UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2024
Commission File Number: 333-274650
MicroCloud Hologram Inc.
(Registrant’s Name)
Room 302, Building A, Zhong Ke Na Neng Building,
Yue Xing Sixth Road, Nanshan District, Shenzhen,
People’s Republic of China 518000
(Address of principal executive offices) (Zip Code)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Explanatory Note
On January 23, 2024, the Company entered into
Convertible Note Purchase Agreements (“CNPA”) with certain investors (the “Investors”). On January 24, 2024, the
Company issued to each Investor an Unsecured Convertible Promissory Note (the “Notes”) pursuant to the CNPAs. The aggregate
original principal amount of the Notes is $9,500,000.00.
The Notes were offered in a registered direct offering
and registered under the Securities Act pursuant to a prospectus supplement to an existing effective shelf registration statement of the
Company.
The Note has a term of twenty-four (24) months
commencing on January 24, 2024. The Notes carry an aggregate original issue discount of $760,000. The Company bore the costs and other
transaction expenses incurred in connection with the purchase and sale of the Notes.
Subject to a Ownership Limitation (defined below),
each Investor has the right to elect to convert all or a portion of the outstanding balance under the Note into ordinary shares of the
Company pursuant to the following formula: conversion shares equals amount being converted divided by the conversion price, which
is calculated as (A) the lowest market closing price of the Company’s ordinary shares in the twenty (20) trading days preceding
the date of conversion request (B) multiplied by 70% and (C) rounded down to the nearest 2 decimal places. The conversion is subject
to adjustment in the event of a stock split, stock dividend, recapitalization, or similar transaction.
Ownership Limitation: The Company may at it option
decline to effect any conversion of the outstanding balance under the Note to the extent that after giving effect to such conversion would
cause the Investors (on an individual basis) to beneficially own a number of shares exceeding 9.99% of the number of shares outstanding
on such date
Upon occurrence of an Event of Default (as defined
in the Note), the interest rate shall accrue on the outstanding balance at the rate equal to 10% per annum. In the event of a default,
Investors will continue to have the right to make conversions until such time the outstanding balance is paid in full.
The Registrant will use the net proceeds from the
offering of the Note for working capital and general corporate purposes.
The foregoing descriptions of the CNPAs and the
Notes are summaries of the material terms of such agreements, do not purport to be complete and are qualified in their entirety by
reference to the CNPAs and the Note, which are attached hereto as Exhibits 99.1 and 99.2. The prospectus supplement relating to the
Offering is filed on the SEC’s web site at http://www.sec.gov.
The information contained in this Report is hereby incorporated by reference into the Company’s registration statement on Form F-3 as amended (File No. 333-274650), filed with the Commission on October 11, 2023.
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.
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MicroCloud Hologram Inc. |
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By: |
/s/ Guohui Kang |
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Name: |
Guohui Kang |
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Title: |
Chief Executive Officer |
Date: January 24, 2024
EXHIBIT INDEX
Exhibit 5.1
Our ref: SQG/813280-000001/28574413v2
24 January 2024
MicroCloud Hologram Inc.
We have acted as counsel as to Cayman Islands
law to MicroCloud Hologram Inc. (the “Company”) in connection with the entry by the Company into the Transaction Documents
(as defined below) and its issue of certain convertible promissory notes (the “Notes”) with a principal amount of US$9,500,000
to the Purchasers which are convertible into certain ordinary shares of a par value of US$0.0001 each in the capital of the Company upon
the terms and subject to the limitations and conditions set forth in the Notes.
