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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 November 2020

 

Registration
No. 001-38208

 

Dragon
Victory International Limited

 

Hanshi
Tower 22nd Floor, No. 1786 Binsheng Road,
Binjiang District, Hangzhou, Zhejiang Province, China

(Address
of principal executive offices)

 

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

 

Form
20-F ☒ Form 40-F ☐

 

Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

Entry
Into Material Definitive Agreements

 

On November 17, 2020, Dragon Victory International
Limited (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”)
with YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”) for the sale and issuance to the
Investor of up to $1,500,000 of convertible debentures (“Debentures”), which shall be convertible into the Company’s
ordinary share, $0.0001 par value per share (“Ordinary Shares”), of which $500,000 shall be purchased upon the signing
Securities Purchase Agreement, $500,000 shall be purchased upon the filing of a registration statement with the SEC registering
the resale of the shares to be issued upon conversion of the Ordinary Shares (“Conversion Shares”) by the Investor
and satisfaction of other conditions, and $500,000 shall be purchased on or about the date the registration statement has first
been declared effective by the U.S. Securities and Exchange Commission (“SEC”).

 

The Debentures will mature twelve months from
their issuance and are convertible into ordinary shares of the Company. Interest shall accrue on the outstanding principal balance
hereof at an annual rate equal to 5%, which interest rate shall increase to an annual rate of 15% for so long as any event of default
remains uncured. Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed. The Company
has the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Debentures; provided that
(i) the trading price of the Ordinary Shares is less than the fixed conversion price ($2.69) and (ii) the Company provides the
holder of the Debentures with at least 10 business days’ prior written notice.

 

In connection with the Securities Purchase
Agreement, on November 17, 2020 the Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”)
with the Investor pursuant to which the Company agreed to prepare and file with the SEC a registration statement on Form F-1 or
Form F-3 covering the resale by the Investor of (i) the Conversion Shares, and (ii) the 50,000 ordinary shares issued to the Investor
as part of the transaction, within 21 days of the date of the Securities Purchase Agreement.

 

On November 20, 2020, the Company issued a
convertible debenture (the “First Debenture”) in the amount of $500,000 to the Investor.

 

The foregoing description
of the transaction does not purport to be complete and is qualified in its entirety by reference to the Securities Purchase Agreement,
First Debenture and the Registration Rights Agreement, which are attached hereto as Exhibits.

 

 

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.

 

  Dragon Victory International
Limited
Date: November 20, 2020  
  By:  /s/ Limin Liu
    Name:  Limin Liu
    Title: Chief Executive Officer

 

 

EXHIBIT
INDEX

 

 

 

3

 

Exhibit 10.1

 

SECURITIES PURCHASE
AGREEMENT

 

THIS SECURITIES PURCHASE AGREEMENT (this
Agreement”), dated as of November 17, 2020, is between DRAGON VICTORY INTERNATIONAL LIMITED, a company
incorporated under the laws of the Cayman Islands, with principal executive offices located at Hanshi Tower 22nd Floor,
No 1786 Binsheng Road, Binjiang District, Hangzhou, Zhejiang Province, China (the “Company”), and each of the
investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively the “Buyers”).

 

WITNESSETH

 

WHEREAS,
the Company and each Buyer desire to enter into this transaction for the Company to sell and the Buyers to purchase the Convertible
Debentures (as defined below) pursuant to an exemption from registration pursuant to Section 4(2) and/or Rule 506 of Regulation
D (“Regulation D”) as promulgated by the U.S. Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “Securities Act”);

 

WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the
Buyer(s), as provided herein, and the Buyer(s) shall purchase up to $1,500,000 of convertible debentures in the form attached hereto
as “Exhibit A” (the “Convertible Debentures”), which shall be convertible into the Company’s
ordinary share, $0.0001 par value per share (“Ordinary Stock” and the Ordinary Stock issued upon conversion
of the Convertible Debentures, the “Conversion Shares”), of which $500,000 shall be purchased upon the signing
this Agreement (the “First Closing”), $500,000 shall be purchased upon the filing of a Registration Statement
with the U.S. Securities and Exchange Commission registering the resale of the Conversion Shares by the Buyers and satisfaction
of other conditions (the “Second Closing”), and $500,000 shall be purchased on or about the date the Registration
Statement has first been declared effective by the SEC (the “Third Closing”) (individually referred to as a
Closing” collectively referred to as the “Closings”), in the respective amounts set forth
opposite each Buyer(s) name on Schedule I (the “Subscription Amount”) for a purchase price equal to 97% of the
Subscription Amount (the “Purchase Price”);

 

WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration
Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide certain
registration rights under the Securities Act and the rules and regulations promulgated there under, and applicable state securities
laws;

 

WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the Company is delivering Irrevocable Transfer Agent Instructions
(the “Irrevocable Transfer Agent Instructions”) to its transfer agent; and

 

WHEREAS,
the Convertible Debentures and the Conversion Shares are collectively referred to herein as the “Securities.”

 

 

AGREEMENT

 

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

 

1. PURCHASE AND SALE OF CONVERTIBLE DEBENTURES.

 

(a) Purchase
of Convertible Debentures
. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the
Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company at each
Closing Convertible Debentures with principal amount corresponding with the Subscription Amount set forth opposite each Buyer’s
name on the Schedule of Buyers attached as Schedule I hereto.

 

(b) Closing
Dates
. Each Closing of the purchase of Convertible Debentures by the Buyers shall occur at the offices Yorkville Advisors Global,
LP, 1012 Springfield Avenue, Mountainside, NJ 07092. The date and time of each Closing shall be as follows: (i) the First Closing
shall be 10:00 a.m., New York time, on the first Business Day on which the conditions to the Closing set forth in Sections 6 and
7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer) (the “First
Closing Date
”), (ii) the Second Closing shall be 10:00 a.m., New York time, by the third Business Day after the date
on which the Registration Statement is filed by the Company with the SEC, provided the conditions to the Closing set forth in Sections
6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer) (the “Second
Closing Date
”), and (iii) the Third Closing shall be 10:00 a.m., New York time, by the third Business Day after the Registration
Statement is first declared effective by the SEC, provided the conditions to the Closing set forth in Sections 6 and 7 below are
satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer) (the “Third Closing Date
and collectively referred to as the “Closing Dates”). As used herein “Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by
law to remain closed.

 

(c) Form
of Payment; Deliveries
. Subject to the satisfaction of the terms and conditions of this Agreement, on each Closing Date, (i)
the Buyers shall deliver to the Company such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer
at such Closing, minus the fees to be paid directly from the proceeds of such Closing as set forth herein, and (ii) the Company
shall deliver to each Buyer, Convertible Debentures which such Buyer is purchasing at such Closing with a principal amount corresponding
with the Subscription Amount set forth opposite each Buyer’s name on the Schedule of Buyers attached as Schedule I hereto,
duly executed on behalf of the Company.

 

(d) Maximum
Shares
. Notwithstanding anything in this Agreement to the contrary, the Company shall not issue any Ordinary Stock pursuant
to the transactions contemplated hereby or any other Transaction Documents (including the Conversion Shares) if the issuance of
such shares of Ordinary Stock would exceed the aggregate number of shares of Ordinary Stock that the Company may issue in this
transaction in compliance with the Company’s obligations under the rules or regulations of Nasdaq Stock Market LLC (the “Nasdaq”)
(the number of shares which may be issued without violating such rules and regulations is 2,283,136 (which is 19.99% of 11,421,393
outstanding shares of Ordinary Stock) and shall be referred to as the “Exchange Cap”), except that such limitation
shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules
of the Nasdaq for issuances of shares in excess of such amount or (B) obtains a written opinion from counsel to the Company that
such approval is not required, which opinion shall be reasonably satisfactory to the Buyers. The Exchange Cap shall be appropriately
adjusted for any stock dividend, stock split, reverse stock split or similar transaction.

