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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): May
6, 2024
Next
Technology Holding Inc.
(formerly
known as “WeTrade Group Inc.”)
(Exact
name of Company as specified in charter)
| Wyoming |
|
001-41450 |
|
N/A |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
Number) |
Room
519, 05/F Block T3
Qianhai
Premier Finance Centre Unit 2
Guiwan
Area, Nanshan District, Shenzhen, China 518000
+852-
52208810
(Address,
including zip code, and telephone number, including area code, of principal executive offices)
Wyoming
Registered Agent
1621
Central Ave Cheyenne, Wyoming 82001
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under
any of the following provisions (see General Instruction A.2. below):
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock |
|
NXTT |
|
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
| (1) | Amendment
Agreement to BTC Trading Contract |
On
May 2, 2024, Next Technology Holding Inc. (formerly known as WeTrade Group Inc.), a Wyoming corporation (“Company”), entered
into an Amendment Agreement(“Amendment”) to a BTC Trading Contract. This Amendment pertains to the original BTC Trading Contract
dated September 25, 2023 (“Original Agreement”), which was previously disclosed in an 8-K filed on September 28, 2023. The
Original Agreement enabled the Company, as Buyer, to purchase 6000 bitcoins (“BTC”) at an exercise price of US$30,000 per
BT Cover a 12-month period from a specified seller (“Seller”). As of the signing date of the Amendment, the Company had purchased
833 BTC from the Seller and elected to further exercise the option for an additional 5000 BTC at the same exercise price. The consideration
for these additional BTC amounts to US$150,000,000. Under the terms of the Amendment, it was agreed that the consideration shall be satisfied
by the Company transferring 40,000,000 shares of its common stock and issuing 80,000,000 warrant shares to the Seller.
The
foregoing description is qualified in its entirety by reference to the full text of the Amendment to BTC Trading Contract, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K.
| (2) | Bitcoin
Option Contract |
On
May 2, 2024, the Company entered into a Bitcoin Option Contract ("Contract") with certain seller. Under this Contract, the
seller agrees to sell and the Company agrees to purchase up to 20,000 bitcoins ("BTC") at a fixed price of US$60,000 per BTC,
locked for a three-year period. The Contract allows the Company to exercise the option to purchase these bitcoins at any time within
the validity period, in one or multiple batches as agreed upon by both parties. The Contract specifies that payments for bitcoins may
be made in cash or common stock at the Company's discretion, with the possibility of a 10% advance payment in cash if agreed upon by
both parties.
This
significant commitment to purchasing bitcoins at a fixed price over an extended period is designed to support the Company's strategic
investments in digital assets. The foregoing description of the Bitcoin Option Contract does not purport to be complete and is qualified
in its entirety by the full text of the Contract, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
On
May 2, 2024, the Board of Directors (“the Board”) of the Company approved the issuance of an aggregate of 40,000,000 shares
of common stock and 80,000,000 warrant shares as detailed in item 1.01(1). The exercise price per warrant share is set at $2.6, or 70%
of the closing market price of the Company’s Common Shares on May 1st 2024. These warrants are exercisable from the Initial Exercise
Date of May 2, 2024, until the Termination Date of May 2, 2029.
The
foregoing description of the warrant does not purport to be complete and is subject to, and qualified in its entirety by, the full text
of the terms of the warrant which is filed as Exhibit 4.1 to this Current Report filed on Form 8-K and is incorporated herein
by reference.
The
shares and warrant shares to be issued pursuant to the Amendment have not been registered under the Securities Act of 1933, as amended,
and accordingly, may not be offered or sold within the United States in the absence of an effective registration or an applicable exemption
from the registration requirements.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
Next Technology Holding Inc. |
| |
|
|
| |
By: |
/s/ Liu Wei
Hong |
| |
Name: |
Wei Hong Liu |
| |
Title: |
Chief Executive Officer |
Dated:
May 6, 2024
EXHIBIT 4.1
NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON
STOCK PURCHASE WARRANT
NEXT
TECHNOLOGY HOLDING INC.
| Warrant
Shares: [●] |
|
Initial Exercise Date: [●] , 2024 |
THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [name of Holder] or its assigns
(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New
York City time) on [●], 20291 (the “Termination Date”) but not thereafter, to subscribe for and purchase
from Next Technology Holding Inc., a Wyoming corporation (the “Company”), up to [●] shares (as subject to adjustment
hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant
shall be equal to the Exercise Price, as defined in Section 2(b).
Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain
Amdendment Agreement (the “Amdendment Agreement”), dated [●] , 2024, among the Company and the holder signatory
thereto.
Section
2. Exercise.
a)
Exercise of Warrant. Exercise of the purchase
rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on
or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the
Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i)
1
Insert the date that is the 5 year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day,
insert the immediately following Trading Day.
two
(2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein)
following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable
Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified
in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall
any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything
herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased
all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this
Warrant to the Company for cancellation as soon as reasonably practicable of the date on which the final Notice of Exercise is delivered
to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the
applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares
purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Day
of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the
provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available
for purchase hereunder at any given time may be less than the amount stated on the face hereof.
b)
Exercise Price. The exercise price per share
of Common Stock under this Warrant shall be $2.6, or 70% of the closing market price of the Company’s Common Shares on May 1, 2024,
subject to adjustment hereunder (the “Exercise Price”).
c)
Cashless
Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus
contained therein is not available for the resale of the Warrant Shares by 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 Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A)
= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of
Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and
delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in
Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either
(y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common
Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s
execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular
trading
hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular
trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise
if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section
2(a) hereof after the close of “regular trading hours” on such Trading Day;
(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and
(X)
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this
Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
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 holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company
agrees not to take any position contrary to this Section 2(c).
“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock
is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price
of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then
listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good
faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees
and expenses of which shall be paid by the Company.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market
(“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices
for the Common
Stock
are then reported on the Pink Open Market (“Pink Market”) operated by the OTC Markets, Inc. (or a similar organization or
agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)
in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and
expenses of which shall be paid by the Company.
Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c).
i.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by
the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale
of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale
limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered
in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder
is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest
of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the
aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery
to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice
of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect
to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate
Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the
number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for
any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company
shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
(based on the VWAP of the Common Stock on the date
of
the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant
Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds
such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains
outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed
in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date
of delivery of the Notice of Exercise.
ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of
a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in
all other respects be identical with this Warrant.
iii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section
2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to
the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares
of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon
such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)
the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection
with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)
at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock
that would have been issued had the Company timely complied
with
its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise
to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay
the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of
the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right
to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.
v.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.
vi.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vii.
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.
| e) | Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and
a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section
2 or otherwise, to the extent that after giving effect to such issuance |
after
exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of
the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution
Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such
determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the
remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and
(ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without
limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the
preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of
the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not
representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely
responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this
Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole
discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of
whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and
Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership
Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a
determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding
shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the
Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public
announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of
shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm
orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of
Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the
Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon
exercise
of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this
Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder
and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective
until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor
holder of this Warrant.
Section
3. Certain Adjustments.
a)
Stock Dividends and Splits. If the Company, at
any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of
its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt,
shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares
of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common
Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of
the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares
of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the
number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant
shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made
pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re- classification.
b)
Pro Rata Distributions. During such time as this
Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution
of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme
of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then,
in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated
therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard
to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately
before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders
of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to
the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership
of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in
abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial
Ownership Limitation).
c) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or
indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii)
the Company (or any Subsidiary), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other
disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase
offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock
are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of
50% or more of the outstanding Common Stock or 50% or more of the voting power of the common equity of the Company, (iv) the Company,
directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common
Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme
of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares
of Common Stock or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without
regard to any limitation in Section 2(e) or Section 2(f) on the exercise of this Warrant), the number of shares of Common Stock of the
successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the Alternate
Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section
2(e) or Section 2(f) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall
be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders
of Common Stock are given any choice as to the
securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the
event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable
at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the
public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount
of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation
of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control,
including not approved by the Company's Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor
Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of
this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction,
whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given
the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided,
further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction,
such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be the Company following
such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant
based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of
consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding
to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental
Transaction and the Termination Date, (B) an expected volatility equal to the greater of (1) the 30 day volatility, (2) the 100 day volatility
or (3) the 365 day volatility, each of clauses (1)-(3) as obtained from the HVT function on Bloomberg (determined utilizing a 365 day
annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental
Transaction, (C) the underlying price per share used in such calculation shall be the highest VWAP during the period beginning on the
Trading Day immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation
of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section
3(e), (D) a remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental
Transaction and the Termination Date, and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer
of immediately available funds (or such other consideration) within the later of (i) five Business Days of the Holder’s election
and (ii) the date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction
in which the Company is not the survivor (the “Successor
Entity”)
to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with
the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved
by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the
Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form
and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or
its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to
any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the
exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant
to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,
the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation
of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company”
shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor
Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto
and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and
the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally,
had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this
Section 3(e) regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares
and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.
d)
Calculations. All calculations under this Section
3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number
of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock
(excluding treasury shares, if any) issued and outstanding.
i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any
sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into
other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding
up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email
address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective
date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to
be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to
deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to
be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a
Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such
notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Section
4. Transfer of Warrant.
a)
Transferability. Subject to compliance with any
applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and all rights hereunder (including, without
limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of
the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly
executed
by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon
such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee
or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to
the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder
has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days
of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned
in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
b)
New Warrants. This Warrant may be divided or
combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying
the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance
with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a
new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants
issued on transfers or exchanges shall be dated the Issue Date and shall be identical with this Warrant except as to the number of Warrant
Shares issuable pursuant thereto.
c)
Warrant Register. The Company shall register
this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name
of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner
hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to
the contrary.
d)
Transfer Restrictions. If, at the time of the
surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered
pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii)
eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144.
e)
Representation by the Holder. The Holder, by
the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant
Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or
any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted
under the Securities Act.
Section
5. Miscellaneous.
a)
No Rights as Stockholder Until Exercise; No Settlement
in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company
prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights
of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant
to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant.
The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate
of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
c)
Saturdays, Sundays, Holidays, etc. If the last
or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day,
then such action may be taken or such right may be exercised on the next succeeding Business Day.
The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with
the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with such issue).
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its
certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts
to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary
to enable the Company to perform its obligations under this Warrant.
Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.
e)
Jurisdiction. All questions concerning the construction,
validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Amdendment Agreement.
f)
Restrictions. The Holder acknowledges that the
Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will
have restrictions upon resale imposed by state and federal securities laws.
g)
Nonwaiver and Expenses. No course of dealing
or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice
the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Amdendment Agreement, if the
Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder,
the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to,
reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant
hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h)
Notices. Any notice, request or other document
required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions
of the Amdendment Agreement.
i)
Limitation of Liability. No provision hereof,
in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein
of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock
or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
j)
Remedies. The Holder, in addition to being entitled
to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this
Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it
of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that
a remedy at law would be adequate.
k)
Successors and Assigns. Subject to applicable
securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors
and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended
to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.
l)
Amendment. This Warrant may be modified or amended
or the provisions hereof waived with the written consent of the Company and the Holder.
m)
Severability. Wherever possible, each provision
of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant
shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n)
Headings. The headings used in this Warrant are
for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
********************
(Signature
Page Follows)
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
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NEXT TECHNOLOGY HOLDING INC. |
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By:
__________________________________________ |
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Name:
Weihong Liu |
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Title:
CEO |
NOTICE
OF EXERCISE
TO: NEXT
TECHNOLOGY HOLDING INC.
(1)
The undersigned hereby elects to purchase Warrant
Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the
exercise price in full, together with all applicable transfer taxes, if any.
(2)
Payment shall take the form of (check applicable box):
[
] in lawful money of the United States; or
[
] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).
(3)
Please issue said Warrant Shares in the name of the
undersigned or in such other name as is specified below:
The
Warrant Shares shall be delivered to the following DWAC Account Number:
(4)
Accredited Investor. The undersigned is an “accredited
investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.