We have reviewed originals, copies, drafts or conformed copies of the
following documents:
| 1.1 | The certificate of incorporation dated 9 May 2018 and the certificate
of incorporation on change of name of the Company dated 16 September 2022 issued by the Registrar of Companies in the Cayman Islands. |
| 1.2 | The amended and restated memorandum and articles of association
of the Company as adopted by a special resolution passed on 8 September 2022 (the “Memorandum and Articles”). |
| 1.3 | The written resolutions of the board of directors of the
Company dated 23 January 2024 (the “Resolutions”) and the corporate records of the Company maintained at its registered
office in the Cayman Islands. |
| 1.4 | A certificate of good standing with respect to the Company
issued by the Registrar of Companies dated 24 January 2024 (the “Certificate of Good Standing”). |
| 1.5 | A certificate from a director of the Company a copy of which
is attached to this opinion letter (the “Director’s Certificate”). |
| 1.6 | The transaction documents listed in the Schedule (the “Transaction
Documents”). |
The following opinions are given only as to, and
based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to
the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied
(without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director’s Certificate
and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | The Transaction Documents and the Notes have been or will
be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant
laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 2.2 | The Transaction Documents and the Notes are, or will be,
legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of New York (the “Relevant
Law”) and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 2.3 | The choice of the Relevant Law as the governing law of the
Transaction Documents and the Notes has been made in good faith and would be regarded as a valid and binding selection which will be
upheld by the courts of New York (the “Relevant Jurisdiction”) and any other relevant jurisdiction (other than the
Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands). |
| 2.4 | Where a Transaction Document has been provided to us in draft
or undated form, it will be duly executed, dated and unconditionally delivered by all parties thereto in materially the same form as
the last version provided to us and, where we have been provided with successive drafts of a Transaction Document marked to show changes
to a previous draft, all such changes have been accurately marked. |
| 2.5 | Copies of documents, conformed copies or drafts of documents
provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us
are complete and accurate. |
| 2.6 | All signatures, initials and seals are genuine. |
| 2.7 | The capacity, power, authority and legal right of all parties
under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to
enter into, execute, unconditionally deliver and perform their respective obligations under the Transaction Documents. |
| 2.8 | There is no contractual or other prohibition or restriction
(other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing
its obligations under the Transaction Documents and the Notes. |
| 2.9 | The Notes will be issued and authenticated in accordance with the provisions of the Note Purchase Agreements
(as defined below). |
| 2.10 | No monies paid to or for the account of any party under the Transaction Documents or any property received
or disposed of by any party to the Transaction Documents in each case in connection with the Transaction Documents or the consummation
of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property
(as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively). |
| 2.11 | No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands
to subscribe for the Notes. |
| 2.12 | There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect
the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law. |
| 2.13 | The Court Register constitutes a complete record of the proceedings before the Grand Court as at the time
of the Litigation Search (as those terms are defined below). |
Based upon, and subject to, the foregoing assumptions and the qualifications
set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing
and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | The Company has all requisite power and authority under the Memorandum and Articles to enter into, execute
and perform its obligations under the Transaction Documents and the Notes. |
| 3.3 | The execution and delivery of the Transaction Documents do not, and the issue and offer of the Notes and
the performance by the Company of its obligations under the Transaction Documents will not, conflict with or result in a breach of any
of the terms or provisions of the Memorandum and Articles or any law, public rule or regulation applicable to the Company currently in
force in the Cayman Islands. |
| 3.4 | The execution, delivery and performance of the Transaction Documents have been authorised by and on behalf
of the Company and, upon the execution and unconditional delivery of the Transaction Documents by an Authorized Officer (as defined in
the Board Resolutions) for and on behalf of the Company, the Transaction Documents will have been duly executed and delivered on behalf
of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms. |
| 3.5 | The Notes have been duly authorised by the Company and when the Notes are signed in fax or manually by
a director on behalf of the Company and, if appropriate, authenticated in the manner set forth in the Note Purchase Agreements and delivered
against due payment therefor will be duly executed, issued and delivered and will constitute the legal, valid and binding obligations
of the Company enforceable in accordance with their respective terms. |
| 3.6 | No authorisations, consents, approvals, licences, validations or exemptions are required by law from any
governmental authorities or agencies or other official bodies in the Cayman Islands in connection with: |
| (a) | the execution, creation or delivery of the Transaction Documents by and on behalf of the Company; |
| (b) | subject to the payment of the appropriate stamp duty, enforcement of the Transaction Documents against
the Company; |
| (c) | the offering, execution, authentication, allotment, issue or delivery of the Notes; |
| (d) | the performance by the Company of its obligations under the Notes and the Transaction Documents; or |
| (e) | the payment of the principal and interest and any other amounts under the Notes. |
| 3.7 | No taxes, fees or charges (other than stamp duty) are payable (either by direct assessment or withholding)
to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of: |
| (a) | the execution or delivery of the Transaction Documents or the Notes; |
| (b) | the enforcement of the Transaction Documents or the Notes; |
| (c) | payments made under, or pursuant to, the Transaction Documents; or |
| (d) | the issue, transfer or redemption of the Notes. |
The Cayman Islands currently has no form of income, corporate
or capital gains tax and no estate duty, inheritance tax or gift tax.
