China Finance Online Co. Limited and [ Buyer] SECURITIES PURCHASE AGREEMENT

 

 

 

 

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THIS SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 28, 2021, is by and

BETWEEN

WITNESSETH:

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

 

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or, at such other time and location as the Buyer and the Company may mutually agree in writing (the relevant date, the "Closing Date").

 

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Buyer represents and warrants to the Company as of the date hereof, and on the Closing Date, as follows:

All action on the part of Buyer, necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of Buyer hereunder has been taken prior to the Closing. This Agreement, when executed and delivered by Buyer, will constitute a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 

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Neither the execution and delivery of this Agreement and the securities referred to herein, nor the consummation of the transactions contemplated hereby and thereby, does or will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Buyer is subject or any provision of its organizational

 

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documents or other similar governing instruments, or conflict with, violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which Buyer is a party.

No authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other Person is required for the valid authorization, execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby.

Buyer has not employed any broker or finder in connection with the transactions contemplated by this Agreement.

Buyer understands that the Purchased Shares, the Warrant, and the ordinary shares underlying the Warrant have been or will be issued pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth below, the securities shall bear any legend as required by the "blue sky" laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

[NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

The Company represents and warrants to Buyer, as of the date hereof, and on the Closing Date, as follows:

All of the direct and indirect subsidiaries of the Company are set forth on an exhibit to the SEC Reports (as defined herein). As indicated in the SEC Reports the Company

 

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owns, directly or indirectly, or through VIE arrangements, the capital stock or other equity interests of each Subsidiary as noted on the exhibit and in the Form 20-F, free and clear of any Liens (other than the VIE agreements), and the issued and outstanding shares of capital stock of each Subsidiary owned by the Company are validly issued and are fully paid, non-assessable and free of pre-emptive and similar rights to subscribe for or purchase securities.

Each of the Company and its Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite right, power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified or licensed to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or licensed or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a "Material Adverse Effect") and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company's stockholders in connection herewith or therewith other than in connection with the Required Approvals (defined below). The Company has the authority to issue and sell the Securities in accordance with the terms of this Agreement. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and

 

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(iii) insofar as indemnification and contribution provisions may be limited by applicable law.

The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company's or any Subsidiary's certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of Clauses (ii) and (iii), such conflict could not have or reasonably be expected to result in a Material Adverse Effect.

The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filing with the Commission of a notice of the entry into this Agreement under cover of a Current Report on Form 6-K, and to fulfill its registration statement obligations hereunder, a registration statement pursuant to the terms of this Agreement, and (ii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Securities for trading thereon in the time and manner required thereby (collectively, the "Required Approvals").

The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents

 

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The capitalization of the Company is as set forth in the Form 20-F Annual Report, for the fiscal year ended December 31, 2020, filed with the SEC on May 17, 2021, to which there has been no material change including the fact that since May 17, 2021, any issuances of securities to directors, officers and employees have been issued under approved employee option plans, within their limits. However, pursuant to securities purchase agreements entered into with the Company's management and a private individual investor on September 13, 2021, the Company will issue 11,555,200 ordinary shares (exchangeable to 400,104 ADSs) together with warrants to purchase an equal number of ADSs exchangeable from the ordinary shares. The warrants are exercisable for five years, of which half are exercisable at $5.98 per ADS and half are exercisable at $6.98 per ADS. The per 50 shares purchase price equals the closing trading price of the Company's ADS ($4.98 per ADS) on Nasdaq on September 10, 2021. Each ADS represents 50 ordinary shares of the Company. No Person has any right of first refusal, pre-emptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue ordinary shares or other securities to any Person (other than the Buyer) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Other than disclosed in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. Other than disclosed in the SEC Reports, the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any pre-emptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders.

Since April 26, 2019, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the "SEC Reports") on a timely basis since April 26, 2019 or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the

 

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statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with International Financial Reporting Standards applied on a consistent basis during the periods involved ("IFRS"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by IFRS, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

Since the date of the latest unaudited financial statements included within the SEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect to the Company and its Subsidiaries taken as a whole, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements pursuant to IFRS or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting or accounting policies, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans and the securities purchase agreements entered into on September 13, 2021 with the Company's management. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one Trading Day prior to the date that this representation is made.

Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, civil, criminal, arbitration, administrative or other proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (collectively, an "Action") and to the best of the knowledge of the Company, no fact or circumstance exists which might give rise to such proceedings involving the Company, any Subsidiary or any of their respective properties. Except as set forth in the SEC Reports in connection with certain employment actions, neither the Company nor any

 

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Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under applicable laws or a claim of breach of fiduciary duty. There has not been any, and to the knowledge of the Company, there is not pending or contemplated, investigation by any Governmental Authority or any other person involving the Company, any Subsidiary or any current or former director or officer of the Company or any Subsidiary. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

Other than disclosed in the SEC Reports, neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect ("Material Permits"), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

Subject to the disclosure in the SEC Reports concerning its VIE arrangements, the Company and the Subsidiaries have good and marketable title to all real property owned by them, if any, and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of taxes, for which appropriate reserves have been made therefor in accordance with IFRS and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

 

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The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the "Intellectual Property Rights"). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Except as disclosed in the SEC Reports and the securities purchase agreements entered into on September 13, 2021 with the Company's management, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered to the Company through personal service holding companies, (ii) reimbursement for expenses incurred on behalf of the Company, and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

The Company and the Subsidiaries are in compliance with any and all applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 that are applicable as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. Except as disclosed in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit

 

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preparation of financial statements in conformity with IFRS and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and, subject to the disclaimers set forth in the SEC Reports, the disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. The Company's certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the "Evaluation Date"). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, other than the change of officers of the Company, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

No brokerage or finder's fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Buyer shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Clause that may be due in connection with the transactions contemplated by the Transaction Documents.

Assuming the accuracy of the Buyer' representations and warranties set forth herein, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Buyer as contemplated hereby. No directed selling efforts (as defined in Rule 902 of Regulation S under the Securities Act) have been made by any of the Company, any of its Affiliates or any person acting on its behalf with respect to any Securities; and none of such Persons has taken any actions that would result in the sale of the Securities to the Buyers under this Agreement requiring registration under the Securities Act; and the Company is a “foreign issuer” (as defined in Regulation S). Subject to satisfaction of any listing notification and fee requirements of NASDAQ, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

All of the disclosure furnished by or on behalf of the Company to the Buyer regarding the Company and its Subsidiaries, their respective businesses and the transactions

 

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contemplated hereby, including the Disclosure Schedules to this Agreement, if any, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Assuming the accuracy of the Buyer' representations and warranties set forth in this Agreement, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

The Company has no knowledge of any facts or circumstances which lead it to believe that it or its Subsidiaries will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Each of the Company and its Subsidiaries is able to pay its debts as they fall due and has sufficient assets to repay all of its debts.

Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all country, federal, state and local income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Buyer and certain other "accredited investors" within the meaning of Rule 501 under the Securities Act.

With respect to the Securities to be offered and sold hereunder, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of

 

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20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an "Issuer Covered Person" and, together, "Issuer Covered Persons") is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Buyer a copy of any disclosures provided thereunder.

The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Buyer in connection with the sale of any Securities.

The Company will notify the Buyer in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law.

Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC"). The Company has at all times been and is in compliance with any applicable export control and economic sanctions laws and regulations of the United States of America and each other jurisdiction in which it operates or to which it is subject, including, without limitation, the US Export Administration Regulations, the US International Traffic in Arms Regulations, the OFAC's economic sanctions regulations.

 

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The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the "Money Laundering Laws"), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

The obligation of Buyer to consummate the Closing is subject to the fulfilment, on or prior to the Closing Date, of each of the following conditions (the "Buyer's Conditions Precedent"), any of which may be waived by the Buyer in writing, in its sole and absolute discretion, in whole or in part:

 

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The obligation of the Company to consummate the Closing is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions precedent (the "Company's Conditions Precedent"), any of which may be waived by the Company in writing, in its sole and absolute discretion, in whole or in part:

Between the execution of this Agreement and Closing:

 

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This Agreement shall be governed by the following general provisions, which shall obligate the Parties, their successors and assigns as follows:

This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors, heirs, personal representatives, and permitted assigns.