[SIGNATURE
OF HOLDER]
Name
of Investing Entity: _________________________________________________________________________
Signature
of Authorized Signatory of Investing Entity:___________________________________________________
Name
of Authorized Signatory:_____________________________________________________________________
Title
of Authorized Signatory:______________________________________________________________________
Date:_________________________________________________________________________________________
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
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EXHIBIT
10.1
Amendment
Agreement
THIS
AMENDMENT AGREEMENT is made the 2nd day of May, 2024
BETWEEN
Party
A (Buyer): Next Technology Holding Inc. (formerly known as WeTrade Group Inc.)
and
Party
B (Seller):
WHEREAS
| (A) | The
Seller and the Buyer entered into a BTC Trading Contract on September 25, 2023 (Schedule
I); and |
| (B) | The
Buyer has purchased 833 Bitcoins (“BTC”) from the Seller, and the Buyer has the
option to purchase additional BTC pursuant to the terms and conditions of the BTC Trading
Contract; and |
| (C) | The
Seller and the Buyer have now agreed to enter into this Amendment Agreement (the “Amendment”)
wherein the Buyer would exercise certain portion of its options under the BTC Trading Contract. |
NOW
THEREFORE IT IS AGREED as follows:
1. DEFINITIONS
AND INTERPRETATION
1.1 Definitions
In
this Amendment:
“Business
Day”:means 9:00 a.m. to 5:00 p.m. on any day (other than a Saturday) on which banks in Hong Kong and U.S. are open for the
transaction of normal banking business.
“Company”:means
Next Technology Holding Inc.
“Completion”:means
completion of the sale and purchase of the BTC pursuant to Clause 2.
“Consideration”:means
the total consideration to be paid by the Buyer to the Seller for the BTC pursuant to Clause 2.
“Effective
Date”:means May 2nd, 2024.
“Encumbrances”: means
any mortgage, charge, pledge, lien, option, right of first refusal, right of pre-emotion, third party interest, priority or any other
encumbrance or security interest of any kind and of whatsoever nature over or in any property, assets or rights of whatsoever nature
and includes any agreement or obligation or grant for any of the same.
“Parties”:means
the parties to this Amendment and “Party” means any of them.
1.2 The
headings to the Clauses of this Amendment are for ease of reference only and shall be ignored in interpreting this Amendment.
1.3 Reference
to Clauses, Schedules and Recitals are references to clauses, schedules and recitals of this Amendment and all shall form part of this
Amendment.
1.4 Words
and expressions in the singular include the plural and vice verse and words importing a gender include every gender.
1.5 Reference
to person include any public body’s and any body of persons, corporate or unincorporated.
1.6 Reference
to ordinances, statutes, legislation or enactments shall be construed as a reference to such ordinances, statutes, legislation or enactments
as may be amended or re-enacted from time to time and for the time being in force.
1.7 All
warranties, representations, indemnities, covenants, agreements and obligations given or entered into by the Seller are given or entered
into jointly and severally by all of them.
1.8 Unless
a contrary indication appears in this Amendment, a term defined in the BTC Trading Contract has the same meaning in this Amendment.
1.9 Unless
a contrary indication appears in this Amendment, the principles of construction set out in the BTC Trading Contract shall have effect
as if set out in, and referring to, this Amendment.