| 3.8 | The courts of the Cayman Islands will observe and give effect to the choice of the Relevant Law as the
governing law of the Transaction Documents and the Notes. |
| 3.9 | Based solely on our search of the Register of Writs and Other Originating Process (the “Court
Register”) maintained by the Clerk of the Court of the Grand Court of the Cayman Islands (the “Grand Court”)
from the date of incorporation of the Company to the close of business (Cayman Islands time) on 22 January 2024 (the “Litigation
Search”), the Court Register disclosed no writ, originating summons, originating motion, petition (including any petition for
the winding-up of the Company or for the appointment of restructuring officers or interim restructuring officers thereto), counterclaim
nor third party notice (“Originating Process”) nor any amended Originating Process pending before the Grand Court,
in which the Company is identified as a defendant or respondent. |
| 3.10 | Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the Relevant
Jurisdiction, a judgment obtained in such jurisdiction will be recognised and enforced in the courts of the Cayman Islands at common law,
without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court,
provided such judgment: |
| (a) | is given by a foreign court of competent jurisdiction; |
| (b) | imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; |
| (d) | is not in respect of taxes, a fine or a penalty; and |
| (e) | was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice
or the public policy of the Cayman Islands. |
| 3.11 | It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the
Transaction Documents or the Notes that any document be filed, recorded or enrolled with any governmental authority or agency or any official
body in the Cayman Islands. |
The opinions expressed above are subject to the following qualifications:
| 4.1 | The obligations assumed by the Company under the Transaction Documents and the Notes will not necessarily
be enforceable in all circumstances in accordance with their terms. In particular: |
| (a) | enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts
or moratorium or other laws of general application relating to, protecting or affecting the rights of creditors and/or contributories; |
| (b) | enforcement may be limited by general principles of equity. For example, equitable remedies such as specific
performance may not be available, inter alia, where damages are considered to be an adequate remedy; |
| (c) | some claims may become barred under relevant statutes of limitation or may be or become subject to defences
of set off, counterclaim, estoppel and similar defences; |
| (d) | where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable
in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; |
| (e) | the courts of the Cayman Islands have jurisdiction to give judgment in the currency of the relevant obligation
and statutory rates of interest payable upon judgments will vary according to the currency of the judgment. If the Company becomes insolvent
and is made subject to a liquidation proceeding, the courts of the Cayman Islands will require all debts to be proved in a common currency,
which is likely to be the “functional currency” of the Company determined in accordance with applicable accounting principles.
Currency indemnity provisions have not been tested, so far as we are aware, in the courts of the Cayman Islands; |
| (f) | arrangements that constitute penalties will not be enforceable; |
| (g) | enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation,
public policy or mistake or limited by the doctrine of frustration of contracts; |
| (h) | provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the
requirements of legal and/or regulatory process; |
| (i) | the courts of the Cayman Islands may decline to exercise jurisdiction in relation to substantive proceedings
brought under or in relation to the Transaction Documents in matters where they determine that such proceedings may be tried in a more
appropriate forum; |
| (j) | any provision in a Transaction Document which is governed by Cayman Islands law purporting to impose obligations
on a person who is not a party to such Transaction Document (a “third party”) is unenforceable against that third party.
Any provision in a Transaction Document which is governed by Cayman Islands law purporting to grant rights to a third party is unenforceable
by that third party, except to the extent that such Transaction Document expressly provides that the third party may, in its own right,
enforce such rights (subject to and in accordance with the Contracts (Rights of Third Parties) Act (As Revised) of the Cayman Islands); |
| (k) | any provision of a Transaction Document which is governed by Cayman Islands law which expresses any matter
to be determined by future agreement may be void or unenforceable; |
| (l) | we reserve our opinion as to the enforceability of the relevant provisions of the Transaction Documents
to the extent that they purport to grant exclusive jurisdiction as there may be circumstances in which the courts of the Cayman Islands
would accept jurisdiction notwithstanding such provisions; |
| (m) | a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory
power and there is doubt as to the enforceability of any provision in the Transaction Documents whereby the Company covenants to restrict
the exercise of powers specifically given to it under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”),
including, without limitation, the power to increase its authorised share capital, amend its memorandum and articles of association or
present a petition to a Cayman Islands court for an order to wind up the Company; |
| (n) | if the Company becomes subject to Part XVIIA of the Companies Act, enforcement or performance of any provision
in the Transaction Documents which relates, directly or indirectly, to an interest in the Company constituting shares, voting rights or
director appointment rights in the Company may be prohibited or restricted if any such relevant interest is or becomes subject to a restrictions
notice issued under the Companies Act; and |
| (o) | enforcement or performance of any provision in the Transaction Documents which relates, directly or indirectly,
to an interest in a Cayman Islands company or limited liability company constituting shares, membership interests, voting rights or director
or manager appointment rights in respect of such company or limited liability company may be prohibited or restricted if any such relevant
interest is or becomes subject to a restrictions notice issued under the Companies Act or the Limited Liability Companies Act (As Revised)