 

 

2. BUYERS’ REPRESENTATIONS AND WARRANTIES.

 

Each Buyer, severally
and not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of each
Closing Date:

 

(a) Investment
Purpose
. The Buyer is acquiring the Securities for its own account for investment only and not with a view towards, or for
resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities
Act; provided, however, that by making the representations herein, such Buyer reserves the right to dispose of the Securities at
any time in accordance with or pursuant to an effective registration statement covering such Securities or an available exemption
under the Securities Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person
to distribute any of the Securities.

 

(b) Accredited
Investor Status
. The Buyer is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation
D.

 

(c) Reliance
on Exemptions
. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon
the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of such Buyer to acquire the Securities.

 

(d) Information.
The Buyer and its counsel, if any, have been furnished with all materials relating to the business, finances and operations of
the Company and information he deemed material to making an informed investment decision regarding his purchase of the Securities,
which have been requested by such Buyer. The Buyer and its counsel, if any, have been afforded the opportunity to ask questions
of the Company and its management. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or
its counsel, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely on the Company’s
representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves
a high degree of risk. The Buyer has sought such accounting, legal and tax advice, as it has considered necessary to make an informed
investment decision with respect to its acquisition of the Securities. The Buyer acknowledges and
agrees that the Company does not make or has not made any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 3.

 

 

(e) Transfer
or Resale
. The Buyer understands that: (i) the Securities have not been registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer
shall have delivered to the Company an opinion of counsel, in a generally acceptable form to the Company, to the effect that such
Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration
requirements, or (C) such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation
letters and an opinion of counsel) that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under
the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following
the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only
in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances
in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in
the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the
SEC thereunder.

 

(f) Legends.
The Buyer agrees to the imprinting, so long as its required by this Section 2(f), of a restrictive legend on the Securities in
substantially the following form:

 

THE SECURITIES REPRESENTED
BY THIS CERTIFICATE [AND THOSE SECURITIES INTO WHICH THEY ARE CONVERTIBLE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES [AND THOSE SECURITIES INTO WHICH THEY ARE CONVERTIBLE] HAVE
BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL DELIVERED TO THE COMPANY, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS

 

 

Certificates evidencing the Conversion
Shares shall not contain any legend (including the legend set forth above), (i) while a registration statement covering the
resale of such security is effective under the Securities Act, (ii) following any sale of such Conversion Shares pursuant to
Rule 144, (iii) if such Conversion Shares are eligible for sale under Rule 144, or (iv) if such legend is not required under
applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of
the SEC). The Buyer agrees that the removal of restrictive legend from certificates representing Securities as set forth in
this Section 3(f) is predicated upon the Company’s reliance that the Buyer will sell any Securities pursuant to either
the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an
exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be sold in compliance
with the plan of distribution set forth therein.

 

(g) Organization;
Authority
. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the
Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

 

(h) Authorization,
Enforcement
. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and shall
constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with its terms,
except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies.

 

(i) No Conflicts.
The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions
contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer, (ii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party
or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities
laws) applicable to such Buyer, except, in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations
which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of
such Buyer to perform its obligations hereunder.

 

(j) Certain
Trading Activities
. The Buyer has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding
with the Buyer, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as
defined below) involving the Company’s securities) during the period commencing as of the time that the Buyer first contacted the
Company or the Company’s agents regarding the specific investment in the Company contemplated by this Agreement and ending immediately
prior to the execution of this Agreement by such Buyer. The Buyer hereby agrees that it shall not directly or indirectly, engage
in any Short Sales involving the Company’s securities during the period commencing on the date hereof and ending when no
Convertible Debentures remain outstanding. “Short Sales” means all “short sales” as defined in Rule 200 promulgated
under Regulation SHO under the 1934 Act (as defined below). The Buyer is aware that Short Sales and other hedging activities may
be subject to applicable federal and state securities laws, rules and regulations and the Buyer acknowledges that the responsibility
of compliance with any such federal or state securities laws, rules and regulations is solely the responsibility of the Buyer.