2. AMENDMENT
With
effect on and from the date of the Effective Date, the BTC Trading Contract shall be amended as follows:
| (A) | Clause
2.3 shall be added to Article 2 the BTC Trading Contract: |
| | | 2.3 To exercise the
Buyer’s option under Clause 1.2, the Buyer has decided to purchase 5,000 BTC from the Seller under the lock-up price of
US$30,000 per BTC, as the Consideration shall be US$ 150,000,000 for 5,000 BTC. The Buyer and Seller have agreed that the payment
for the Consideration shall be made in the following manner: the Buyer will transfer 40,000,000 of its common stock plus 80,000,000
warrant shares to the Seller. The shareholding entity designated by the Seller for holding the above-mentioned common stocks and
warrants shall be listed below. (ScheduleⅡ) |
| (B) | Article
3 of the BTC Trading Contract shall be amended by deleting it in its entirety and replacing
it with the following: |
| | | 3.1 Party B is responsible
to ensure the safe and reliable delivery process of the virtual currency and provide to the commissioner of Party A with relevant
transaction records and certificates as proof of the transaction. |
| (C) | Article
4 of the BTC Trading Contract shall be amended by deleting it in its entirety and replacing
it with the following: |
| | | 4.1 The Seller guarantees
that the BTC being sold is lawful, free of encumbrance and does not infringe upon any third-party legal rights. The Seller agrees
indemnify and hold the Buyer harmless against any and all claims, demands, suits or other forms of liability arising out of the BTC
sold under this Amendment. |
| (D) | Article
7 of the BTC Trading Contract shall be amended by deleting it in its entirety and replacing
it with the following: |
| | | 7.1 Any dispute,
controversy, difference or claim arising out of or relating to this BTC Trading Contract and its Amendment, including the existence,
validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising
out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International
Arbitration Center (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The
law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall
be one. The arbitration proceedings shall be conducted in English. |
3. COSTS
AND EXPENSES
The
Seller and the Buyer shall pay for its own costs and expenses incidental to this Amendment.
4. SPECIFIC
PERFORMANCE
The
Parties agree that irreparable damage would occur if any provision of this Amendment were not performed in accordance with the terms
hereof and that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Amendment or to enforce specifically
the performance of the terms and provisions hereof in the courts of Hong Kong, in addition to any other remedy to which they are entitled
at law or equity. The Parties hereby waive, in any action for specific performance, the defence of adequacy of a remedy at law and the
posting of any bond or other security in connection there with. Without limitation the generality of the foregoing, the Parties agree
that the Buyer shall be entitled to specific performance against the Seller to cause any such entity to consummate the Completion of
the BTC purchase under this Amendment.
| The Buyer |
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The Seller |
| Next Technology Holding Inc. |
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| By: |
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By: |
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| Name: |
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Name: |
| Title: |
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Title: |
Schedule
I
BTC
Trading Contract
Date:
25nd September, 2023
Party
A (Buyer): WeTrade Group Inc.
Address:
109 E 17th Street, Cheyenne WY 82001-4543.
Party
B (Seller):
Address:
Whereas:
1.
Party A has the legal right to purchase virtual currency and possesses the necessary financial capacity.
2.
Party B legally owns the virtual currency and is willing to sell it to a qualified buyer.
3.
Both parties have reached a mutual agreement through friendly negotiations regarding the purchase and sale of the virtual currency.
Based
on the aforementioned premises, both parties, guided by principles of equality, voluntary consent, and good faith, have reached the following
agreement:
Article
1: Virtual Currency Transaction
1.1
Party B agrees to sell its owned virtual currency to Party A, and Party A agrees to purchase the Bitcoin ("BTC") sold by Party
B.
1.2
Type and Quantity of Virtual Currency:
-Type：Bitcoin
BTC
-Quantity:
6,000 BTC (Completed in batches of 12 months with 833 BTC in the first month)
Article
2: Transaction Price and Payment Method
2.1
Agreed Transaction Price: The agreed transaction price between the buyer and seller is 30,000/BTC, denominated in United States Dollars
(USD). The price is locked for a period of 12 months. The buyer has the right and option to purchase up to 6,000 BTC from the seller
within the 12-month validity period of the contract, at the locked price.
2.2
The buyer and seller agree to make payment in the following manner:
Party
A will make payment in the form of cash or stocks to Party B or a third-party account designated by Party B.
Article
3: Delivery of Virtual Currency
3.1:
Upon successful delivery of BTC from Party B to Party A and confirmation of accuracy by Party A, Party A shall issue the stocks to party
B or a third party designated by party B.When Party A issues shares to Party B or a third party designated by Party B, the shares issued
shall be subject to a lock-up for a period of 12 months upon confirmation by both parties, with the commencement date to be calculated
from the date on which Party B or a third party designated by Party B holds the corresponding shares.
3.2:
Party B shall ensure the safe and reliable delivery process of the virtual currency and provide relevant transaction records and certificates
as proof of the transaction.
Article
4: Risks and Liabilities
4.1
From the date of completion of the transaction, the risks associated with the virtual currency shall be borne by Party A.