(the “LLC Act”). |
| 4.2 | Applicable court fees will be payable in respect of the enforcement of the Transaction Documents. |
| 4.3 | Cayman Islands stamp duty may be payable if the original Transaction Documents are brought to or executed
in the Cayman Islands. |
| 4.4 | To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman
Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law. |
| 4.5 | The Company must make an entry in its register of mortgages and charges in respect of all mortgages and
charges created under the Transaction Documents in order to comply with section 54 of the Companies Act; failure by the Company to comply
with this requirement does not operate to invalidate any mortgage or charge though it may be in the interests of the secured parties that
the Company should comply with the statutory requirements. |
| 4.6 | The obligations of the Company may be subject to restrictions pursuant to: |
| (a) | United Nations and United Kingdom sanctions extended to the Cayman Islands by Orders in Council; and |
| (b) | sanctions imposed by Cayman Islands authorities under Cayman Islands legislation. |
| 4.7 | A certificate, determination, calculation or designation of any party to the Transaction Documents as
to any matter provided therein might be held by a Cayman Islands court not to be conclusive, final and binding if, for example, it could
be shown to have an unreasonable or arbitrary basis, or in the event of manifest error. |
| 4.8 | The Litigation Search of the Court Register would not reveal, amongst other things, an Originating Process
filed with the Grand Court which, pursuant to the Grand Court Rules or best practice of the Clerk of the Courts’ office, should
have been entered in the Court Register but was not in fact entered in the Court Register (properly or at all), or any Originating Process
which has been placed under seal or anonymised (whether by order of the Court or pursuant to the practice of the Clerk of the Courts’
office). |
| 4.9 | In principle the courts of the Cayman Islands will award costs and disbursements in litigation in accordance
with the relevant contractual provisions but there remains some uncertainty as to the way in which the rules of the Grand Court will be
applied in practice. Whilst it is clear that costs incurred prior to judgment can be recovered in accordance with the contract, it is
likely that post-judgment costs (to the extent recoverable at all) will be subject to taxation in accordance with Grand Court Rules Order
62. |
| 4.10 | We reserve our opinion as to the extent to which the courts of the Cayman Islands would, in the event
of any relevant illegality or invalidity, sever the relevant provisions of the Transaction Documents and enforce the remainder of the
Transaction Documents or the transaction of which such provisions form a part, notwithstanding any express provisions in the Transaction
Documents in this regard. |
| 4.11 | We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman
Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Transaction
Documents. |
We express no view as to the commercial terms
of the Transaction Documents or whether such terms represent the intentions of the parties and make no comment with regard to warranties
or representations that may be made by the Company.
We express no opinion with respect to any direct
or indirect acquisition, disposal or exercise of rights by the Company of or in respect of any interest in any property governed by the
laws of or situated in the Cayman Islands.
The opinions in this opinion letter are strictly
limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been asked to review
and we therefore have not reviewed any of the ancillary documents relating to the Transaction Documents and express no opinion or observation
upon the terms of any such document.
This opinion letter is addressed to and for the
benefit solely of the addressee and may not be relied upon by any other person for any purpose, nor may it be transmitted or disclosed
(in whole or part) to any other person without our prior written consent.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Exhibit
99.1
Convertible
Note Purchase Agreement
This
Convertible Note Purchase Agreement (this
“Agreement”), dated as of [ ], is entered into by and between MicroCloud
Hologram Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the
signature page hereto (including its successors and assigns, the “Purchaser”).
A. The
Company and the Purchaser are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded
by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder
by the United States Securities and Exchange Commission.
B. The
Purchaser desires to purchase and the Company desires to Issue and sell, upon the terms and conditions set forth in this Agreement, that
certain Convertible Promissory Note in the form attached hereto as Exhibit A, in the original principal amount of US$[
] (the “Note”). The Note shall be convertible into ordinary shares of par value US$0.0001 each of the Company (“Shares”),
upon the terms and subject to the limitations and conditions set forth in the Note.
C. This
Agreement, the Note, and all other certificates, documents, agreements, resolutions and instruments delivered to any party under or in
connection with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the “Transaction
Documents”.
D. For
purposes of this Agreement: “Conversion Shares” means all Shares issuable upon conversion of all or any portion of
the Note; and “Securities” means the Note and the Conversion Shares.
NOW,
THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Purchaser hereby agree as follows:
1. Purchase
and Sale of Securities.
1.1. Purchase
of Securities. The Company shall issue and sell to Purchaser and each Purchaser shall purchase from the Company the Note. In consideration
thereof, the Purchaser shall pay the purchase price in an amount equal to the original principal amount of the Note (the “Purchase
Price”) to the Company.
1.2. Form of
Payment. On the Closing Date (as defined below), the Purchaser shall pay the Purchase Price to the Company via wire transfer of immediately
available funds against delivery of the Note.
1.3. Closing
Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the
date of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be within 30 days
after the date of this Agreement, or another mutually agreed upon date. The closing of the transactions contemplated by this Agreement
(the “Closing”) shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall
be deemed for all purposes to have occurred at the Company’s principal executive offices in Shenzhen, People’s Republic of
China.