 

 

(k) Trading
Information
. Upon the Company’s request, the Buyer agrees to provide the Company with trading reports setting forth the
number and average sales prices of Conversion Shares sold the Buyer during the prior trading week.

 

(l) Buyer’s
Status
. The Buyer represents and warrants that it is not (i) an officer or director of the Company or any of its Subsidiaries,
(ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively,
“Rule 144”)) of the Company or any of its Subsidiaries or (iii) a “beneficial owner” of more than 10% of
the Ordinary Shares (as defined for purposes of Rule 13d-3 of the 1934 Act). The Buyer further represents that it is not (nor any
affiliate of Buyer) acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity)
with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by Buyer or
any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and
thereby is merely incidental to such Buyer’s purchase of the Securities.

 

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

 

Except
as set forth under the corresponding section of the Disclosure Schedules which Disclosure Schedules shall be deemed a part hereof
and to qualify any representation or warranty otherwise made herein to the extent of such disclosure, the Company hereby makes
the representations and warranties set forth below to each Buyer:

 

(a) Organization
and Qualification
. The Company and each of its Subsidiaries are entities duly formed, validly existing and in good standing
under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties
and to carry on their business as now being conducted and as presently proposed to be conducted. The Company and each of its Subsidiaries
is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property
or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so
qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used
in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties,
assets, liabilities, operations (including results thereof), or condition (financial or otherwise) of the Company and its Subsidiaries,
taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements
or instruments to be entered into by the Company in connection herewith or therewith or (iii) the authority or ability of the Company
to perform any of its obligations under any of the Transaction Documents (as defined below). “Subsidiaries
means any Person in which the Company, directly or indirectly, owns a majority of the outstanding capital stock having voting power
or holds a majority of the equity or similar interest of such Person, and each of the foregoing, is individually referred to herein
as a “Subsidiary”.

 

 

(b) Authorization;
Enforcement; Validity
. The Company has the requisite power and authority to enter into and perform its obligations under this
Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The
execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Debentures,
the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Debentures), have
been duly authorized by the Company’s board of directors and no further filing, consent or authorization is required by the Company,
its board of directors or its shareholders or other governmental body. This Agreement has been, and the other Transaction Documents
to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes
the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms,
except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and
remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction
Documents
” means, collectively, this Agreement, the Registration Rights Agreement, the Convertible Debentures, and the
Irrevocable Transfer Agent Instructions.

 

(c) Issuance
of Securities
. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance with the terms
of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive
or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security
interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. Upon issuance
or conversion in accordance with the Convertible Debentures, the Conversion Shares, when issued, will be validly issued, fully
paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders
being entitled to all rights accorded to a shareholder of the Company.

 

(d) No
Conflicts
. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Debentures,
the Conversion Shares, and the reservation for issuance of the Conversion Shares) will not (i) result in a violation of the Memorandum
of Association (as defined below), Articles of Association (as defined below), certificate of formation, memorandum of association,
articles of association, bylaws or other organizational documents of the Company or any of its Subsidiaries, (ii) conflict with,
or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law,
rule, regulation, order, judgment or decree (including, without limitation, U.S. federal and state securities laws and regulations,
the securities laws of the jurisdictions of the Company’s incorporation or in which it or its subsidiaries operate and the rules
and regulations of the Nasdaq Capital Market (the “Principal Market”) applicable to the Company or any of its
Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case
of (ii) and (iii) for any conflict, default, right or violation that would not reasonably be expected to result in a Material Adverse
Effect.

