YDKG 6-K 2025 - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-33765

AIRNETTECHNOLOGY INC.

(Exact name of registrant as specified in its charter)

Suite 301

No. 26 Dongzhimenwai Street

Chaoyang District, Beijing 100027

The People’s Republic of China

(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 ☐

Registered Direct Offering

On August 22, 2025, AirNet Technology Inc. (“AirNet” or the “Company”), entered into a share purchase agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, and the Purchasers agreed to subscribe and purchase, 80,826,225 of its ordinary shares, par value US$0.04 each (the “Ordinary Shares”), and accompanying warrants (the “Stapled Warrants”) to purchase up to 80,826,225 Ordinary Shares at a combined purchase price of U$2.227 per Ordinary Share and accompanying Stapled Warrant in a registered direct offering. The gross proceeds to AirNet from the offering are expected to be approximately US$180.0 million, before deducting offering expenses payable by the Company. The offering is expected to close on August 27, 2025, subject to customary closing conditions.

Each Stapled Warrant will have an initial exercise price per share of U$3.3405, subject to certain adjustments. The Stapled Warrants will be exercisable immediately and will expire on August 27, 2030. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a Stapled Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 4.99% or 9.99%, at the holder’s election, of the Company’s outstanding Ordinary Shares immediately after exercise.

The securities are being offered pursuant to the Company’s effective registration statement on Form F-3 (Registration No. 333-279318), as amended, initially filed with the U.S. Securities and Exchange Commission on May 10, 2024 (the “F-3 Registration Statement”) and a prospectus supplement thereunder.

The foregoing descriptions of the Purchase Agreement and the Stapled Warrants are qualified in its entirety by reference to the full text of the Purchase Agreement and the form of Stapled Warrant, copies of which are attached to this current report on Form 6-K as Exhibits 10.1 and 10.2, respectively. This current report on Form 6-K (including the documents attached as exhibit hereto) is hereby incorporated by reference into the F-3 Registration Statement and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

A copy of the legal opinion of Conyers Dill & Pearman LLP relating to the validity of the issuance and sale of the Ordinary Shares in the Offering is attached as Exhibit 5.1 hereto. A copy of the legal opinion of Cooley LLP relating to the validity of the issuance and sale of the securities in the Stapled Warrants is attached as Exhibit 5.2 hereto.

SIGNATURES

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

	AIRNET TECHNOLOGY INC.
Date: August 25, 2025	By:	/s/ Dan Shao
	Name:	Dan Shao
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Conyers Dill & Pearman LLP
5.2	Opinion of Cooley LLP
10.1	Securities Purchase Agreement, dated August 22, 2025
10.2	Form of Stapled Warrant
23.1	Consent of Conyers Dill & Pearman LLP (included in Exhibit 5.1)
23.2	Consent of Cooley LLP (included in Exhibit 5.2)

Exhibit 5.1

CONYERS DILL & PEARMAN LLP<br><br> <br><br><br><br><br>SIX, 2^nd^ Floor, Cricket Square<br><br><br><br>PO Box 2681, Grand Cayman KY1-1111<br><br><br><br>Cayman Islands<br><br><br><br><br><br><br>T +1 345 945 3901<br><br><br><br><br><br><br>conyers.com

25 August 2025

1-345-814-7786

[email protected]

AirNet Technology Inc.

Suite 301

No. 26 Dongzhimenwai Street

Chaoyang District Beijing 100027

The People’s Republic of China

Dear Sir / Madam

Re: AirNet Technology Inc. (the “Company”)

We have acted as special Cayman Islands legal counsel to the Company in connection with the Company’s registration statement on Form F-3 (File No. 333-279318) as amended (the "Registration Statement") and prospectus supplement annexed thereto (the “Prospectus Supplement”) (which terms do not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) filed by the Company with the United States Securities and Exchange Commission (the "Commission") relating to the registration under the US Securities Act of 1933 (as amended) (the "Securities Act") of a prospectus filed with and declared effective by the Commission on 10 May 2024 as amended by prospectus supplement dated 22 August 2025 (the “Prospectus”) relating to the registered direct offering by the Company of (i) up to 80,826,225 ordinary shares of the Company of par value US$0.04 each (the “Ordinary Shares”) and (ii) up to 80,826,225 accompanying Ordinary Share purchase warrants (the “Warrants”) and (iii) the issuance of Ordinary Shares upon the exercise of the Warrants described herein (the “Warrant Shares”, and together with the Ordinary Shares and the Warrants, the “Securities”), subject to and in accordance with the terms and conditions of the Securities Purchase Agreement between the Company and each of the purchasers set out thereto dated 22 August 2025 (the “Securities Purchase Agreement”).

1.	DOCUMENTS REVIEWED

For the purposes of giving this opinion, we have examined and relied upon a copy of the following documents:

1.1.	the Registration Statement;
1.2.	the Prospectus and Prospectus Supplement; and
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1.3.	the Securities Purchase Agreement.
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The documents listed in items 1.1 through 1.3 above are herein sometimes collectively referred to as the "Transaction Documents" (which terms do not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

We have also reviewed:

1.4.	the certificate of incorporation of the Company dated 12 April 2007, the certificate of incorporation<br>on change of name of the Company dated 27 May 2019 and the Second Amended and Restated Memorandum and Articles of Association of the Company<br>approved by special resolution passed on 27 May 2019 (the “Constitutional Documents”);
1.5.	a copy of unanimous written resolution of the directors of the Company dated 22 August 2025 (the "Resolutions");
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1.6.	a copy of a Certificate of Good Standing (the “Good Standing Certificate”) issued by<br>the Registrar of Companies in relation to the Company on 22 August 2025 (the “Certificate Date”);
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1.7.	the results of our electronic searches against the Company at the Registrar of Companies conducted on<br>22 August 2025 and the electronic Register of Writs and other Originating Process of the Grand Court of the Cayman Islands conducted at<br>11:20 am on 22 August 2025;
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1.8.	the register of directors of the Company dated 9 July 2025;
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1.9.	a certificate from a director of the Company dated 23 August 2025, a copy of which is attached hereto<br>(the “Director’s Certificate” and together with the Constitutional Documents, the Good Standing Certificate and<br>the Resolutions, the “Corporate Documents”); and
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1.10.	such other documents and made such enquiries as to questions of law as we have deemed necessary in order<br>to render the opinion set forth below.
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2.	ASSUMPTIONS
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We have assumed:

2.1.	the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether<br>or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;
2.2.	that where a document has been examined by us in draft form, it will be or has been executed in the form<br>of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn<br>to our attention;
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2.3.	the capacity, power and authority of each of the parties to the Transaction Documents, other than the<br>Company, to enter into and perform its respective obligations under the Transaction Documents;
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2.4.	the due execution and delivery of the Transaction Documents by each of the parties thereto, other than<br>the Company, and the physical delivery thereof by with an intention to be bound thereby;
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2.5.	the accuracy and completeness of all factual representations made in the Resolutions and Transaction Documents<br>and other documents reviewed by us;
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2.6.	that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by<br>unanimous written resolutions, remain in full force and effect and have not been rescinded or amended;
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2.7.	that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would<br>have any implication in relation to the opinions expressed herein;
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2.8.	the legality, validity and binding effect under the laws of the State of New York, USA (the "ForeignLaws") of the Transaction Documents in accordance with their respective terms;
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2.9.	the validity and binding effect under the Foreign Laws of the submission by the Company pursuant to the<br>Transaction Documents to the exclusive jurisdiction of the state and federal courts of the United States of America located in the City<br>of New York, Borough of Manhattan (the "Foreign Courts");
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2.10.	that the Company will issue the Securities in furtherance of its objects as set out in its Constitutional<br>Documents;
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2.11.	that the Constitutional Documents will not be amended in any manner that would affect the opinions set<br>forth herein;
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2.12.	that, upon the issue of any Securities to be sold by the Company, the Company will receive consideration<br>for the full issue price thereof which shall not be less than the par value thereof;
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2.13.	no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands<br>to subscribe for any Securities of the Company;
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2.14.	the Offering and the transactions contemplated under the Transaction Documents complies with the requirements<br>of the applicable rules of the Nasdaq Stock Market;
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2.15.	that on the date of entering into the Securities Purchase Agreement, the Company is and after entering<br>into the Securities Purchase Agreement will be, able to pay debts;
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2.16.	the Company has not taken any action to appoint a restructuring officer;
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2.17.	the validity and binding effect under the laws of the United States of America of the Transaction Documents<br>and that the Transaction Documents will or have been duly filed with and declared effective by the Commission prior to, or concurrent<br>with, the sale and/or issuance of the Securities (as applicable);
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2.18.	the Company will have sufficient authorized capital to effect the issue of each of the Securities at the<br>time of issuance pursuant to the Transaction Documents, whether as a principal issue or on the exercise of the Warrants;
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2.19.	that there is no contractual or other prohibition or restriction (other than as arising under Cayman Islands<br>law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the documents reviewed<br>by us;
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2.20.	each of the Transaction Documents reviewed by us are, or will be, legal, valid, binding and enforceable<br>against all relevant parties in accordance with their terms under all relevant laws (other than, with respect to the Company, the laws<br>of the Cayman Islands); and
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2.21.	save for the Corporate Documents and the statutory registers of the Company, there are no records of the<br>Company, resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions envisaged in the documents<br>reviewed by us or restrict the powers and authority of the directors of the Company in any way or which would affect any opinion given<br>herein.
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3.	QUALIFICATIONS
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3.1.	We express no opinion with respect to the issuance of Securities pursuant to any provision of the Transaction<br>Documents that purports to obligate the Company to issue Securities following the commencement of a winding up or liquidation of the Company.
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3.2.	Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title<br>to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where<br>an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal<br>position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified<br>where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications<br>are rarely made in the Cayman Islands and there are no circumstances or matters of fact known to us on the date of this opinion letter<br>which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if<br>such an application were made in respect of the Shares, then the validity of such shares may be subject to re-examination by a Cayman<br>Islands court.
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3.3.	We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other<br>than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited<br>to and is given on the basis of the current law and practice in the Cayman Islands.
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3.4.	This opinion is issued solely for your benefit and use in connection with the matter described herein<br>and is not to be relied upon by any other person, firm or entity or in respect of any other matter.
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4.	OPINION
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On the basis of and subject to the foregoing, we are of the opinion that:

4.1.	The Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate<br>of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (as revised) (the “Act”),<br>a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no<br>knowledge that the company is in default under the Act.
4.2.	When issued and paid for in accordance with the Transaction Documents and recorded in the register of<br>members of the Company, the Ordinary Shares and the Warrant Shares will be validly issued, fully-paid and non-assessable (which term when<br>used herein means that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).
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4.3.	The Warrants have been duly authorized and when issued and delivered by the Company pursuant to the Securities<br>Purchase Agreement against payment of the consideration set forth in the Securities Purchase Agreement, such Warrants will be validly<br>issued and will constitute valid and binding obligations of the Company in accordance with the terms thereof.
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We hereby consent to the filing of this opinion as exhibit 5.1 to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving this consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the Rules and Regulations of the Commission promulgated thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Yours faithfully,

/s/ Conyers Dill & Pearman LLP

Conyers Dill & Pearman LLP

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Director’s Certificate

AirNet Technology Inc.

Suite 301

No. 26 Dongzhimenwai Street

Chaoyang District Beijing 100027

To:	Conyers Dill & Pearman LLP

SIX, 2^nd^ Floor, Cricket Square

PO Box 2681, Grand Cayman

KY1-1111

Cayman Islands

23 August 2025

AirNet Technology Inc. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1	The Constitutional Documents remain in full force and effect and are unamended,<br>other than in respect of the authorised share capital of the Company, which is $40,000,000 divided into 900,000,000 ordinary shares of<br>a nominal or a par value of US$0.04 each and 100,000,000 preferred shares of a nominal or par value of US$0.04 each as at the date of<br>this certificate.
2	The Resolutions were duly passed in the manner prescribed in the Constitutional<br>Documents (including, without limitation, with respect to the disclosure of interests (if any) by the directors of the Company) and have<br>not been amended, varied or revoked in any respect.
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3	The directors of the Company at the date of the Resolutions and at the date<br>hereof were and are as follows:
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3.1	Man Guo;
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3.2	Songzuo Xiang;
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3.3	Baozhen Guo;
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3.4	Hao Huang; and
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3.5	Chunhua Tian.
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4	The Securities Purchase Agreement has been executed and unconditionally<br>delivered by any director of the Company for and on behalf of the Company.
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5	The Company has, and will have at the time of the issue of the Ordinary<br>Shares and Warrant Shares sufficient authorised but unissued share capital to be able to issue such Ordinary Shares and Warrant Shares.
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6	The shareholders of the Company (the "Shareholders") have<br>not restricted or limited the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than<br>as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the<br>Securities Purchase Agreement and any documents in connection therewith.
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7	You have been provided with complete and accurate copies of all minutes<br>of meetings or written resolutions or consents of the shareholders and directors (or any committee thereof) of the Company (which were<br>duly convened, passed and/or (as the case may be) signed and delivered in accordance with the Constitutional Documents) and the certificate<br>of incorporation, Memorandum and Articles of Association (as adopted on incorporation and as subsequently amended) and statutory registers<br>of the Company.
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8	Prior to, at the time of, and immediately following the execution of the<br>Securities Purchase Agreement, the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will<br>enter, into Securities Purchase Agreement for proper value and not with an intention to defraud or wilfully defeat an obligation owed<br>to any creditor or with a view to giving a creditor a preference.
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9	Each director of the Company considers the transactions contemplated by<br>the Transaction Documents to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company,<br>and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion.
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10	To the best of my knowledge and belief, having made due inquiry, the Company<br>is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction and neither the directors nor Shareholders<br>have taken any steps to have the Company struck off or placed in liquidation. Further, no steps have been taken to wind up the Company<br>or to appoint restructuring officers or interim restructuring officers, and no receiver has been appointed in relation to any of the Company's<br>property or assets.
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11	The Securities Purchase Agreement has been, or will be, authorised and duly<br>executed and delivered by or on behalf of all relevant parties in accordance with all relevant laws.
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12	No invitation has been made or will be made by or on behalf of the Company<br>to the public in the Cayman Islands to subscribe for any of the Securities.
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13	The Ordinary Shares and Warrant Shares to be issued pursuant to the Securities<br>Purchase Agreement have been, or will be, duly registered, and will continue to be registered, in the Company's register of members (shareholders).
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14	The Company is not a central bank, monetary authority or other sovereign<br>entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.
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I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion, unless I shall have previously notified you in writing personally to the contrary.

Signature:	/s/ Man Guo
Name:	Man Guo
Title:	Director
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Exhibit5.2

Yilin Xu

+86 10 8540 0695

[email protected]

August 25, 2025

AirNet Technology Inc.

Suite 301

No. 26 Dongzhimenwai Street

Chaoyang District, Beijing 100027

The People’s Republic of China

Ladies and Gentlemen:

We have acted as special counsel to AirNet Technology Inc., a corporation organized under the laws of the Cayman Islands (the “Company”), in connection with the sale by the Company of 80,826,225 ordinary shares, $0.04 par value per share, of the Company (the “Shares”) and warrants (the “Warrants”) to purchase up to 80,826,225 ordinary shares (the “Warrant Shares”), pursuant to the Registration Statement on Form F-3, as amended (File No. 333-279318) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act’), the prospectus included in the Registration Statement (the “Base Prospectus”) and the prospectus supplement relating to the Shares, the Warrants and the Warrant Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act (together with the Base Prospectus, the “Prospectus”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the Prospectus, (b) the form of Warrant to be filed as an exhibit to a Report of the Company on Form 6-K, and (c) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons, including the Company. We have not independently verified such matters. As to certain factual matters, we have relied upon a certificate of an officer of the Company.

Our opinion is expressed solely with respect to the laws of the State of New York. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation. We note that the Company is organized under the laws of Cayman Islands. We have assumed all matters determinable under the laws of Cayman Islands, including without limitation the valid existence and good standing of the Company, the corporate power of the Company to authorize, execute and deliver the Warrants and perform its obligations thereunder, the due authorization of the Warrants by the Company and the due authorization of the ordinary shares of the Company underlying the Warrants.

With regard to our opinion concerning the Warrants constituting valid and binding obligations of the Company:

(i) Our opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law.

China World Office Tower A

Suite 5201

No. 1 Jianguomenwai Avenue, Beijing, China 100004

T: +86 10 8540 0600 F: +86 10 8540 0700 www.cooley.com

AirNet Technology Inc.<br><br> <br>August 25, 2025<br><br> <br>Page Two

(ii) Our opinion is subject to the qualification that the availability of specific performance, an injunction or other equitable remedies is subject to the discretion of the court before which the request is brought.

(iii) We express no opinion as to any provision of the Warrants that: (a) provides for liquidated damages, buy-in damages, monetary penalties, prepayment or make-whole payments or other economic remedies to the extent such provisions may constitute unlawful penalties, (b) relates to advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitations, trial by jury, or procedural rights, (c) restricts non-written modifications and waivers, (d) provides for the payment of legal and other professional fees where such payment is contrary to law or public policy, (e) relates to exclusivity, election or accumulation of rights or remedies, (f) authorizes or validates conclusive or discretionary determinations, or (g) provides that provisions of the Warrants are severable to the extent an essential part of the agreed exchange is determined to be invalid and unenforceable.

(iv) We express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law provided for in the Warrants.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Warrants, when duly executed and delivered against payment therefor as provided in the Registration Statement and the Prospectus, will constitute binding obligations of the Company.

This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to a Report on Form 6-K to be filed with the Commission for incorporation by reference into the Registration Statement. In giving such consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission promulgated thereunder.