Each party hereto shall pay the fees and expenses of any broker or finder engaged by such party and of such party's advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement, and shall hold the other party hereto harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any claim for such fees and expenses; provided, however, that the Company shall pay any transfer, stamp or similar taxes, if any, that are payable in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

 

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If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired hereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

This Agreement, including the terms of the Securities being sold hereunder, represents the entire agreement of the parties hereto with respect to the matters contemplated hereby, and there are no written or oral representations, warranties, understandings or agreements with respect hereto except as expressly set forth herein.

No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by each party or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought.

 

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The representations, warranties and indemnities contained herein shall survive the Closing and the delivery of the Securities. Each of Buyer and the Company may rely upon this Agreement for the purpose of assuring its compliance with applicable law. The Company acknowledges that the Buyer: (i) is entering into this Agreement in reliance on each warranty provided by the Company, which has also been given as a representation and with the intention of inducing the Buyer to enter into this Agreement; and (ii) may rely on the warranties in warranting to any subsequent buyer of all or any of the Purchased Shares or of all or any part of the undertaking of the Company.

Each of the Buyer and the Company hereby agrees and provides further assurances that it will, in the future, execute and deliver any and all further agreements, certificates, instruments and documents and do and perform or cause to be done and performed, all acts and things as may be necessary or appropriate to carry out the intent and accomplish the purposes of this Agreement.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such ".pdf" signature page were an original thereof.

Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally, or by electronic delivery in .pdf format (followed by first-class mail), or seventy two (72) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address as set forth below or as subsequently modified by written notice.

If to the Company to:

17th floor of Fuzhuo Plaza A

▇▇.▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ 100052

Attention: CEO

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

Golenbock ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.

 

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If to Buyer to:

[ADDRESS]

Attention:

 

A person who is not a party to this Agreement has no right under the Third Parties Ordinance to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from the Third Parties Ordinance.

Each of the parties undertakes to the other parties that before and after Closing it shall:

 

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date __________________ 2021.

 

COMPANY

China Finance Online Co. Limited

 

 

By: __________________________
Name: ZHENG ▇▇▇▇▇ ▇▇▇▇
Title: Chief Executive Officer

PROJECT JRJ – FORM OF SECURITIES PURCHASE AGREEMENT

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BUYER

 

 

By: __________________________
Name:

Title:

 

PROJECT JRJ – FORM OF SECURITIES PURCHASE AGREEMENT

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Schedule 1
Definitions

In addition to the terms defined in the body of the Securities Purchase Agreement, dated as of December 28, 2021 ("Agreement") to which this Schedule of Definitions is attached, the following terms used in the Agreement have the following definitions:

"Accounts Relief" means a Relief which has been shown or treated as an asset in the 2021/6/30 accounts, or which has been taken into account in computing a provision for Tax which appears in the 2021/6/30 accounts (or which has resulted in no such provision for Tax being made).

"Action" means legal proceedings of any nature, including any litigation, arbitration, hearing, claim, demand, grievance or investigation (in each case, whether civil, criminal, regulatory or otherwise).

"Actual Tax Liability" means a liability of a Group Company to make a payment (or increased payment) of, or in respect or on account of, Tax whether or not the Tax is chargeable directly or indirectly to the Group Company.

"Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. Affiliates.

"Bcommerce" means Bcommerce Inc.

"Bcommerce Purchase Agreement" means the securities purchase agreement to be entered into between the Company and Bcommerce on or around the date of this Agreement.

"Board of Directors" means the board of directors of the Company.

"Buyer's Relief" means:

"BVI Holdco Share Transfer Agreement" means the share transfer agreement entered into between the Company and West Platinum Limited in November 2018.

"Claim" means any Warranty Claim and any other claim made by the Buyer under or for breach of this Agreement;

"Commission" means the United States Securities and Exchange Commission.

"Confidential Information" means:

 

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but does not include information:

"Deemed Tax Liability" means the loss, unavailability, or reduction in the amount of an Accounts Relief, or the use or set off of any Buyer's Relief in circumstances where, but for such use or set off, any Group Company would have had an Actual Tax Liability in respect of which the Buyer would have been able to make a claim against the Seller under Clause 9.