4.2
Party B guarantees that the virtual currency being sold is lawful and does not infringe upon any third-party legal rights. If any issues
arise with the virtual currency provided by Party B, Party B shall bear the corresponding legal and compensation liabilities.
Article
5: Breach of Contract Liability
5.1
In the event that either party violates the provisions of this contract, they shall bear the corresponding breach of contract liability
and compensate the other party for any losses incurred as a result.
5.2
In the event of a breach by either party, the other party shall have the right to terminate this contract and demand the breaching
party to pay a penalty for the breach. The amount of corresponding breach is 10% of the total price of the BTC quantity of this
contract, i.e., $18,000,000 (6000BTC*30000$/BTC*10%=18,000,000$).
Article
6: Confidentiality Clause
6.1
Both parties shall maintain strict confidentiality regarding any business, technical, financial, or other information they become aware
of during the performance of this contract. Such information shall not be disclosed to any third party without the prior written consent
of the other party.
6.2
Without the written consent of the other party, neither party shall disclose, divulge, or use the confidential information of the other
party to any third party.
Article
7: Dispute Resolution
7.1
The interpretation, performance, and resolution of disputes of this contract shall be governed by the laws of New York, United States.
7.2
In the event of any dispute arising between the two parties during the performance of this contract, they shall seek an amicable resolution
through friendly negotiation. If a resolution cannot be reached through negotiation, the dispute shall be submitted to a competent court
for resolution.
Article
8: Other Provisions
8.1
This contract shall come into effect and be legally binding from the date of signing or sealing by the representatives of both parties.
8.2
This contract is made in duplicate, with each party holding one copy, and both copies have equal legal effect.
| Party A: WeTrade
Group Inc. |
Party B: |
Address: 109 E 17th Street, Cheyenne WY
82001-4543. |
Address: |
| |
|
| Signature/Seal |
Signature/Seal |
| |
|
| Title: CEO |
Title: Director |
| Date: 25th September,
2023 |
Date: 25th September,
2023 |
ScheduleⅡ
Schedule
of shareholding entity designated by the Seller
The
Buyer agrees to issue an aggregate of 40,000,000 shares common stock at $3.75 per share and 80,000,000 warrant shares for the acquisition
of 5,000 BTC.
| shareholding
entities |
shares
of common stock to issue |
warrant
shares in common stock purchase warrant |
| QUANTUMCORE
LIMITED |
8,700,000
|
17,400,000 |
| SYNAPSENET
LIMITED |
8,800,000
|
17,600,000 |
| CLOUDMIND
LIMITED |
3,800,000
|
7,600,000 |
| EVOLVETECH
LIMITED |
1,000,000
|
2,000,000 |
| INFITEX
LIMITED |
2,000,000
|
4,000,000 |
| INNOVEXA
LIMITED |
2,000,000
|
4,000,000 |
| SPECTRUMTECH
LIMITED |
2,000,000
|
4,000,000 |
| INNOVATRIX
LIMITED |
1,900,000
|
3,800,000 |
| NEURONIC
LIMITED |
2,000,000
|
4,000,000 |
| DIGIFORGE
LIMITED |
2,000,000
|
4,000,000 |
| CYPHERNET
LIMITED |
1,900,000
|
3,800,000 |
| PROTONTECH
LIMITED |
2,000,000
|
4,000,000 |
| LUMINATECH
LIMITED |
1,900,000
|
3,800,000 |
| TOTAL |
40,000,000 |
80,000,000 |
EXHIBIT
10.2
Bitcoin
Option Contract
Date:
May 2nd , 2024(the “Effective Date”)
Party
A (Buyer): Next Technology Holding Inc.
Party
B (Seller):
Whereas:
1.
Party A has the legal right to purchase virtual currency and possesses the necessary financial capacity.
2.
Party B legally owns the virtual currency and is willing to sell it to a qualified buyer.
3.
Both parties have reached a mutual agreement through friendly negotiations regarding the purchase and sale of the virtual currency.