Very truly yours,
Cooley LLP
By:	/s/ Yilin Xu
	Yilin Xu

China World Office Tower A

Suite 5201

No. 1 Jianguomenwai Avenue, Beijing, China 100004

T: +86 10 8540 0600 F: +86 10 8540 0700 www.cooley.com

Exhibit 10.1

Execution Version

SECURITIES PURCHASE AGREEMENT

This securities purchase agreement (this “Agreement”) is made as of August 22, 2025 by and among AirNet Technology Inc., a Cayman Islands exempted company (the “Company”), and the purchasers listed on Schedule A hereto (the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “SecuritiesAct”), the Company desires to issue and sell to each Purchaser, and each Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW THEREFORE, in consideration of the mutual agreements, representations, warranties and covenants herein contained, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1.	Definitions
(a)	As used in this Agreement, the following terms shall have the following respective meanings:
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(i)	“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling,<br>controlled by or under common control with such Person. For purposes of this definition, “control” when used with respect<br>to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership<br>of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative<br>meanings.
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(ii)	“BTC” means the native currency of Bitcoin blockchain.
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(iii)	“Company Options” shall mean options to purchase Ordinary Share under any of the Company Stock Option Plans.
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(iv)	“Company Stock Option Plan” shall mean each share option plan, share award plan, share appreciation right<br>plan, phantom share plan, share option, other equity or equity-based compensation plan, equity or other equity based award to any employee,<br>whether payable in cash, shares or otherwise (to the extent not issued pursuant to any of the foregoing plans), or other plan or contract<br>of any nature with any employee pursuant to which any share, option, warrant or other right to purchase or acquire shares of the Company<br>or right to payment based on the value of Company shares has been granted or otherwise issued.
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(v)	“Cryptocurrencies” means BTC and ETH.
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(vi)	“ETH” means the native cryptocurrency of the Ethereum blockchain.
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(vii)	“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.
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(viii)	“FCPA” shall mean the Foreign Corrupt Practices Act of 1977, as amended.
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(ix)	“GAAP” shall mean United States generally accepted accounting principles.
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(x)	“Governmental Entity” shall mean any national, provincial, state, municipal, local government, any instrumentality,<br>subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental<br>or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.
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(xi)	“Knowledge” or any other similar knowledge qualification shall mean, the actual or constructive knowledge<br>of such Person after due inquiry, and with respect to any Person that is not a natural person, the actual or constructive knowledge of<br>such Person’s directors and officers, after due inquiry.
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(xii)	“Legal Requirements” shall mean any national, provincial, state, municipal, local or other law, statute,<br>constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued,<br>enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.
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(xiii)	“Lien” shall mean any pledge, claim, lien, charge, encumbrance, option and security interest of any kind<br>or nature whatsoever.
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(xiv)	“Material Adverse Effect” shall mean, when used in connection with an entity, any change, event, violation,<br>inaccuracy, circumstance or effect that could have or reasonably be expected to result in: (i) a material adverse effect on the legality,<br>validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business,<br>prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect<br>on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document.
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(xv)	“Nasdaq” shall mean the Nasdaq Capital Market.
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(xvi)	“Ordinary Share” shall mean an Ordinary Share of the Company of a par value of US$0.04 each.
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(xvii)	“Permits” shall mean all permits, licenses, variances, exemptions, orders and approvals from Governmental<br>Entities.
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(xviii)	“Permitted Liens” shall mean (i) statutory liens for taxes that are not yet due and payable, (ii) statutory<br>liens to secure obligations to landlords, lessors or renters under leases or rental agreements, (iii) deposits or pledges made in connection<br>with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by applicable law, (iv)<br>statutory liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other<br>like liens, (v) liens in the ordinary course of business, and (vi) liens in favor of customs and revenue authorities arising as a matter<br>of an applicable Legal Requirement to secure payments of customs duties in connection with the importation of goods.
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(xix)	“Person” shall mean any individual, corporation (including any non-profit corporation), general partnership,<br>limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or<br>joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity.
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(xx)	“Purchase Shares” means, collectively, the Ordinary Shares purchased by the Purchasers.
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(xxi)	“Preferred Shares” means the preferred shares of the Company of a par value of US$0.04 each.
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(xxii)	“Prospectus” means the prospectus contained in the Registration Statement at the time it was declared effective.
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(xxiii)	“Prospectus Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities<br>Act that is filed with the SEC and delivered by the Company to the Purchaser at the Closing.
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(xxiv)	“Registration Statement” means the effective registration statement with SEC (File No. 333-279318), which<br>registers the certain securities of the Company, among others, under the Securities Act.
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(xxv)	“SEC” shall mean the U.S. Securities and Exchange Commission.
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(xxvi)	“Securities” means, collectively, the Purchase Shares and the accompanying Stapled Warrants.
(xxvii)	“Securities Act” shall mean the Securities Act of 1933, as amended.
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(xxviii)	“Subscription Amount” shall mean, for each Purchaser, (a) the amount of Securities listed on Schedule A<br>for such Purchaser, multiplied by (b) the Purchase Price.
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(xxix)	“Subsidiaries” shall mean, when used with respect to any party, any corporation or other organization, whether<br>incorporated or unincorporated, at least a majority of the securities or other interests of which having by their terms ordinary voting<br>power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization<br>is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more<br>of its Subsidiaries. For the avoidance of doubt, the Subsidiaries of the Company shall include any variable interest entity over which<br>the Company or any of its Subsidiaries effects control pursuant to contractual arrangements and which is consolidated with the Company<br>in accordance with generally accepted accounting principles applicable to the Company.
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(xxx)	“Stapled Warrants” means, collectively, the purchase warrants delivered to the Purchasers at the Closing,<br>which shall be exercisable immediately and shall expire upon the earlier of (i) five years after the Closing Date, or (ii) when exercised<br>in full, in the form of Exhibit A attached hereto.
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(xxxi)	“Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments<br>entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be<br>amended from time to time.
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(xxxii)	“Warrant Shares” means the Ordinary Shares issuable upon exercise of the Stapled Warrants.
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Section 2.	Purchase and Sale
(a)	Purchase and Sale of the Securities. At the Closing, the Company hereby agrees to sell to the Purchasers, and the Purchasers<br>hereby agree to purchase the Securities in the amounts listed on Schedule A, for a purchase price of US$2.227 per Ordinary<br>Share and accompanying Stapled Warrant (the “Purchase Price”).
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The Securities shall be paid in either (1) cash, or (2) either of the Cryptocurrencies at the Purchasers’ sole discretion, in an amount indicated on Purchaser’s signature page of this Agreement. If a Purchaser elects to pay for the Securities in a Cryptocurrency, then the amount of such Cryptocurrency to be paid shall equal (a) the numbers of Securities, multiplied by (b) the Purchase Price and divided by (c) the spot exchange rate for that Cryptocurrency (i.e., any of BTC or ETH, as applicable) as published by Coinbase.com at 8:00 p.m. (New York City time) on August 20, 2025.

(b)	Closing. At the closing (the “Closing”), the Company shall issue and sell the Securities to the Purchasers<br>as indicated on Schedule A. The Closing shall take place remotely through the exchange of signature pages and documents electronically<br>or by facsimile. The Closing shall take place on the third business day following the date of this Agreement or a later date as mutually<br>agreed upon by all parties.
(c)	Company Deliveries. At the Closing, the Company shall deliver to the Purchaser the following:
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(i)	this Agreement duly executed by the Company;
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(ii)	a book-entry account statement representing the Purchase Shares being purchased by such Purchaser at the Closing, as set forth opposite<br>such Purchaser’s name in Schedule A;
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(iii)	a Stapled Warrant registered in the name of such Purchaser to be purchased by such Purchaser at the Closing, as set forth opposite<br>such Purchaser’s name in Schedule A
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(iv)	the Prospectus Supplement that shall have been filed with the SEC registering the transactions contemplated hereby;
(v)	if the Subscription Amount is to be paid in cash, the Company shall have provided each Purchaser with the wire instructions executed<br>by the Chief Executive Officer or the Chief Financial Officer; and
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(vi)	if the Subscription Amount is to be paid in Cryptocurrency, the Company shall have provided each Purchaser with an applicable wallet<br>address as specified by the Chief Executive Officer or the Chief Financial Officer (the “Custodial Account”).
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(d)	Purchaser Deliveries. At the Closing, each Purchaser shall deliver to the Company the following:
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(i)	this Agreement duly executed by such Purchaser;
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(ii)	the Purchaser’s Subscription Amount (1) if paid in cash, by wire transfer to the account specified in the wire instructions<br>executed by the Chief Executive Officer or the Chief Financial Officer or (2) if paid in Cryptocurrency, then transferred to the Custodial<br>Account.
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Section 3.	Representations and Warranties of the Company.