 

 

(e) Consents.
The Company is not required to obtain any material consent from, authorization or order of, or make any filing or registration
with (other than any filings as may be required by any federal or state securities agencies and any filings as may be required
by the Principal Market), any Governmental Entity (as defined below) or any regulatory or self-regulatory agency or any other Person
in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each
case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the
Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be obtained or effected on
or prior to each Closing Date, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which
might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings
contemplated by the Transaction Documents. The Company is not in violation of the requirements of the Principal Market and has
no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Ordinary Shares in the
foreseeable future. “Governmental Entity” means any nation, state, county, city, town, village, district, or
other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental
authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal),
multi-national organization or body; or body exercising, or entitled to exercise, over the Company or any Subsidiary, any administrative,
executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the
foregoing, including any entity or enterprise owned or controlled by a government or a public international organization or any
of the foregoing.

 

(f) Independent
Evaluation
. The Company represents to each Buyer that the Company’s decision to enter into the Transaction Documents to which
it is a party has been based solely on the independent evaluation by the Company and its representatives. The Company further acknowledges
that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity)
with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer
or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and
thereby is merely incidental to such Buyer’s purchase of the Securities.

 

(g) No
Integrated Offering
. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf
has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would cause this offering of the Securities to require approval of shareholders of the Company under any applicable shareholder
approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system
on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their
affiliates nor any Person acting on their behalf will take any action or steps that would cause the offering of any of the Securities
to be integrated with other offerings of securities of the Company.

 

 

(h) Dilutive
Effect
. The Company understands and acknowledges that the number of Conversion Shares will increase in certain circumstances.
The Company further acknowledges its obligation to issue the Conversion Shares upon conversion of the Convertible Debentures in
accordance with this Agreement and the Convertible Debentures is, absolute and unconditional regardless of the dilutive effect
that such issuance may have on the ownership interests of othershareholders of the Company.

 

(i) Application
of Takeover Protections; Rights Agreement
. The Company and its board of directors have taken all necessary action, if any,
in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including,
without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision
under the Memorandum of Association, Articles of Association or other organizational documents or the laws of the jurisdiction
of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated
by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities.

 

(j) SEC
Documents; Financial Statements
. During the two (2) years prior to the date hereof, the Company has timely filed all reports,
schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed
prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto
and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of
their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules
and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they
were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all
material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto
as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting
principles (”GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated
in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may
exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position
of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in
the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the
aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon
facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued
by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for
by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of
the Buyers which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to
this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make
the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently
contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the
independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”),
nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial
Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations
of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate
any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

 

 

(k) Absence of
Certain Changes
. Since the date of the Company’s most recent audited financial statements contained in a Form 20-F,
there has been no Material Adverse Effect, nor any event or occurrence specifically affecting the Company or its Subsidiaries
that would be reasonably expected to result in a Material Adverse Effect. Since the date of the Company’s most recent
audited financial statements contained in a Form 20-F, neither the Company nor any of its Subsidiaries has (i) declared or
paid any dividends, (ii) sold any material assets, individually or in the aggregate, outside of the ordinary course of
business or (iii) made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of
business. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or
statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or
any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary
bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so.

 

(l) No
Undisclosed Events, Liabilities, Developments or Circumstances
. No event, liability, development or circumstance has occurred
or exists, or is reasonably expected to exist or occur specific to the Company, any of its Subsidiaries or any of their respective
businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that
has not been publicly disclosed and would reasonably be expected to have a Material Adverse Effect.

 

(m) Conduct
of Business; Regulatory Permits
. Neither the Company nor any of its Subsidiaries is in violation of any term under its Memorandum
of Association, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the
Company or any of its Subsidiaries or Articles of Association or their organizational charter, certificate of formation, memorandum
of association, articles of association, Memorandum of Association or certificate of incorporation or bylaws, respectively. Neither
the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation
applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business
in violation of any of the foregoing, except in all cases for violations which would not reasonably be expected to have a Material
Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations
or requirements of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting
or suspension of the Ordinary Stock by the Principal Market in the foreseeable future. During the one year prior to the date hereof,
(i) the Ordinary Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Stock
has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral,
from the SEC or the Principal Market regarding the suspension or delisting of the Ordinary Stock from the Principal Market, which
has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits
issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to
possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating
to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment,
injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries
is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice
of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct
of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate,
which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