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

"Gold ALP" means Gold ALP International Limited.

"Gold Purchase Agreement" means the securities purchase agreement to be entered into between the Company and Gold ALP on or around the date of this Agreement.

"Governmental Authority" means any nation or government or any province, state or any other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government, including any government authority, agency, department, board, commission or instrumentality, of any other jurisdiction in which a Party to this Agreement is resident, any court, tribunal arbitrator and any securities exchange or body or authority regulating such securities exchange.

"Group Companies" means the Company and the Subsidiaries.

"Key Permits" means the following permits:

 

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"Liens" means a lien, charge, pledge, security interest, encumbrance, right of first refusal, pre-emptive right or other restriction.

"Liushuo Securities Purchase Agreement" means the securities purchase agreement dated 13 September 2021 entered into between the Company and ▇▇. ▇▇▇ Shuo, pursuant to which the Company agrees to issue 7,615,150 ordinary shares and certain warrants to ▇▇. ▇▇▇ Shuo.

"Long Stop Date" means 28 February 2022 or such other date as the Buyer and the Company may mutually agree in writing.

"Management Securities Purchase Agreement" means the securities purchase agreement entered into between the Company and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, pursuant to which the Company agrees to issue 2,952,750 ordinary shares and certain warrants to ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.

"Material Adverse Effect" means any event, circumstance, change, effect or other matter that, individually or in the aggregate with all other events, circumstances, changes, effects or other matters, (a) would, or would reasonably be expected to, have a material adverse effect on the financial condition, results of operations, assets, liabilities, business or prospects of either the Company or the Group Companies taken as a whole; (b) would, or would reasonably be expected to, result in (i) a reduction of 10% or more of the total annual revenue relative to that reflected in the Financial Statements in respect of the financial year ended 2021; or (ii) Loss to the Group Companies that is equal to 10% or more of the Purchase Price in the aggregate; (c) would, or would reasonably be expected to, be materially adverse to the ability of the Company or any Group Company to consummate the transactions contemplated under this Agreement and any other Transaction Document or to perform its obligations hereunder and thereunder; or (d) would, or would reasonably be expected to, result in the termination, revocation, suspension or other circumstances affecting the renewal of any Key Permits.  

"November 2018 Share Transfer Transaction" means the share disposition transaction that the Company entered into under the BVI Holdco Share Transfer Agreement, whereby the Company proposed to sell to West Platinum Limited, as purchaser, 1,552,000 shares in Rifa

 

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Financial Holdings Limited, which transaction has not been completed as of the date of this Agreement.

"Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

"Prime Buyer" means Prime Chief Limited.

"Prime Purchase Agreement" means the securities purchase agreement to be entered into between the Company and Prime Buyer on or around the date of this Agreement.

"Proceeding" means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

"Purchased Shares" means the ordinary shares of the Company to be purchased by the Buyer under the terms of this Agreement.

"Relief" means any loss, relief, allowance, credit, deduction, exemption, set off or right to repayment of or in respect of Tax including, without limitation, any deduction in computing income, profits or gains for the purposes of any Tax.

"Rule 144" means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

"Securities" means the ordinary shares of the Company, the Purchased Shares the Warrant and the Underlying Shares.

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

"Subsidiaries" means any person which are, directly or indirectly, controlled by the Company; where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise (including those variable interest entities controlled by the Company through contractual arrangements), and collectively, the "Subsidiaries".

“Tax” or “Taxes” means any and all fees (including documentation, recording, license and registration fees), taxes (including income tax, capital gains tax, value added tax, business tax, local surcharges, land appreciation tax, land use tax, real estate tax, deed tax, and withholding tax), surcharges or stamp duty obligations imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, surcharges, additions to tax and interest thereon, whether disputed or not.

"Third Parties Ordinance" means the Contracts (Rights of Third Parties) Ordinance (Cap. 623, Laws of Hong Kong).