Except as set forth in the Company SEC Reports (as defined below), the Company hereby represents and warrants to the Purchaser as follows:

(a)	Organization; Good Standing; Qualification; Subsidiaries. The Company is an entity duly organized or incorporated (as applicable),<br>validly existing and in good standing (when such concept is applicable) under the laws of the jurisdiction of its incorporation or organization,<br>has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted as<br>described in the Company SEC Reports. The Company is duly qualified and in good standing to do business in each jurisdiction in which<br>the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions<br>where the failure to be so qualified and in good standing, individually or in the aggregate, would not reasonably be expected to have<br>a Material Adverse Effect on the Company. The Company owns, directly or indirectly, the capital stock or other equity interests of each<br>Subsidiary as set forth in the Company SEC Reports.
(b)	Capitalization.
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(i)	Authorized Share Capital. The authorized share capital of the Company is US$40,000,000 divided into (i) 900,000,000 Ordinary<br>Shares of a nominal or par value of US$0.04 each and (ii) 100,000,000 Preferred Shares of a nominal or par value of US$0.04 each. As of<br>the date hereof, 29,888,248 Ordinary Shares were issued and outstanding (excluding 1,307,229 treasury shares) and none of the Preferred<br>Shares were issued and outstanding. All of the outstanding shares of the Company are duly authorized and validly issued, fully paid and<br>nonassessable and not subject to any preemptive rights.
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(ii)	Equity Incentive Plan. As of the date hereof, there are no Ordinary Shares issuable under the Company Stock Option Plan. All<br>Ordinary Shares subject to issuance under the Company Stock Option Plans, upon issuance on the terms and conditions specified in the instruments<br>pursuant to which they are issuable (including payment of the exercise price therefor), would be duly authorized and validly issued, fully<br>paid and nonassessable. Except for outstanding Company Options, there are no outstanding or authorized restricted share units, share appreciations,<br>phantom shares, profit participation or other forms of share-based awards with respect to the Company as of the date hereof.
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(iii)	Other Securities. Other than nil authorized but unissued shares that are being held in reserve by the Company for its future<br>issuance of shares underlying the warrants and/or options that were outstanding prior to the date hereof, there are no other securities,<br>options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or<br>by which any of them is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares<br>of capital stock or other voting securities of the Company, or obligating the Company to issue, grant, extend or enter into any such security,<br>option, warrant, call, right, commitment, agreement, arrangement or undertaking.
(c)	Authorization; Non-Contravention.
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(i)	Authorization. All corporate action on the part of the Company necessary for the authorization, execution and delivery of this<br>Agreement and the other Transaction Documents to which it is a party, the performance of all obligations of the Company hereunder and<br>thereunder, and the authorization, issuance, sale and delivery of the Securities has been taken prior to the date hereof, and each of<br>this Agreement and the other Transaction Documents to which the Company is a party, when validly executed by the Purchaser, constitutes<br>a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by general equitable<br>principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement<br>of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief<br>or other equitable remedies, and (iii) to the extent the indemnification provisions contained therein may be limited by applicable federal<br>or state securities laws.
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(ii)	Non-Contravention. The execution, delivery and performance by the Company of this Agreement and of the other Transaction Documents<br>to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation,<br>the issuance of the Securities) will not (i) result in a violation of the Company’s second amended and restated memorandum and articles<br>of association, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default)<br>under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument<br>to which the Company is a party, or (iii) subject to the consents set forth in Section 3(e), result in a violation of any Legal Requirement<br>applicable to the Company or by which any property or asset of the Company is bound or affected.
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(d)	SEC Filings; Financial Statements; Internal Controls.
---	---
(i)	SEC Filings. As of the date hereof, the Company has filed all required registration statements, prospectuses, reports, schedules,<br>forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by<br>it with the SEC for the one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to<br>file such material); all such documents, as amended, are referred to herein as the “Company SEC Reports.” All<br>such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC have<br>been made available to the Purchaser or are publicly available in the Interactive Data Electronic Applications database of the SEC. As<br>of their respective dates (or if subsequently amended or supplemented, on the date of such amendment or supplement), the Company SEC Reports<br>(i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act,<br>as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (ii) did not contain<br>any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the<br>statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries<br>is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications<br>required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated<br>thereunder, with respect to any Company SEC Report. Neither the Company nor any of its executive officers has received notice from any<br>Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.
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(ii)	Financial Statements. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained<br>in the Company SEC Reports (the “Company Financials”): (i) complied in all material respects with the published<br>rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout<br>the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, for normal<br>and recurring year-end adjustments and as may be permitted by the SEC on Form 20-F, 6-K or any successor or like form under the Exchange<br>Act); and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries<br>as at the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated.<br>The balance sheet of the Company as of December 31, 2023 contained in the Company SEC Reports is hereinafter referred to as the “CompanyBalance Sheet.” Except as disclosed in the Company Financials, since the date of the Company Balance Sheet and through the<br>date hereof, neither the Company nor any of its Subsidiaries has any liabilities required under GAAP to be set forth on a consolidated<br>balance sheet which, individually or in the aggregate, would have a Material Adverse Effect on the Company.
(e)	Governmental Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental<br>Entity is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement and the transactions<br>contemplated hereby, except for as set forth in Section 5(a)(i)(3) and those that have been obtained on or prior to the date hereof.
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(f)	Brokers or Finders. The Company has not incurred, and shall not incur, directly or indirectly, any liability for any brokerage<br>or finders’ fees or agents commissions or any similar charges in connection with this Agreement or any transaction contemplated<br>hereby.
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(g)	Nasdaq. The Ordinary Shares are listed on Nasdaq. There are no proceedings to revoke or suspend such listing and the Company<br>has not received any notice from Nasdaq, nor does the Company have Knowledge of any reason that the Company does not or will not meet<br>the listing or maintenance requirements for continuing listing on Nasdaq.
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(h)	Valid Issuance of Securities. The Purchase Shares have been duly authorized, and the Purchase Shares, when issued and paid<br>for in accordance with the terms of this Agreement and upon payment of the Purchase Price therefor, will be validly issued, fully paid<br>and nonassessable, and free and clear of all Liens (other than restrictions on transfer imposed by U.S. law (both state and federal) or<br>other applicable securities laws and as set forth in the Transaction Documents). The Warrant Shares, when issued in accordance with the<br>terms of this Agreement and the Stapled Warrants, will be duly authorized, validly issued, fully paid and non-assessable, and free and<br>clear of all Liens other than restrictions on transfer imposed by U.S. law (both state and federal) or other applicable securities laws<br>and as set forth in the Transaction Documents).
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(i)	Offering. The Company has prepared and filed the Registration Statement in conformity in all material respects with the requirements<br>of the Securities Act, which became effective on May 31, 2024, including the Prospectus, and such amendments and supplements thereto as<br>may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order<br>preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been<br>issued by the SEC and no proceedings for that purpose have been instituted or, to the Knowledge of the Company, are threatened by the<br>SEC. The Company, if required by the rules and regulations of the SEC, shall file the Prospectus Supplement with the SEC pursuant to Rule<br>424(b). The Company was at the time of the filing of the Registration Statement eligible to use Form F-3. The Company is eligible to use<br>Form F-3 under the Securities Act as of the date hereof and it meets the transaction requirements with respect to the aggregate market<br>value of securities being sold pursuant to this offering.
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(j)	No Material Adverse Effect. Since the date of the Company Balance Sheet, no event or circumstance has occurred that, individually<br>or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company.
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(k)	Compliance; Permits.
(i)	Compliance. The Company is not in conflict with, or in default or in violation of any Legal Requirement applicable to the Company<br>or by which the Company or any of its businesses or properties is bound or affected, except for conflicts, violations and defaults that<br>did not have or would reasonably not be expected to have a Material Adverse Effect on the Company. As of the date hereof, no material<br>investigation or review by any Governmental Entity is pending or, to the Knowledge of the Company, has been threatened in a writing delivered<br>to the Company, against the Company which has or would reasonably be expected to have a Material Adverse Effect on the Company. There<br>is no judgment, injunction, order or decree binding upon the Company which has or would reasonably be expected to have a Material Adverse<br>Effect on the Company.
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(ii)	Permits. The Company holds, to the extent legally required, all Permits that are required for the operation of the business<br>of the Company, as currently conducted, the failure to hold which would reasonably be expected to have a Material Adverse Effect on the<br>Company (collectively, “Company Permits”). As of the date hereof, no suspension or cancellation of any of the<br>Company Permits is pending or, to the Knowledge of Company, threatened. The Company complies in all material respects with the terms of<br>the Company Permits.
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(l)	Litigation. As of the date hereof, there are no claims, suits, actions or proceedings or, to the Knowledge of the Company,<br>pending or threatened in writing against the Company, before any court, governmental department, commission, agency, instrumentality or<br>authority, or any arbitrator that seeks to restrain or enjoin the consummation of the transactions contemplated hereby or which would<br>reasonably be expected, either singularly or in the aggregate with all such claims, actions or proceedings, to have a Material Adverse<br>Effect on the Company.
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(m)	Ownership of Assets. Other than Permitted Liens, to the Knowledge of the Company, there are no Liens over or affecting the<br>whole or any part of the material assets of the Company which has or would reasonably be expected to have a Material Adverse Effect on<br>the Company.
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(n)	Foreign Corrupt Practices. Neither the Company, nor to the Knowledge of the Company, any agent or other Person acting on behalf<br>of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses<br>related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees<br>or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made<br>by the Company (or made by any Person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated<br>in any material respect any provision of FCPA.
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(o)	Foreign Private Issuer. The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities<br>Act.
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Section 4.	Representations, Warranties and Covenants of thePurchaser.

The Purchaser represents and warrants to the Company as follows:

(a)

Organization; Good Standing; Qualification. The Purchaser is an entity duly organized or incorporated (as applicable), validly existing and in good standing (when such concept is applicable) under the laws of the jurisdiction of its incorporation or organization, and has the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.