 

 

(n) Foreign
Corrupt Practices
. Neither the Company nor any of its Subsidiaries nor any director, officer, agent, employee, nor any other
person acting for or on behalf of the Company or any of its Subsidiaries (individually and collectively, a “Company Affiliate”)
have violated the U.S. Foreign Corrupt Practices Act (the “FCPA) or any other applicable anti-bribery or anti- corruption
laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given,
promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official
capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually
and collectively, a “Government Official”) or to any person under circumstances where such Company Affiliate
knew that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any
Government Official, for the purpose, in violation of applicable law, of: (i) (A) influencing any act or decision of such Government
Official in his/her official capacity, (B) inducing such Government Official to do or omit to do any act in violation of his/her
lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official to influence or affect any act or decision
of any Governmental Entity, or (ii) assisting the Company or its Subsidiaries in obtaining or retaining business for or with, or
directing business to, the Company or its Subsidiaries.

 

(o)
Equity Capitalization.

 

(i) Authorized
and Outstanding Capital Stock
. As of the date hereof, the Company has authority to issue 500,000,000 Ordinary Shares, of which
11,421,393 are issued and outstanding.

 

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

 

(iii) Existing
Securities; Obligations
. Except as disclosed in the SEC Documents: (A) none of the Company’s or any
Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens
suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or
exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or
contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound
to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip,
rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible
into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries;
(C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the
sale of any of their securities under the 1933 Act (except pursuant to this Agreement); (D) there are no outstanding
securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and
there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may
become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments
containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (G) neither the
Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any
similar plan or agreement.

 

(iv) Organizational
Documents
. The Company has furnished to the Buyers or filed on EDGAR true, correct and complete copies of the Company’s Memorandum
of Association, as amended and as in effect on the date hereof (the “Memorandum of Association”), and the Company’s
Articles of Association, as amended and as in effect on the date hereof (the “Articles of Association”).

 

 

(p) Litigation.
Except as disclosed in the SEC Documents, there is no action, suit, arbitration, proceeding, inquiry or investigation before or
by the Principal Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to
the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, or any of the Company’s or
its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, which
would reasonably be expected to result in a Material Adverse Effect. After reasonable inquiry of its employees, the Company is
not aware of any event which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or
other proceeding. Without limitation of the foregoing, there has not been, and to the knowledge of the Company, there is not pending
or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director
or officer of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is the subject of any order,
writ, judgment, injunction, decree, determination or award of any Governmental Entity that would reasonably be expected to result
in a Material Adverse Effect.

 

(q) Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company
and its Subsidiaries are engaged. In accordance with the previous sentence, the Company currently maintains no insurance policies.
Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for, and neither the Company
nor any such Subsidiary has any reason to believe that it will be unable to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that
would not have a Material Adverse Effect.

 

(r) Manipulation
of Price
. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no authorized Person acting
on their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation
of the price of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities,
(ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed
to pay to any Person any compensation for soliciting another to purchase any other securities of the Company or any of its Subsidiaries.

 

(s) Shell
Company Status
. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

 

(t) Money
Laundering
. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act
of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, the
laws, regulations and Executive Orders and sanctions programs (“Sanctions Programs”) administered by the U.S.
Office of Foreign Assets Control (“OFAC”), including, without limitation, (i) Executive Order 13224 of September
23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism” (66 Fed. Reg. 49079 (2001)); and any regulations contained in 31 CFR, Subtitle B, Chapter V.