2. Purchaser’s
Representations and Warranties. The Purchaser represents and warrants to the Company that as of the date hereof and as of the Closing
Date as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):
(a) Organization;
Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership limited liability company
or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry
out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions
contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar
action, as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser,
and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of
the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b) Purchaser
Status. At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is, and on the Closing Date, it
will be either: (i) an “accredited investor” as defined in Rule 501(a) under the 1933 Act or (ii) a
“qualified institutional buyer” as defined in Rule 144A(a) under the 1933 Act. If it is not a U.S. Person (as
defined in Regulation S), the Purchaser (i) acknowledges that the certificate(s) representing or evidencing the Conversion
Shares shall contain a customary restrictive legend restricting the offer, sale or transfer of any Conversion Shares except in accordance
with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration,
(ii) agrees that all offers and sales by the Purchaser of the Conversion Shares shall be made pursuant to an effective registration
statement under the 1933 Act or pursuant to an exemption from, or a transaction not subject to the registration requirements of, the
1933 Act, (iii) represents that the offer to purchase the Securities was made to the Purchaser outside of the United States, and
the Purchaser was, at the time of the offer and will be, at the time of the sale and is now, outside the United States, (iv) has
not engaged in or directed any unsolicited offers to purchase Securities in the United States, (v) is not a Distributor (as such
terms are defined in Rule 902(k) and 902(d), respectively, of Regulation S), (vi) has purchased the Securities for
its own account and not for the account or benefit of any U.S. Person, (vii) is the sole beneficial owner of the Securities and
has not pre-arranged any sale with the Purchaser in the United States, and (viii) is familiar with and understands the terms and
conditions and requirements contained in Regulation S, specifically, without limitation, the Purchaser understands that the statutory
basis for the exemption claimed for the sale of the Securities would not be present if the sale, although in technical compliance with
Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act.
(c) Experience
of Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the
Securities and, at the present time, is able to afford a complete loss of such investment.
(d) Restricted
Securities. The Purchaser acknowledges that absent an effective registration under the 1933 Act, the Securities may only be offered,
sold or otherwise transferred (i) to the Company, or (ii) pursuant to an exemption from registration under the 1933 Act.
(e) Access
to Information. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and all reports, schedules, forms, statements and other documents filed by the Company under the 1933 Act and
Securities Exchange Act of 1934, as amended (the “1934 Act”), including pursuant to Section 13(a) or 15(d) thereof,
including the exhibits thereto and documents incorporated by reference therein and has been afforded (i) the opportunity to ask
such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions
of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the
Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to
evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire
without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.
(f) General
Solicitation. The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at
any seminar or, to our knowledge, any other general solicitation or general advertisement.
3. Company’s
Representations and Warranties. The Company represents and warrants to the Purchaser that as of the Closing Date:
(a) Organization
and Qualification. The Company is an exempted company with limited liability duly incorporated, validly existing and in good
standing under the laws of the Cayman Islands, and each subsidiary of the Company is duly incorporated or organized, validly existing
and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of its jurisdiction of
organization. Each of the Company and its subsidiaries has the requisite power and authority to own, lease and operate its properties
and to carry on its business as currently being conducted, and is duly qualified or licensed to do business in all material respects
in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification
or licensing necessary.
(b) Authorization;
Enforcement; Validity. The Company has the requisite corporate power and authority to execute and deliver the Transaction Documents
and to perform its obligations thereunder. The execution, delivery and performance by the Company of the Transaction Documents, including
the issuance of the Note and the Conversion Shares, have been duly authorized by all necessary corporate action on the part of the Company.
Each Transaction Document to which the Company is a party has been or will be duly executed and delivered by the Company, and, assuming
the due authorization, execution and delivery by the Purchaser and the other parties thereto, constitutes a legal, valid and binding
obligation of the Company, enforceable against it in accordance with its terms, except as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally.
(c) Issuance
of the Conversion Shares. The Conversion Shares 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.
(d) Capitalization.
All issued and outstanding ordinary shares have been duly authorized and validly issued and are fully paid and non-assessable, were issued
in compliance with applicable U.S. and other applicable securities laws and were not issued in violation of any preemptive right, resale
right or right of first refusal.
(e) No
Conflicts. The execution, delivery and performance by the Company of the Transaction Documents, including the issuance of the Note
and the Conversion Shares, will not (i) result in a violation of the Memorandum and Articles, (ii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement to which the Company is a party, or (iii) result in a violation of any
law applicable to the Company or by which any property or asset thereof is bound, except in the case of clauses (ii) and
(iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be
expected to have a material adverse effect on the ability of the Company to perform its obligations under the Transaction Documents to
which it is a party.
(f) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in
connection with the execution, delivery and performance by the Company of the Transaction Documents, other than such filings as are required
to be made under applicable federal securities laws and the laws of the PRC.
(g) No
Additional Representations. The Company makes no representations or warranties as to any matter whatsoever except as expressly set
forth in the Transaction Documents or in any certificate delivered by the Company to the Purchaser in accordance with the terms thereof.