(b)	Authorization; Non-Contravention.
(i)	Authorization. All corporate action on the part of the Purchaser necessary for the authorization, execution and delivery of<br>this Agreement and the other Transaction Documents to which it is a party, and the performance of all obligations of the Purchaser hereunder<br>and thereunder, has been taken prior to the date hereof, and each of this Agreement and the other Transaction Documents to which the Purchaser<br>is a party, when validly executed by the Company, constitutes a valid and legally binding obligation of the Purchaser, enforceable in<br>accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,<br>moratorium and other laws of general application affecting the enforcement of creditors’ rights generally, and (ii) as limited by<br>laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
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(ii)	Non-Contravention. The execution, delivery and performance by the Purchaser of this Agreement and of the other Transaction<br>Documents to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby (including,<br>without limitation, the payment of the Purchase Price) will not (i) result in a violation of the Purchaser’s charter documents (each<br>as amended to date), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become<br>a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or<br>instrument to which the Purchaser is a party, or (iii) subject to the consents set forth in Section 4(e), result in a violation of any<br>Legal Requirement applicable to the Purchaser or by which any property or asset of the Purchaser is bound or affected.
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(c)	Purchase Entirely for Own Account. The Securities to be purchased by the Purchaser will be acquired for investment for the<br>Purchaser’s own account, and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and<br>the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser is<br>not a party to any contract, understanding, agreement or arrangement with any person to sell, transfer or otherwise dispose of any of<br>the Securities purchased by it.
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(d)	Receipt of Information. The Purchaser has had an opportunity to ask questions of, and receive answers from, the Company regarding<br>the terms and conditions of the issuance and sale of the Securities, and the business, properties, prospects and financial condition of<br>the Company, and to obtain additional information (to the extent the Company possessed such information or could acquire such information<br>without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access.<br>The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision<br>with respect to its purchase of the Securities. The foregoing, however, does not limit or modify the representations and warranties of<br>the Company in Section 3(d) of this Agreement. The Purchaser acknowledges and understands that no Person other than the Company has been<br>authorized to give any representations not contained in this Agreement in connection with the issuance and sale of the Securities and,<br>if given or made, such information or representation must not be relied upon as having been authorized by the Company.
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(e)	Governmental Consents. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental<br>Entity is required to be obtained or made by the Purchaser in connection with the execution and delivery of this Agreement and the transactions<br>contemplated hereby.
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(f)	Purchaser Status. At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is, outside the<br>United States or an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act.
(g)	Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication<br>and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment<br>in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser understands that its investment in the<br>Securities involves a high degree of risk. The Purchaser can bear the economic risk of an investment in the Securities and, at the present<br>time, is able to afford a complete loss of such investment.
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(h)	Not an Affiliate. The Purchaser is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate”<br>(as defined in Rule 144 promulgated under the Securities Act (or a successor rule thereto)) of the Company or any of its Subsidiaries<br>or (iii) a “beneficial owner” of more than 10% of the Ordinary Shares (as defined for purposes of Rule 13d-3 of the Exchange<br>Act).
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(i)	No Short Sale. Neither the Purchaser nor its affiliates has any open short position in the Ordinary Shares, nor has the Purchaser<br>entered into any hedging transaction that establishes a net short position with respect to the Ordinary Shares, and the Purchaser agrees<br>that it shall not, and that it will cause its affiliates not to, engage in any short sales (as such term is defined in Rule 200 of Regulation<br>SHO of the Exchange Act) or hedging transactions with respect to the Ordinary Shares. The Purchaser is aware that short sales and other<br>hedging activities may be subject to applicable federal and state securities laws, rules and regulations and the Purchaser acknowledges<br>that the responsibility of compliance with any such federal or state securities laws, rules and regulations is solely the responsibility<br>of the Purchaser.
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(j)	Certain Transactions and Confidentiality. The Purchaser has not, nor has any Person acting on behalf of or pursuant to any<br>understanding with the Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of<br>the Company during the period commencing as of the time that the Purchaser first received a term sheet (written or oral) from the Company<br>or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately<br>prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby<br>separate portfolio managers manage separate portions of the Purchaser’s assets and the portfolio managers have no direct knowledge<br>of the investment decisions made by the portfolio managers managing other portions of the Purchaser’s assets, the representation<br>set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision<br>to purchase the Offered Securities covered by this Agreement. Other than to other Persons party to this Agreement or to the Purchaser’s<br>representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates,<br>the Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence<br>and terms of this transaction).
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(k)	Payment in Cryptocurrencies. If Purchaser is paying the Subscription Amount in Cryptocurrencies, (i) Purchaser has all rights,<br>title and interest in and to the Cryptocurrency to be contributed by it to the Company pursuant to this Agreement, (ii) such Cryptocurrency<br>is held in a digital wallet held or operated by or on behalf of the Purchaser at or by an appropriately regulated custodian and/or in<br>accordance with industry-standard security practices (the “Purchaser Digital Wallet”) and neither such Cryptocurrency<br>nor such Purchaser Digital Wallet is subject to any liens, encumbrances or other restrictions, (iii) Purchaser has taken commercially<br>reasonable steps to protect its Purchaser Digital Wallet and such Cryptocurrency and (iv) Purchaser has the exclusive ability to control<br>such Purchaser Digital Wallet, including by use of “private keys” or other equivalent means or through custody arrangements<br>or other equivalent means.
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Section 5. Conditions Precedentto Closing.

(a)	Conditions to the Obligation of the Purchaser to Consummate the Closing. The obligation of the Purchaser to consummate the<br>Closing and to purchase and pay for the Securities being purchased by it pursuant to this Agreement and the Prospectus and the Prospectus<br>Supplement is subject to the satisfaction of the following conditions precedent:
(i)	Representations and Warranties; Covenants.
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(1)	Each of the representations and warranties of the Company in Section 3 shall be true and correct in all material respects as of the<br>date of this Agreement and as of the date of the Closing as though made at that time.
---	---
(2)	The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required<br>by this Agreement prior to the date of Closing.
---	---
(3)	The Company shall have prepared the form ready to be submitted to the China Securities Regulatory Commission within three business<br>days from the Closing of the transaction contemplated under this Agreement regarding this offering under its Trial Administrative Measures<br>of Overseas Securities Offering and Listing by Domestic Companies, which became effective on March 31, 2023.
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(ii)	Qualifications. All authorizations, approvals or Permits, if any, of any Governmental Entity that are required in connection<br>with the lawful issuance, sale and purchase of the Securities, and the purchase and the procurement of foreign exchange for payment of<br>the Purchase Price, pursuant to this Agreement shall have been duly obtained and effective as of the Closing, except as set forth in Section<br>5(a)(i)(3).
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(b)	Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing<br>and to issue and sell the Securities to the Purchaser at the Closing is subject to the satisfaction of the following conditions precedent:
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(i)	Representations and Warranties; Covenants.
---	---
(1)	Each of the representations and warranties of the Purchaser in Section 4 shall be true and correct in all material respects as of<br>the date of this Agreement and as of the date of the Closing as though made at that time.
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(2)	The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions<br>required by this Agreement prior to the date of Closing.
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(ii)	Qualifications. All authorizations, approvals or Permits, if any, of any Governmental Entity that are required in connection<br>with the lawful issuance and sale of the Securities pursuant to this Agreement shall be duly obtained and effective as of the Closing.
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Section 6. Miscellaneous Provisions.

(a)	Public Statements or Releases. None of the parties to this Agreement shall make, issue, or release any announcement, whether<br>to the public generally, or to any of its suppliers or customers, with respect to this Agreement or the transactions provided for herein,<br>or make any statement or acknowledgment of the existence of, or reveal the status of, this Agreement or the transactions provided for<br>herein, without the prior consent of the other parties, which shall not be unreasonably withheld or delayed, provided, that nothing in<br>Section 6(a) shall prevent any of the parties hereto from making such public announcements as it may consider necessary in order to satisfy<br>any Legal Requirements applicable to it, but to the extent not inconsistent with such Legal Requirements, it shall provide the other parties<br>with an opportunity to review and comment on any proposed public announcement before it is made.
(b)	Notices.
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(i)	Any notices, reports or other correspondence (hereinafter collectively referred to as “Correspondence”) required or permitted<br>to be given hereunder shall be sent by international courier, facsimile, email or delivered by hand to the party to whom such Correspondence<br>is required or permitted to be given hereunder. Where a notice is sent by overnight courier, service of the notice shall be deemed to<br>be effected by properly addressing, and sending such notice through an internationally recognized express courier service, delivery fees<br>pre paid, and to have been effected three business days following the day the same is sent as aforesaid. Where a notice is delivered by<br>facsimile, email, by hand or by messenger, service of the notice shall be deemed to be effected upon delivery.
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(ii)	All Correspondence to the Company shall be addressed as follows:
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AirNet Technology Inc.