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

 

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"Trading Market" means any of the following markets or exchanges on which the ordinary shares (including as ADS securities) of the Company is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

"Transaction Documents" means this Agreement and the agreements for the Warrant, all exhibits and schedules thereto and hereto, if any, and any other documents or agreements executed in connection with the transactions contemplated hereunder.

"Ultron" means Ultron Holdings Inc.

"Ultron Purchase Agreement" means the securities purchase agreement to be entered into between the Company and Ultron on or around the date of this Agreement.

"Underlying Shares" means the ordinary shares issued and issuable upon exercise of the Warrant.

"Warranty Claim" means any claim made by the Buyer for breach of a warranty in Clause 3 (Representations and Warranties of the Company).

 

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Schedule 2
Interim Covenants

 

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Schedule 3
Form of Warrant

Warrant No.:  [  ]DATE: [  ]

CHINA FINANCE ONLINE CO. LIMITED

WARRANT FOR THE PURCHASE OF ORDINARY SHARES EQUIVALENT TO COMPANY ADS

Warrant to Purchase

[    ] Ordinary Shares Equaling [    ] American Depository Shares

THE SECURITIES EVIDENCED HEREBY AND THE SECURITIES TO BE ISSUED ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR IN A TRANSACTION QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

FOR VALUE RECEIVED, CHINA FINANCE ONLINE CO. LIMITED, a business company incorporated under the laws of Hong Kong (the "Company"), hereby certifies that [ Buyer],a company incorporated under the laws of [  ]with its registered office address at [  ] ("[    ]"), its successor or permitted assigns (the "Holder"), is entitled, subject to the provisions of this Warrant, to purchase from the Company, at the times and subject to the conditions specified herein, [    ]fully paid and non‑assessable shares of common stock of the Company, par value nil per share (the "Ordinary Shares"), at a purchase price per share equal to the Exercise Price (as hereinafter defined). The number of Ordinary Shares to be received upon the exercise of this Warrant and the price to be paid for an Ordinary Share are subject to adjustment from time to time as hereinafter set forth.

The following terms, as used herein, have the following meanings:

"Board" means the Board of Directors of the Company.

"Business Day" means any day that is not a Saturday, a Sunday or other day on which commercial banks are required or authorized by Law to be closed in the city of Beijing and/or Hong Kong.

"Closing Date" shall have the meaning ascribed to this term in the Share Purchase Agreement.

 

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"Company Bank Account" means the bank account in the name of the Company with the following details:

 

"Excluded Securities" means Ordinary Shares issued or issuable (i) pursuant to general or specific equity incentive plans of the Company that are approved by the Board, (ii) pursuant to an underwritten public offering, and (iii) as consideration for or to fund an acquisition of any company, business or asset.

"Exercise Price" means US$ 0.152 (Exercise Price is USD 7.6 /ADS, 1 ADS=50 Ordinary Shares) per Warrant Share, as the same may be adjusted from time to time as provided in this Warrant.

"Expiration Time" means 5:00 p.m. Hong Kong on the fifth anniversary of the date hereof or, if such day is not a Business Day, then until 5:00 p.m. Hong Kong time on the next succeeding day that is a Business Day.

"Person" means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization, Governmental Authority or other entity.

"Principal Holder" means the original Holder of this Warrant on the date of issue, or if such original Holder so elects, any permitted assignee or transferee of all or any portion of this Warrant whom such original Holder shall have designated by written notice to the Company as the successor Principal Holder. Any successor Principal Holder designated pursuant to the immediately preceding sentence shall also have the right upon any subsequent permitted transfer to designate a successor Principal Holder in the manner and circumstances described in the preceding sentence.

"Share Purchase Agreement" means the Share Purchase Agreement dated as of December 28, 2021 between the Company and [ Buyer], as the same may be amended from time to time.

"Warrant Shares" means the Ordinary Shares deliverable upon exercise of the Warrant, as the same may be adjusted from time to time as provided in this Warrant.

Capitalized terms used but not defined in this Warrant shall have the meanings assigned to such terms in the Share Purchase Agreement.