3. Company
Covenants. Until all of Company’s obligations under the Note are paid and performed in full, or within the timeframes otherwise
specifically set forth below, so long as Purchaser beneficially owns Company’s securities, Company will at all times comply with
the following covenants: (i) Company will timely file on the applicable deadline all reports required to be filed with the SEC pursuant
to Sections 13 or 15(d) of the 1934 Act, and will take all reasonable action under its control to ensure that adequate current public
information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate
its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would
permit such termination; (ii) the Ordinary shares shall be listed or quoted for trading on NYSE or NASDAQ; (iii) trading in Company’s
Ordinary shares will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal
trading market; (iv) from the Closing Date until five (5) days after the Note is satisfied in full, Company will not make any Restricted
Issuance (as defined below) without Purchaser’s prior written consent, which consent may be granted or withheld in Purchaser’s
sole and absolute discretion; (v) while Company may raise any capital it deems necessary for its operations, Company shall not enter
into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits
Company: (a) from entering into a variable rate transaction with Purchaser or any affiliate of Purchaser, or (b) from issuing Ordinary
shares, preferred stock, warrants, convertible notes, other debt securities, or any other Company securities to Purchaser or any affiliate
of Purchaser; and (vi) on or before June 30, 2023, Company will file a Form 424B prospectus supplement to its registration statement
on Form F-3 (No. 333-248197) for the registration of $1,800,000.00 in Conversion Shares (as defined in the Note) (or an amount agreed
to between Company and Purchaser) for any conversion by Purchaser under the Note.
4. Conditions
to Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities to the Purchaser
at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:
4.1. The
Purchaser shall have executed this Agreement and delivered the same to the Company.
4.2. The
Purchaser shall have delivered the Purchase Price to the Company in accordance with Section 1.2 above.
5. Conditions
to Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Securities at the Closing
is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions may
be waived by the Purchaser at any time in its sole discretion:
5.1. The
Company shall have executed this Agreement and the Note and delivered the same to the Purchaser.
5.2. The
Company shall have delivered to the Purchaser fully executed copies of all other Transaction Documents required to be executed by the
Company herein or therein.
6. Miscellaneous.
6.1. Termination.
This Agreement may be terminated by the Company by written notice to the Purchaser if the Closing has not been consummated on or before
January 30, 2024.
6.2. Governing
Law; Dispute Resolution. This Agreement shall be governed by and construed exclusively in accordance with the laws of New York, without
giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction to the rights and duties
of the parties hereunder. The Company and the Purchaser agree to negotiate in good faith to resolve any dispute, controversy, difference
or claim arising out of or relating to or regarding this Agreement including the existence, validity, interpretation, performance, breach
or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it (each, a “Dispute”).
6.3. Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
6.4. Headings.
The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this
Agreement.
6.5. Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such
statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision hereof.
6.6. Entire
Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties with respect
to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor the Purchaser
makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term
sheets or other documents between Company and the Purchaser, or any affiliate thereof, related to the transactions contemplated by the
Transaction Documents (collectively, “Prior Agreements”), that may have been entered into between Company and the
Purchaser, or any affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents.
To the extent there is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents,
the Transaction Documents shall govern.
6.7. Amendments.
No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties hereto.
6.8. Notices.
Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively
given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by email
to an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation which
is kept by sending party), (ii) the earlier of the date delivered or the third Business Day after deposit, postage prepaid, in
the United States Postal Service by certified mail, or (iii) the earlier of the date delivered or the third Business Day after
mailing by express courier, with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto (or
at such other addresses as such party may designate by five (5) calendar days’ advance written notice similarly given to
each of the other parties hereto). The address for such notices and communications shall be as set forth on the signature pages attached
hereto. “Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or
authorized by applicable laws to be closed in Beijing, Cayman Islands, Hong Kong or New York.
6.9. Successors
and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by the Purchaser
hereunder may be assigned by the Purchaser to a third party, including its affiliates, in whole or in part, without the need to obtain
Company’s consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its duties hereunder
without the prior written consent of the Purchaser.
6.10. Survival.
The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive the Closing
hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Purchaser. Company agrees to indemnify and
hold harmless the Purchaser and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result
of or related to any breach or alleged breach by Company of any of its representations, warranties and covenants set forth in this Agreement
or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
6.11. Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
6.12. Purchaser’s
Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents are cumulative
and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that the Purchaser
may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or by statute,
and any and all such rights and remedies may be exercised from time to time and as often and in such order as the Purchaser may deem
expedient.
6.13. Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses
of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement.
6.14. No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
6.15. Waiver.
No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party granting the
waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to
any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a
party to provide a waiver or consent in the future except to the extent specifically set forth in writing.
[Remainder
of page intentionally left blank; signature page follows]
IN
WITNESS WHEREOF, the undersigned the Purchaser and the Company have caused this Agreement to be duly executed as of the date first above
written.