Suite 301

No. 26 Dongzhimenwai Street

Chaoyang District Beijing 100027

The People’s Republic of China

Attention: Penny Pei

Email: penny@ihangmei

With copy to:

Cooley LLP

China World Tower A, Suite 5201

No. 1 Jianguomenwai Avenue

Beijing, 100004

The People’s Republic of China

Attention: Yilin Xu

Email: [email protected]

(iii)	All Correspondence to the Purchaser shall be sent to such Purchaser at the address set forth under such Purchaser’s name on<br>Schedule A.
(iv)	Any entity may change the address to which Correspondence to it is to be addressed by notification as provided for herein.
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(c)	Captions. The captions and paragraph headings of this Agreement are solely for the convenience of reference and shall not affect<br>its interpretation.
(d)	Severability. Should any part or provision of this Agreement be held unenforceable or in conflict with the applicable laws<br>or regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes,<br>to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of<br>this Agreement shall remain binding upon the parties hereto.
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(e)	Governing Law; Arbitration; Injunctive Relief.
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(i)	This Agreement shall be governed by and construed in accordance with the internal and substantive laws of the State of New York.
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(ii)	Other than as set forth in Section 6(e)(iii), each of the parties hereto irrevocably (i) agrees that any dispute or controversy arising<br>out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, may be settled by arbitration<br>to be held in the Borough of Manhattan in The City of New York in accordance with the rules then in effect of the American Arbitration<br>Association, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying<br>of venue of any such arbitration, and (iii) submits to the non-exclusive jurisdiction of the State of New York in any such arbitration<br>or to the jurisdiction of state of federal courts in the state of New York in any of the legal actions or claims. If submitted to arbitration<br>in any jurisdiction, the decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment<br>may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal<br>share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses;<br>provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable<br>costs and attorney fees.
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(iii)	Each of the parties hereto acknowledges and agrees that damages will not be an adequate remedy for any material breach or violation<br>of this Agreement if such material breach or violation would cause immediate and irreparable harm (an “Irreparable Breach”).<br>Accordingly, in the event of a threatened or ongoing Irreparable Breach, each party hereto shall be entitled to seek, in any court of<br>law of competent jurisdiction, equitable relief of a kind appropriate in light of the nature of the ongoing or threatened Irreparable<br>Breach, which relief may include, without limitation, specific performance or injunctive relief; provided, however, that if the party<br>bringing such action is unsuccessful in obtaining the relief sought, the moving party shall pay the non-moving party’s reasonable<br>costs, including attorney’s fees, incurred in connection with defending such action. Such remedies shall not be the parties’<br>exclusive remedies but shall be in addition to all other remedies provided in this Agreement.
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(f)	Amendment. This Agreement may not be amended, modified or terminated, and no rights or provisions may be waived, except with<br>the written consent of the Company and Purchaser.
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(g)	Expenses. Each party will bear its own costs and expenses in connection with the drafting and negotiation of this Agreement<br>and the other Transaction Documents.
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(h)	Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted<br>assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser<br>(except by merger, share sale, consolidation, reorganization or similar transaction) and no Purchaser may assign any or all of its rights<br>under this Agreement without the prior written consents of the Company. Any purported assignment in violation of this Section shall be<br>void.
(i)	Survival. The respective representations and warranties given by the parties hereto shall terminate upon the earlier of (i)<br>the first anniversary of the Closing, and (ii) the date on which this Agreement is terminated in accordance with Section 6(m) of this<br>Agreement. Notwithstanding any applicable statute of limitations, any claim with respect to the failure of a representation or warranty<br>to be true and correct (other than as a result of fraud or willful misconduct) that is not asserted within such timeframes may not be<br>pursued and is hereby irrevocably waived after such time.
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(j)	Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto respecting the subject matter<br>hereof and supersedes all prior agreements, negotiations, understandings, representations and statements respecting the subject matter<br>hereof, whether written or oral. No modification, alteration, waiver or change in any of the terms of this Agreement shall be valid or<br>binding upon the parties hereto unless made in writing and in accordance with the provisions of Section 6(f) hereof.
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(k)	Counterparts; Reproductions. This Agreement may be executed in any number of counterparts, each of which shall be an original,<br>but all of which together shall constitute one instrument. A facsimile, portable document file (PDF) or other reproduction of this Agreement<br>may be executed by one or more parties and delivered by such party by facsimile, email or any similar electronic transmission pursuant<br>to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective<br>for all purposes.
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(l)	Termination.
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(i)	This Agreement may be terminated, and the transactions contemplated hereby abandoned at any time, by mutual consent of the Company<br>and Purchaser. This Agreement may also be terminated (x) by the Purchaser, by written notice to the Company, or (y) by the Company, by<br>written notice to the Purchaser, in each case if the Closing has not been consummated on or before the 10th day following the date hereof;<br>provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties),<br>and provided, further, that the right of any party to terminate this Agreement shall not be available to any party who’s action<br>or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action<br>or failure to act constitutes a material breach of this Agreement.
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(ii)	If terminated, this Agreement shall become void and there shall be no liability or obligation on the part of any party hereto or their<br>respective officers, directors or Affiliates; provided, however, that (1) each party shall remain liable for any breach of this Agreement<br>prior to its termination, and (2) the provisions of Section 6 shall remain in full force and effect and survive any termination.
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(m)	WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,<br>THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,<br>IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
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[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

AIRNET TECHNOLOGY INC.
By:	/s/ Dan Shao
Name:	Dan Shao
Title:	Chief Executive Officer

[Signature Page to Securities Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

PURCHASER
[NAME OF ENTITY]
By:
Name:
Title:

[Signature Page to Share Purchase Agreement]

SCHEDULE A

Schedule of Purchasers

EXHIBIT A

Form of Stapled Warrants

[attached]

Exhibit10.2

WARRANTTO PURCHASE ORDINARY SHARES

AIRNETTECHNOLOGY INC.

Warrant Shares: [●]

Issuance Date: August 27, 2025

This warrant to purchase ordinary shares (this “Warrant”) certifies that, for value received, the registered holder hereof or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on August 27, 2030 (the “Termination Date”), but not thereafter, to subscribe for and purchase from AirNet Technology Inc., a Cayman Islands exempted company (the “Company”), up to [●] Ordinary Shares of a nominal or par value of US$0.04 each (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Warrant Share shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is one of the Stapled Warrants issued in connection with the transactions contemplated by (i) that certain Securities Purchase Agreement, dated as of August 22, 2025, by and between the Company and the purchasers listed in Schedule A thereto, (ii) the Company’s Registration Statement on Form F-3 (File No. 333-279318) (the “Registration Statement”) and (iii) the Company’s prospectus supplement, dated August 22, 2025, to the base prospectus (the “Prospectus Supplement”) contained in the Registration Statement, dated May 10, 2024.

Section 1.	Definitions.<br>Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement<br>(the “Purchase Agreement”), dated August 22, 2025, by and among the Company and the purchasers signatory thereto.

Section 2.	Exercise.
(a)	Exercise<br> of Warrant. Exercise of the purchase rights represented by this Warrant may be made,<br> in whole or in part, at any time or times on or after the Issuance Date and on or before<br> the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF<br> copy submitted by email (or email attachment) of the Notice of Exercise in the form annexed<br> hereto (the “Notice of Exercise”). Within three Trading Days following<br> the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate<br> Exercise Price for the Warrant Shares in the manner specified in the applicable Notice of<br> Exercise. If a Purchaser elects to pay the Exercise Price in a cryptocurrency mutually agreed<br> upon by the Company and the Holder (“Cryptocurrency”), then the<br> amount of such Cryptocurrency to be paid shall equal (a) the Exercise Price divided by (b)<br> the spot exchange rate for that Cryptocurrency as published by Coinbase.com at 8:00 p.m.<br> (New York City time) on the Trading Day preceding the Notice of Exercise. No ink-original<br> Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of<br> guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything<br> herein to the contrary, the Holder shall not be required to physically surrender this Warrant<br> to the Company until the Holder has purchased all of the Warrant Shares available hereunder<br> and the Warrant has been exercised in full, in which case the Holder shall surrender this<br> Warrant to the Company for cancellation within three Trading Days of the date on which the<br> final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting<br> in purchases of a portion of the total number of Warrant Shares available hereunder shall<br> have the effect of reducing the outstanding number of Warrant Shares purchasable hereunder<br> in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the<br> Company shall maintain records showing the number of Warrant Shares purchased and the date<br> of such purchases. The Company shall deliver any objection to any Notice of Exercise within<br> one Trading Day of receipt of such notice. The Holder and any permitted assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
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(b)	Exercise<br> Price. The exercise price per Warrant Share under this Warrant shall be US$3.3405, subject<br> to adjustment hereunder (the “Exercise Price”).
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(c)	Cashless<br> Exercise. If at the time of exercise hereof a registration statement registering the<br> issuance of the Warrant Shares under the Securities Act is not effective or available for<br> the issuance of all of the Warrant Shares to the Holder, then this Warrant may only be exercised,<br> in whole or in part, at such time by means of a “cashless exercise” in which<br> the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient<br> obtained by dividing [(A-B) (X)] by (A), where:
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(A) =	as<br> applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable<br> Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant<br> to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered<br> pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading<br> hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities<br> laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading<br> Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price<br> of the Ordinary Shares on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”)<br> as of the time of the Holder’s execution of the applicable Notice of Exercise if such<br> Notice of Exercise is executed during “regular trading hours” on a Trading Day<br> and is delivered within two hours thereafter (including until two hours after the close of<br> “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or<br> (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice<br> of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant<br> to Section 2(a) hereof after the close of “regular trading hours” on such Trading<br> Day;
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(B) =	the<br> Exercise Price of this Warrant, as adjusted hereunder; and
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(X) =	the<br> number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance<br> with the terms of this Warrant if such exercise were by means of a cash exercise rather than<br> a cashless exercise.
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If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant.  The Company agrees not to take any position contrary to this Section 2(c).