Based
on the aforementioned premises, both parties, guided by principles of equality, voluntary consent, and good faith, have reached the following
agreement:
Article
1: Virtual Currency Transaction
1.1
Party B agrees to sell its owned virtual currency to Party A, and Party A agrees to purchase the Bitcoin ("BTC") sold by Party
B, pursuant to Article 2 of this Contract.
1.2
Type and Quantity of Virtual Currency:
-Type：Bitcoin
BTC
-Quantity：20,000
BTC
Article
2: Transaction Price and Payment Method
2.1
Agreed Transaction Price: The agreed transaction price between the buyer and seller is 60,000/BTC, denominated in United States Dollars
(USD). The price is locked for a period of 3years. The Buyer has the right and option to purchase up to 20,000 BTC from the seller within
the 3 years subsequent to the effective date (the “Option Period”) of this Contract, at the locked price.
2.2
The Buyer and Seller have agreed that payments can be made in the following manner:
The
Buyer can make payment in the form of cash or common stocks issued to the Seller or a third-party designated by the Seller.
2.3
Transactions can be divided into multiple batches during the Option Period, and each batch of transactions can be initiated at any time
based on mutual agreement. If both parties agree to make payment in cash regarding a particular batch of transactions, the Buyer shall
make a prepayment of no more than 10% of the purchase amount in advance.
Article
3: Delivery of Virtual Currency
The
Seller is responsible to ensure the safe and reliable delivery process of the virtual currency and provide to the commissioner of Party
A with relevant transaction records and certificates as proof of the delivery for the transaction.
Article
4: Risks and Liabilities
The
Seller guarantees that the BTC being sold is lawful, free of encumbrance and does not infringe upon any third-party legal rights. The
Seller agrees indemnify and hold the Buyer harmless against any and all claims, demands, suits or other forms of liability arising out
of the BTC sold.
Article
5: Breach of Contract Liability
5.1
In the event that either party violates the provisions of this contract, they shall bear the corresponding breach of contract liability
and compensate the other party for any losses incurred as a result.
5.2
In the event of a breach by either party, the other party shall have the right to terminate this contract and demand the breaching party
to pay a penalty for the breach.
Article
6: Confidentiality Clause
6.1
Both parties shall maintain strict confidentiality regarding any business, technical, financial, or other information they become aware
of during the performance of this contract. Such information shall not be disclosed to any third party without the prior written consent
of the other party.
6.2
Without the written consent of the other party, neither party shall disclose, divulge, or use the confidential information of the other
party to any third party.
Article
7: Dispute Resolution
Any
dispute, controversy, difference or claim arising out of or relating to this BTC Trading Contract and its Amendment, including the existence,
validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out
of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration
Center (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration
clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings
shall be conducted in English.
Article
8: Other Provisions
8.1
This contract shall come into effect and be legally binding from the date of signing or sealing by the representatives of both parties.
8.2
This contract is made in duplicate, with each party holding one copy, and both copies have equal legal effect.
| Party A: Next
Technology Holding Inc. |
Party B: |
| |
|
| |
|
| Signature/Seal |
Signature/Seal |
| |
|
| Title: CEO |
Title: Director |
| Date: May 2nd,
2024 |
Date: May 2nd,
2024 |
v3.24.1.u1
Cover
|
May 06, 2024 |
| Cover [Abstract] |
|
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
May 06, 2024
|
| Entity File Number |
001-41450
|
| Entity Registrant Name |
Next
Technology Holding Inc
|
| Entity Central Index Key |
0001784970
|
| Entity Tax Identification Number |
00-0000000
|
| Entity Incorporation, State or Country Code |
WY
|
| Entity Address, Address Line One |
Room
519, 05/F Block T3
|
| Entity Address, Address Line Two |
Qianhai
Premier Finance Centre Unit 2
|
| Entity Address, Address Line Three |
Guiwan
Area, Nanshan District
|
| Entity Address, City or Town |
Shenzhen
|
| Entity Address, Country |
CN
|
| Entity Address, Postal Zip Code |
518000
|
| City Area Code |
+852
|
| Local Phone Number |
52208810
|
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false
|
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false
|
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false
|
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false
|
| Title of 12(b) Security |
Common Stock
|
| Trading Symbol |
NXTT
|
| Security Exchange Name |
NASDAQ
|
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