[signature
page to follow]
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PURCHASER: |
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By: |
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Printed Name: |
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Title: |
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COMPANY: |
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MicroCloud
Hologram Inc. |
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By: |
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Printed Name: |
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Title: |
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[Signature
Page to Convertible Note Purchase Agreement]
EXHIBIT A
Exhibit 99.2
CONVERTIBLE
PROMISSORY NOTE
| Effective Date: [ ] |
U.S. $[ ] |
FOR VALUE RECEIVED, MicroCloud
Hologram Inc., a Cayman Islands exempted company (“Borrower”), promises to pay to _______, a __________ company,
or its successors or assigns (“Lender”), $[ ] and any interest, fees, charges, and late fees accrued hereunder on the
date (the “Maturity Date”) that is twenty-four (24) months after the date the Purchase Price for this Note is
delivered by Lender to Borrower (the “Purchase Price Date”) in accordance with the terms set forth herein and to pay
interest on the Outstanding Balance (as defined below) at the simple rate of 0% per annum from the Purchase Price Date until the same
is paid in full. Notwithstanding the foregoing, Borrower may, in its sole discretion, by delivery of a written notice to Lender not less
than two (2) days prior to the then applicable Maturity Date, extend the Maturity Date; provided that the new Maturity
Date shall in no event be more than three hundred and sixty-four (364) days after the Purchase Price Date. All interests hereunder shall
be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, and shall be payable on the Maturity
Date.
This Convertible Promissory
Note (this “Note”) is issued and made effective as of [ ] (the “Effective Date”). This Note is issued
pursuant to that certain Convertible Note Purchase Agreement dated [ ], as the same may be amended from time to time, by and between Borrower
and Lender (the “Purchase Agreement”). For all purposes of this Note, (a) the “Outstanding Balance”
means, as of any date of determination, the Purchase Price, as reduced or increased, as the case may be, pursuant to the terms hereof
for payment, Conversion (as defined below), offset, or otherwise, plus accrued but unpaid interest, and (b) “Business Day”
means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by applicable laws to be closed
in Beijing, Cayman Islands, Hong Kong or New York.
The purchase price for this
Note shall be $[ ] (the “Purchase Price”). The Purchase Price shall be payable by Lender by wire transfer of
immediately available funds.
1. Payment;
Prepayment.
1.1. Payment.
All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided
for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments shall be applied
first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest,
and thereafter, to (d) principal.
1.2. Prepayment.
Notwithstanding the foregoing, Borrower shall have the right to prepay all or any portion of the Outstanding Balance (less such portion
of the Outstanding Balance for which Borrower has received a Conversion Notice (as defined below) from Lender where the applicable Conversion
Shares have not yet been delivered).
2. Security.
This Note is unsecured.
3. Lender
Optional Conversion.
3.1. Conversions.
Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been paid in full, at its election, to
convert (“Conversion”) all, or a portion of the Outstanding Balance into ordinary shares of par value US$0.0001 each
of Borrower (“Conversion Shares”) as per the following conversion formula: the number of Conversion Shares equals the
amount being converted (the “Conversion Amount”) divided by the Conversion Price. Conversion notices shall be in the
form attached hereto as Exhibit A (each, a “Conversion Notice”) and may be effectively delivered
to Borrower by any method set forth in the “Notices” section of the Purchase Agreement. Borrower shall take necessary actions
to enable the share registrar or transfer agent to deliver the Conversion Shares from any Conversion to Lender or its Permitted Designee
(as defined below) in accordance with Section 7 below. “Permitted Designee” means any individual, partnership,
firm, corporation, association, trust, unincorporated organization or other entity which directly, legally and beneficially owns any issued
and outstanding equity securities of Lender.
3.2. Conversion
Price. Subject to adjustment as set forth in this Note, the price at which Lender has the right to convert all, and no less than all,
of the Outstanding Balance into Conversion Shares is the Conversion Price, which shall be calculated as (A) the lowest market closing
price of the Company’s ordinary shares in the twenty (20) trading days preceding the date of the Conversion Notice (the “Reference
Price”), (B) multiplied by 70%, and (C) rounded down to the nearest 2 decimal places, subject to adjustment
in the event of a stock split, stock dividend, recapitalization, or similar transactions.
4. Trigger
Events; Defaults; and Remedies.
4.1. Trigger
Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower fails to
pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other
similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for 60
days or shall not be dismissed or discharged within 60 days; (c) Borrower files a petition for relief under any bankruptcy, insolvency
or similar law (domestic or foreign); (d) an involuntary bankruptcy proceeding is commenced or filed against Borrower.
4.2. Defaults.
At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower demanding that Borrower
cure the Trigger Event within 60 Business Days. If Borrower fails to cure the Trigger Event within the required 60 Business Day cure period,
the Trigger Event will automatically become an event of default hereunder (each, an “Event of Default”) and the date
of the Event of Default shall be the 60th Business Day following the occurrence of the relevant Trigger Event.
