	Tanvir<br> Kirpalani
Title:	Authorized<br> Signatory

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