 

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Certificates representing Warrant Shares and any other securities to be issued pursuant to this Warrant shall bear a legend substantially in the form of the legend set forth on the first page of this Warrant to the extent that and for so long as such legend is required pursuant to applicable securities and other laws, including the requirements of the

 

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▇▇▇▇▇▇ ▇▇▇▇▇▇ securities laws, notwithstanding any resale registration of the Warrant Shares.

The Company hereby agrees that at all times there shall be reserved for issuance and delivery upon exercise of this Warrant such number of its authorized but unissued Ordinary Shares or other securities of the Company from time to time issuable upon exercise of this Warrant as will be sufficient to permit the exercise in full of this Warrant. All such shares shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and non‑assessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all pre-emptive rights, in each case except restrictions on transfer contemplated by this Warrant and to the extent created by the Holder.

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, and the Holder may not exercise this Warrant to purchase fractional shares. In the case of a fractional share, the number of Warrant Shares to be issued on an exercise that causes a fractional share will be rounded down to the next whole Warrant Share.

The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

If the Company shall at any time before the expiration of this Warrant subdivide the Ordinary Shares, by split-up or otherwise, or combine its Ordinary Shares, or issue additional shares of its Ordinary Shares as a dividend, the number of Ordinary Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate purchase price payable for the total number of Ordinary Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Clause 6.1 shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

In case of any reclassification, capital reorganization, or change in the capital stock (including because of a change of control) of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Clause 6.1 above), then the Company shall make appropriate provision so that the Holder of this Warrant shall have the right at any time before the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares

 

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of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a Holder of the same number of Ordinary Shares as were purchasable by the Holder of this Warrant immediately before such reclassification, reorganization, or change. In any such case, appropriate provisions shall be made with respect to the rights and interest of the Holder of this Warrant so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant, or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of Ordinary Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

If the Company shall at any time before the expiration of this Warrant sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue any Shares or Share Securities at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Shares or Share Securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive Shares at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall be reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Share or Share Security are issued. For the purpose of this Clause 6.4, "Share Securities" means any warrant, option, subscription or purchase right with respect to Shares, any security convertible into, exchangeable for, or otherwise entitling the holder thereof to acquire Shares or any warrant, option, subscription or purchase right with respect to any such convertible, exchangeable or other security.

If at any time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the Ordinary Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Ordinary Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A) where:

 

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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 Clause 7. Without limiting the cashless exercise provision set forth in this Clause 7, there is no circumstance that would require the Company to net-cash settle this Warrant.

"Bid Price" means, for any date, the price determined by the first of the following Clauses that applies:

 

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"VWAP" means, for any date, the price determined by the first of the following Clauses that applies:

The Company represents that all corporate actions on the part of the Company, its officers, directors and shareholders necessary for the sale and issuance of this Warrant have been taken.

 

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Upon receipt by the Company of evidence satisfactory to it (in the exercise of its reasonable discretion) of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date.

Any notice, demand or delivery authorized by this Warrant Certificate shall be in writing and shall be given to the Holder or the Company, as the case may be, at its address (or facsimile number) set forth below, or such other address (or facsimile number) as shall have been furnished to the party giving or making such notice, demand or delivery:

If to the Company:

China Finance Online Co. Limited

17th Floor of Fuzhuo Plaza A,

▇▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,

▇▇▇▇▇▇▇, ▇▇▇▇▇ 100052

Attention: ▇▇▇▇ ▇▇▇, Chief Financial Officer

Telephone: ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇

Facsimile: ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇

Email: ▇▇▇▇.▇▇▇@▇▇▇.▇▇▇.▇▇

If to the Holder:

[ Buyer]

[Address]

Attention:

Telephone:

Email:

Each such notice, demand or delivery shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day. Otherwise, any such notice, demand or delivery shall be deemed not to have been received until the next succeeding Business Day.

Prior to any exercise of this Warrant, the Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, including, without limitation, the right to vote, to receive dividends or other distributions, to exercise any pre-emptive right or to receive any notice of meetings of shareholders or any notice of any proceedings of the Company except as may be specifically provided for herein.