4.3. Default
Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this Note by written
notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash. At any time following the occurrence of
any Event of Default, upon written notice given by Lender to Borrower to accelerate this Note, interest shall accrue on the Outstanding
Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to 10% per annum (“Default Interest”)
until the Outstanding Balance is paid in full. For the avoidance of doubt, the foregoing interest rate of 10% per annum shall be the only
interest that may accrue on the Outstanding Balance beginning on the date of the applicable Event of Default, and the original interest
rate of 0% per annum shall cease to have effect from the date of the applicable Event of Default. Lender may continue making Conversions
at any time following a Trigger Event or an Event of Default until such time as the Outstanding Balance is paid in full. Such acceleration
may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note
until such time, if any, as Lender receives full payment pursuant to this Section 4.3. No such rescission or annulment shall affect
any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any
other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief
with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Note as required pursuant to the terms
hereof.
5. Waiver.
No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver.
No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other
prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide
a waiver or consent in the future except to the extent specifically set forth in writing.
6. Adjustment
of Conversion Price upon Share Subdivision or Combination. Without limiting any provision hereof, if Borrower at any time on or after
the Effective Date subdivides (by any stock split, stock dividend, recapitalization, ratio change or otherwise) its outstanding ordinary
shares into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced.
Without limiting any provision hereof, if Borrower at any time on or after the Effective Date combines (by combination, reverse stock
split, ratio change or otherwise) its outstanding Class ordinary shares into a smaller number of shares, the Conversion Price in
effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 6 shall
become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this
Section 6 occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price
shall be adjusted appropriately to reflect such event.
7. Method
of Conversion Share Delivery. On or before the close of business on the 10th Business Day following the date of delivery
of a Conversion Notice (the “Delivery Date”), Borrower shall deliver or cause its share registrar or transfer agent
to deliver the applicable Conversion Shares and a certificate representing the number of Conversion Shares to which Lender shall be entitled,
registered in the name of Lender or its Permitted Designee. Moreover, and notwithstanding anything to the contrary herein or in any other
Transaction Document, in the event Borrower or its share registrar or transfer agent refuses to deliver any Conversion Shares without
a restrictive securities legend to Lender on grounds that such issuance is in violation of Rule 144 under the Securities Act of
1933, as amended (“Rule 144”), Borrower shall deliver or cause its share registrar or transfer agent to deliver
the applicable Conversion Shares to Lender with a restricted securities legend, but otherwise in accordance with the provisions of this
Section 7.
8. Issuance
Fees. Lender will be solely liable for any fees that must be paid by Borrower in order to issue any Conversion Shares.
9. Ownership
Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower may, at its
option, decline to effect any conversion of this Note to the extent that after giving effect to such conversion would cause each of Lender
or any Permitted Designee to, on an individual basis, beneficially own a number of shares exceeding 9.99% of the number of shares outstanding
on such date (including for such purpose the Conversion Shares issuable upon such issuance) (the “Maximum Percentage”).
For purposes of this section, beneficial ownership of shares will be determined pursuant to Section 13(d) of the 1934 Act.
Borrower and Lender may, by written agreement, increase, decrease or waive the Maximum Percentage as to Lender.
10. Opinion
of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to have any
such opinion provided by its counsel at its own costs.
11. Governing
Law; Dispute Resolution. This Agreement shall be governed by and construed exclusively in accordance with the laws of New York, without
giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction to the rights and duties
of the parties hereunder. The Company and the Purchaser agree to negotiate in good faith to resolve any dispute, controversy, difference
or claim arising out of or relating to or regarding this Agreement including the existence, validity, interpretation, performance, breach
or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it (each, a “Dispute”).
12. Cancellation.
After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically be deemed
canceled, and shall not be reissued.
13. Amendments.
The prior written consent of both parties hereto shall be required for any change or amendment to this Note.
14. Assignments.
Borrower may not assign this Note without the prior written consent of Lender. This Note may not be offered, sold, assigned or transferred
by Lender without the consent of Borrower, and Borrower is not obligated to give such consent. For avoidance of doubt, ADSs issued to
Lender upon conversion of Conversion Shares may be offered, sold, assigned or transferred by Lender without the consent of Borrower.
15. Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with
the section of the Purchase Agreement titled “Notices.”
16. Severability.
If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower
and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
[Remainder of page intentionally left
blank; signature page follows]
IN WITNESS WHEREOF, Borrower
has caused this Note to be duly executed as of the Effective Date.
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BORROWER: |
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MicroCloud Hologram Inc. |
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By: |
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Name: |
Guohui Kang |
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Title: |
Chief Executive Officer and Director |
ACKNOWLEDGED, ACCEPTED
AND AGREED:
LENDER:
[Signature Page to Convertible Promissory
Note]
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