“BidPrice” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest preceding date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if the Ordinary Shares are not then listed or quoted on a Trading Market but are then listed or quoted for trading on the on OTCQB Venture Market (“OTCQB”) or OTCQX Best Market (“OTCQX”), the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX, as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on a Trading Market or the OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per Ordinary Share so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrant Shares issuable under this Warrant then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if the Ordinary Shares are not then listed or quoted on a Trading Market but are then listed or quoted for trading on the OTCQB or OTCQX, the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on a Trading Market or the OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per Ordinary Share so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrant Shares issuable under Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(d)	Mechanics<br> of Exercise.
(i)	Delivery of Warrant Shares Upon Exercise. Certificates for shares purchased hereunder shall be<br> transmitted by the Company’s transfer agent to the Holder by crediting the account<br> of the Holder’s prime broker with The Depository Trust Company (“DTC”)<br> through its Deposit or Withdrawal At Custodian system (“DWAC”)<br> if the Company is then a participant in such system and either (A) there is an effective<br> registration statement permitting the issuance of the Warrant Shares or (B) the Warrant Shares<br> are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant<br> to Rule 144 (assuming cashless exercise of this Warrant), and otherwise by physical delivery<br> of a certificate, registered in the name of the Holder or its designee, for the number of<br> Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified<br> by the Holder in the Notice of Exercise by the date that is three Trading Days after the<br> delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided, that the Company shall not be obligated to<br> deliver the Warrant Shares hereunder unless the Company has received the aggregate Exercise<br> Price (other than in the case of a cashless exercise) on or before the Warrant Share Delivery<br> Date. The Warrant Shares represented by the Warrant Shares shall be deemed to have been issued,<br> and Holder or any other person so designated to be named therein shall be deemed to have<br> become the holder of record of such Warrant Shares represented by the Warrant Shares for<br> all purposes, as of the date the Warrant has been exercised, irrespective of the date of<br> delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other<br> than in the case of a cashless exercise) is received by the Warrant Share Delivery Date.<br> The Company agrees to use commercially reasonable efforts to maintain a transfer agent that<br> is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.
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(d)

Mechanics of Exercise.

(i)

Delivery of Warrant Shares Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company (“DTC”) through its Deposit or Withdrawal At Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of this Warrant), and otherwise by physical delivery of a certificate, registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is three Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided, that the Company shall not be obligated to deliver the Warrant Shares hereunder unless the Company has received the aggregate Exercise Price (other than in the case of a cashless exercise) on or before the Warrant Share Delivery Date. The Warrant Shares represented by the Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become the holder of record of such Warrant Shares represented by the Warrant Shares for all purposes, as of the date the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. The Company agrees to use commercially reasonable efforts to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.

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(ii)	Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the<br> Company shall, at the request of a Holder and upon surrender of this Warrant certificate,<br> at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing<br> the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant,<br> which new Warrant shall in all other respects be identical with this Warrant.
(iii)	Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to<br> any other rights available to the Holder, if the Company fails to cause its transfer agent<br> to transmit to the Holder the Warrant Shares in accordance with the provisions of Section<br> 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if<br> after such date the Holder is required by its broker to purchase (in an open market transaction<br> or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary Shares to<br> deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated<br> receiving upon such exercise (a “Buy-In”), then the Company shall<br> (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase<br> price (including brokerage commissions, if any) for the Ordinary Shares so purchased exceeds<br> (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company<br> was required to deliver to the Holder in connection with the exercise at issue times (2)<br> the price at which the sell order giving rise to such purchase obligation was executed, and<br> (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent<br> number of Warrant Shares for which such exercise was not honored (in which case such exercise<br> shall be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would<br> have been issued had the Company timely complied with its exercise and delivery obligations<br> hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price<br> of US$11,000 to cover a Buy-In with respect to an attempted exercise of Warrant Shares with<br> an aggregate sale price giving rise to such purchase obligation of US$10,000, under clause<br> (A) of the immediately preceding sentence the Company shall be required to pay the Holder<br> US$1,000. The Holder shall provide the Company written notice indicating the amounts payable<br> to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the<br> amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other<br> remedies available to it hereunder, at law or in equity including, without limitation, a<br> decree of specific performance and/or injunctive relief with respect to the Company’s<br> failure to timely deliver Ordinary Shares upon exercise of the Warrant as required pursuant<br> to the terms hereof.
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(iv)	No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares<br> shall be issued upon the exercise of this Warrant. As to any fraction of a share which the<br> Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at<br> its election, either pay a cash adjustment in respect of such final fraction in an amount<br> equal to such fraction multiplied by the Exercise Price or round up to the next whole share;<br> provided, however, the fraction of a share shall not be rounded up to the next<br> whole share if such rounding results in the issue price being lower than the par value of<br> the share.
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(v)	Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder<br> for any issue or transfer tax or other incidental expense in respect of the issuance of such<br> Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant<br> Shares shall be issued in the name of the Holder or in such name or names as may be directed<br> by the Holder; provided, however, that, in the event that Warrant Shares are<br> to be issued in a name other than the name of the Holder, this Warrant when surrendered for<br> exercise shall be accompanied by the Assignment Form attached hereto duly executed by the<br> Holder and the Company may require, as a condition thereto, the payment of a sum sufficient<br> to reimburse it for any transfer tax incidental thereto.
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(vi)	Closing of Books. The Company will not close its shareholder books or records in any manner which<br> prevents the timely exercise of this Warrant, pursuant to the terms hereof.
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(e)

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Warrant Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent annual report on Form 20-F, Report on Form 6-K or other public filings filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the transfer agent setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be [●]^1^% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st^ day after such notice is delivered to the Company. The provisions of this paragraph may be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) in order to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. If the Warrant is un-exercisable as a result of the Holder’s Beneficial Ownership Limitation, no alternative consideration is owing to the Holder.

Section 3.	CertainAdjustments.
(a)	Share<br> Dividends and Splits. If the Company, at any time while this Warrant is outstanding:<br> (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary<br> Shares or any other equity or equity equivalent securities payable in Ordinary Shares (which,<br> for avoidance of doubt, shall not include any Warrant Shares issued by the Company upon exercise<br> of this Warrant), (ii) subdivides outstanding Ordinary Shares into a larger number of shares,<br> (iii) combines (including by way of reverse share split) outstanding Ordinary Shares into<br> a smaller number of shares, or (iv) issues by reclassification of Ordinary Shares or any<br> capital share of the Company, then in each case, the Exercise Price shall be multiplied by<br> a fraction of which the numerator shall be the number of Ordinary Shares (excluding treasury<br> shares, if any) outstanding immediately before such event and of which the denominator shall<br> be the number of Ordinary Shares, outstanding immediately after such event, and the number<br> of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that<br> the aggregate Exercise Price of this Warrant shall remain unchanged; provided, that<br> any reduction in nominal value of Ordinary Shares without any dividend or distribution shall<br> not lead to any such adjustment. Any adjustment made pursuant to this Section 3(a) shall<br> become effective immediately after the record date for the determination of shareholders<br> entitled to receive such dividend or distribution and shall become effective immediately<br> after the effective date in the case of a subdivision, combination or re-classification.
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^1^	NTD: Each holder to specify 4.99% or 9.99%.
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(b)

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities, cash or property, which has been accepted by the holders of 50% or more of the outstanding Ordinary Shares , (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares is effectively converted into or exchanged for other securities, cash or property (excluding, for the avoidance of doubt, any change in the nominal value of Ordinary Shares absent a concurrent distribution), or (v) the Company, directly or indirectly, in one or more related transactions consummates a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Ordinary Shares (not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share represented by each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of securities of the successor or acquiring corporation or of the Company, if the Company is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of the number of Warrants Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Ordinary Shares in connection with the Fundamental Transaction, whether that consideration be in the form of cash, shares or any combination thereof, or whether the holders of Ordinary Shares are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Ordinary Shares are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary Shares will be deemed to have received equity securities of the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of (i) 100% and (ii) the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per Ordinary Share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(b), and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(b) pursuant to written agreements in form and substance reasonably satisfactory to the holder(s) of warrants issued by the Company on the Issuance Date representing at least a majority of Ordinary Shares issuable upon such warrants then outstanding and approved by such holder(s) (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of equity securities of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such equity securities (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such equity securities, such number of equity securities and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