ANY DISPUTE, CONTROVERSY OR CLAIM ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS WARRANT, OR THE BREACH,

 

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TERMINATION OR INVALIDITY THEREOF (WHETHER CONTRACTUAL, PRE-CONTRACTUAL OR NON-CONTRACTUAL) SHALL BE SUBMITTED TO HONG KONG INTERNATIONAL ARBITRATION CENTRE ("HKIAC") FOR BINDING ARBITRATION WHICH SHALL BE CONDUCTED IN ACCORDANCE WITH THE HKIAC ADMINISTERED ARBITRATION RULES IN FORCE AS AT THE DATE OF THIS WARRANT ("RULES"), WHICH RULES ARE DEEMED TO BE INCORPORATED BY REFERENCE INTO THIS WARRANT AND AS MAY BE AMENDED BY THE REST OF THIS CLAUSE. THE SEAT OF THE ARBITRATION SHALL BE HONG KONG. THE ARBITRATION TRIBUNAL SHALL CONSIST OF THREE ARBITRATORS TO BE APPOINTED IN ACCORDANCE WITH THE RULES. THE LANGUAGE TO BE USED IN THE ARBITRAL PROCEEDINGS SHALL BE ENGLISH. ANY ARBITRATION AWARD GRANTED BY HKIAC SHALL BE GIVEN IN ENGLISH ONLY. NOTHING IN THIS CLAUSE SHALL BE CONSTRUED AS PREVENTING ANY PARTY FROM SEEKING CONSERVATORY OR INTERIM RELIEF FROM ANY COURT OF COMPETENT JURISDICTION. ANY AWARD SHALL BE FINAL AND BINDING UPON THE PARTIES. THE PARTIES UNDERTAKE TO CARRY OUT EACH AND EVERY ARBITRAL AWARD WITHOUT DELAY.

Any provision of this Warrant may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Holder and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

 

 

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IN WITNESS WHEREOF, the Company has duly caused this Warrant Certificate to be signed by its duly authorized officer and to be dated as of ___________________, 2022.

CHINA FINANCE ONLINE CO. LIMITED

By:__________________________________
Name:ZHENG ▇▇▇▇▇ ▇▇▇▇
Title:Chief Executive Officer

 

PROJECT JRJ – FORM OF WARRANT

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Acknowledged and Agreed:

[ Buyer]

By:__________________________________
Name:
Title:

 

 

 

PROJECT JRJ – FORM OF WARRANT

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WARRANT EXERCISE SUBSCRIPTION FORM

To:China Finance Online Co. Limited

The undersigned irrevocably exercises the Warrant for the purchase of ___________ shares (the "Warrant Shares") of common stock, par value nil per share, of China Finance Online Co. Limited (the "Company") at US$__________per Share (the Exercise Price currently in effect pursuant to the Warrant) and herewith makes payment of $___________, all on the terms and conditions specified in the within Warrant Certificate, surrenders this Warrant Certificate and all right, title and interest therein to the Company and directs that the Warrant Shares deliverable upon the exercise of this Warrant be registered or placed in the name and at the address specified below and delivered thereto.

Date: _____________, 20__

 

PROJECT JRJ – WARRANT EXERCISE SUBSCRIPTION FORM

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Securities and/or check to be issued to: ___________________________________________

Please insert social security or identifying number: __________________________________

Name: _____________________________________________________________________

Street Address: ______________________________________________________________

City, Country and Zip Code: ____________________________________________________

Any unexercised portion of the Warrant evidenced by the within Warrant to be issued to:

Please insert social security or identifying number: __________________________________

Name: _____________________________________________________________________

Street Address: ______________________________________________________________

City, Country and Zip Code: ____________________________________________________

 

 

PROJECT JRJ – WARRANT EXERCISE SUBSCRIPTION FORM

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WARRANT ASSIGNMENT FORM

Dated ________________, _____

 

FOR VALUE RECEIVED, _________________________________________ hereby sells,

assigns and transfers unto_______________________________________ (the "Assignee"),

(please type or print in block letters)

__________________________________________________________________________

(insert address)

its right to purchase up to _________ Ordinary Shares represented by this Warrant and does hereby irrevocably constitute and appoint _______________________ Attorney, to transfer the same on the books of the Company, with full power of substitution in the premises.

 

Signature:________________________________________________

PROJECT JRJ – WARRANT ASSIGNMENT FORM