(c)	Calculations.<br> All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th<br> of a share, as the case may be. For purposes of this Section 3, the number of Ordinary Shares<br> deemed to be issued and outstanding as of a given date shall be the sum of the number of<br> Ordinary Shares (excluding treasury shares, if any) issued and outstanding.
(d)	Notice<br> to Holder.
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(i)	Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision<br> of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email<br> a notice setting forth the Exercise Price after such adjustment and any resulting adjustment<br> to the number of Warrant Shares and setting forth a brief statement of the facts requiring<br> such adjustment.
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(ii)	Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other<br> distribution in whatever form) on the Ordinary Shares , (B) the Company shall declare a special<br> nonrecurring cash dividend on or a redemption of the Ordinary Shares , (C) the Company shall<br> authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe<br> for or purchase any equity securities of any class or of any rights , (D) the approval of<br> any shareholders of the Company shall be required in connection with any reclassification<br> of the Ordinary Shares, any consolidation or merger to which the Company (or any of its Subsidiaries)<br> is a party, any sale or transfer of all or substantially all of the assets of the Company,<br> or any compulsory share exchange whereby the Ordinary Shares are converted into other securities,<br> cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,<br> liquidation or winding up of the affairs of the Company, then, in each case, the Company<br> shall deliver or cause to be delivered by facsimile or email to the Holder at its last facsimile<br> number or email address as it shall appear upon the Warrant Register of the Company, at least<br> 20 calendar days prior to the applicable record or effective date hereinafter specified,<br> a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,<br> distribution, redemption, rights or warrants, or if a record is not to be taken, the date<br> as of which the holders of the Ordinary Shares of record to be entitled to such dividend,<br> distributions, redemption, rights or warrants are to be determined or (y) the date on which<br> such reclassification, consolidation, merger, sale, transfer or share exchange is expected<br> to become effective or close, and the date as of which it is expected that holders of the<br> Ordinary Shares of record shall be entitled to exchange their shares of the Ordinary Shares<br> for securities, cash or other property deliverable upon such reclassification, consolidation,<br> merger, sale, transfer or share exchange; provided that the failure to deliver such notice<br> or any defect therein or in the delivery thereof shall not affect the validity of the corporate<br> action required to be specified in such notice. To the extent that any notice provided in<br> this Warrant constitutes, or contains, material, non-public information regarding the Company<br> or any of the Subsidiaries, the Company shall simultaneously furnish such notice with the<br> Commission pursuant to a Report on Form 6-K. The Holder shall remain entitled to exercise<br> this Warrant during the period commencing on the date of such notice to the effective date<br> of the event triggering such notice except as may otherwise be expressly set forth herein.
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Section 4.	Transferof Warrant.
(a)	Transferability.<br> Subject to compliance with any applicable securities laws and to the applicable provisions<br> of the Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole<br> or in part, upon surrender of this Warrant at the principal office of the Company or its<br> designated agent, together with a written assignment of this Warrant substantially in the<br> form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient<br> to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and,<br> if required, such payment, the Company shall execute and deliver a new Warrant or Warrants<br> in the name of the assignee or assignees, as applicable, and in the denomination or denominations<br> specified in such instrument of assignment, and shall issue to the assignor a new Warrant<br> evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be<br> cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required<br> to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant<br> in full, in which case, the Holder shall surrender this Warrant to the Company within three<br> Trading Days of the date on which the Holder delivers an assignment form to the Company assigning<br> this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised<br> by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
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(b)	New<br> Warrants. This Warrant may be divided or combined with other Warrants upon presentation<br> hereof at the aforesaid office of the Company, together with a written notice specifying<br> the names and denominations in which new Warrants are to be issued, signed by the Holder<br> or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which<br> may be involved in such division or combination, the Company shall execute and deliver a<br> new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined<br> in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated<br> the Issue Date and shall be identical with this Warrant except as to the number of Warrant<br> Shares issuable pursuant thereto.
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(c)	Warrant<br> Register. The Company shall register this Warrant, upon records to be maintained by the<br> Company for that purpose (the “Warrant Register”), in the name<br> of the record Holder hereof from time to time. The Company may deem and treat the registered<br> Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof<br> or any distribution to the Holder, and for all other purposes, absent actual notice to the<br> contrary.
(d)	Representation<br> by the Holder. The Holder, by the acceptance hereof, represents and warrants that it<br> is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares<br> issuable upon such exercise, for its own account and not with a view to or for distributing<br> or reselling such Warrant Shares or any part thereof in violation of the Securities Act or<br> any applicable state securities law, except pursuant to sales registered or exempted under<br> the Securities Act.
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(c)

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

(d)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

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Section 5.	Miscellaneous.
(a)	No<br> Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle<br> the Holder to any voting rights, dividends or other rights as a shareholder of the Company<br> prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth<br> in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless<br> exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section<br> 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash<br> settle an exercise of this Warrant.
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(b)	Loss,<br> Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt<br> by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction<br> or mutilation of this Warrant or any share certificate relating to the Warrant Shares, and<br> in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to<br> it (which, in the case of the Warrant, shall not include the posting of any bond), and upon<br> surrender and cancellation of such Warrant or share certificate, if mutilated, the Company<br> will make and deliver a new Warrant or share certificate of like tenor and dated as of such<br> cancellation, in lieu of such Warrant or share certificate.
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(c)	Saturdays,<br> Sundays, Holidays, etc. If the last or appointed day for the taking of any action or<br> the expiration of any right required or granted herein shall not be a Business Day, then<br> such action may be taken or such right may be exercised on the next succeeding Business Day.
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(d)

Authorized Shares. The Company covenants that, at the Issuance Date and for so long thereafter as the Warrant is outstanding and exercisable, it will reserve from its authorized and unissued share capital, its Ordinary Shares held in treasury and/or its conditional share capital a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such commercially reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company covenants that all Warrant Shares issuable upon the exercise of this Warrant will, upon exercise hereof and payment therefor in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall use commercially reasonable efforts to obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

(e)	Governing<br> Law. This Warrant shall be governed by, and construed in accordance with, the laws of<br> the State of New York without giving effect to the conflicts of law principles thereof.
(f)	Nonwaiver.<br> No course of dealing or any delay or failure to exercise any right hereunder on the part<br> of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s<br> rights, powers or remedies. Without limiting any other provision of this Warrant or the Purchase<br> Agreement, if the Company willfully and knowingly fails to comply with any provision of this<br> Warrant, which results in any material damages to the Holder, the Company shall pay to the<br> Holder such amounts as shall be sufficient to cover any costs and expenses including, but<br> not limited to, reasonable attorneys’ fees, including those of appellate proceedings,<br> incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing<br> any of its rights, powers or remedies hereunder.
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(e)

Governing Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the conflicts of law principles thereof.

(f)

Nonwaiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

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(g)	Notices.<br> Any notice, request or other document required or permitted to be given or delivered to the<br> Holder by the Company shall be delivered in accordance with the notice provisions of the<br> Purchase Agreement.
(h)	Limitation<br> of Liability. No provision hereof, in the absence of any affirmative action by the Holder<br> to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights<br> or privileges of the Holder, shall give rise to any liability of the Holder for the purchase<br> price of any Ordinary Shares as a shareholder of the Company, whether such liability is asserted<br> by the Company or by creditors of the Company.
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(i)	Remedies.<br> The Holder, in addition to being entitled to exercise all rights granted by law, including<br> recovery of damages, will be entitled to specific performance of its rights under this Warrant.<br> The Company agrees that monetary damages would not be adequate compensation for any loss<br> incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees<br> to waive and not to assert the defense in any action for specific performance that a remedy<br> at law would be adequate.
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(j)	Successors<br> and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations<br> evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted<br> assigns of the Company and the successors and permitted assigns of Holder. The provisions<br> of this Warrant are intended to be for the benefit of any Holder from time to time of this<br> Warrant and shall be enforceable by such Holder.
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(k)	Amendment.<br> This Warrant may be modified or amended or the provisions hereof waived with the written<br> consent of the Company and the Holder.
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(l)	Severability.<br> Wherever possible, each provision of this Warrant shall be interpreted in such manner as<br> to be effective and valid under applicable law, but if any provision of this Warrant shall<br> be prohibited by or invalid under applicable law, such provision shall be ineffective to<br> the extent of such prohibition or invalidity, without invalidating the remainder of such<br> provisions or the remaining provisions of this Warrant.
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(m)	Headings.<br> The headings used in this Warrant are for the convenience of reference only and shall not,<br> for any purpose, be deemed a part of this Warrant.
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INWITNESS WHEREOF, the Company has caused this Warrant to be executed as of the date first written above.

AIRNET TECHNOLOGY INC.
By:
Name:	Dan Shao
Title:	Chief Executive Officer

[Signature Page to Warrant]

NOTICEOF EXERCISE

To:	AirNet<br>Technology Inc.
(1)	The<br> undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to<br> the terms of the attached Warrant (only if exercised in full), and tenders herewith payment<br> of the exercise price in full, together with all applicable transfer taxes, if any.
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(2)	Payment<br> shall take the form of (check applicable box):
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☐	in<br>lawful money of the United States;
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☐	in<br>Cryptocurrency; or
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☐	if<br> permitted, the cancellation of such number of Warrant Shares as is necessary, in accordance<br> with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the<br> maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure<br> set forth in subsection 2(c).
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(3)	Please<br> issue said Warrant Shares in the name of the undersigned or in such other name as is specified<br> below:
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(4)	The<br> Warrant Shares shall be delivered to the following DWAC Account Number:
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Name of Investing Entity:
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Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
Date:

EXHIBITB

ASSIGNMENT FORM

(Toassign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant purchaseshares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Holder’s Signature:
Name:
(please print)
Address:
(please print)
Phone Number:
(please print)
Email Address:
(please print)
Date:
(please print)