 

 

(u) Disclosure.
The Company confirms that neither it nor any other authorized Person acting on its behalf has provided any of the Buyers or their
agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information
concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement
and the other Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations
in effecting transactions in securities of the Company. All disclosures provided to the Buyers regarding the Company and its Subsidiaries,
their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf
of the Company or any of its Subsidiaries, taken as a whole, were true and correct and do not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of the
Company or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement and the other Transaction Documents,
taken as a whole, were true and correct in all material respects as of the date on which such information was so provided and did
not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
made therein, in the light of the circumstances under which they were made, not misleading. No event or circumstance has occurred
or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities,
operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation,
requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed.
All financial projections and forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries and made
available to the Buyers have been prepared in good faith based upon reasonable assumptions and represented, at the time each such
financial projection or forecast was delivered to each Buyer, the Company’s best estimate of future financial performance (it being
recognized that such financial projections or forecasts are not to be viewed as facts and that the actual results during the period
or periods covered by any such financial projections or forecasts may differ from the projected or forecasted results). The Company
acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 2.

 

(v) No
General Solicitation
. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection
with the offer or sale of the Securities.

 

(w) Private
Placement
. Assuming the accuracy of the Buyers’ representations and warranties set forth in Section 2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Buyers as contemplated hereby.
The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Primary Market.

 

 

 

(a) Reporting
Status
. For the period beginning on the date hereof, and ending six (6) months after the date on which all the Convertible
Debentures are no longer outstanding (the “Reporting Period”), the Company shall use its commercially reasonable
efforts to file on a timely basis all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall
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 no longer require or otherwise permit such termination.

 

(b) Use
of Proceeds
. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated
herein to repay any loans to any executives or employees of the Company. Neither the Company nor any Subsidiary will knowingly
use the proceeds of the transactions contemplated herein, or lend, contribute, facilitate or otherwise make available such proceeds
to any Person (i) to fund, either directly or indirectly, any activities or business of or with any Person that is identified on
the list of Specially Designated Nationals and Blocker Persons maintained by OFAC, or in any country or territory, that, at the
time of such funding, is, or whose government is, the subject of Sanctions Programs, or (ii) in any other manner that will result
in a violation of Sanctions Programs.

 

(c) Listing.
To the extent applicable, the Company shall promptly secure the listing or designation for quotation (as the case may be) of all
of the Underlying Securities (as defined below) upon each national securities exchange and automated quotation system, if any,
upon which the Ordinary Shares is then listed or designated for quotation (as the case may be, each an “Eligible Market”),
subject to official notice of issuance, and shall use reasonable efforts to maintain such listing or designation for quotation
(as the case may be) of all Underlying Securities from time to time issuable under the terms of the Transaction Documents on such
Eligible Market for the Reporting Period. Neither the Company nor any of its Subsidiaries shall take any action which could be
reasonably expected to result in the delisting or suspension of the Ordinary Shares on an Eligible Market during the Reporting
Period. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(c). “Underlying
Securities
” means the (i) the Conversion Shares, and (ii) any shares of Ordinary Shares of the Company issued or issuable
with respect to the Conversion Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares Ordinary Stock are
converted or exchanged without regard to any limitations on conversion of the Convertible Debentures.

 

(d) Fees.
The Company shall issue to YA II PN, Ltd. as the lead Buyer (the “YA II PN”), 50,000 shares of Ordinary Stock
(the “Commitment Shares”) as commitment fee. The Commitment Shares shall be issuable to YA II PN at the First
Closing. The Company shall pay to YA Global II SPV, LLC, an affiliate of the lead Buyer (the “Subsidiary Fund”)
a one-time structuring and due diligence fee in the amount of $15,000 (“Structuring Fee”), of which $5,000 was
previously received. The unpaid balance of time structuring and due diligence fee shall be deducted from the gross proceeds of
the First Closing and paid to the Subsidiary Fund. The Company authorizes YA II PN to deduct the balance pf the Structuring Fee
from the gross process of the purchase of any Convertible Debentures.

 

(e) Pledge
of Securities
. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that,
subject to compliance with applicable federal and state securities laws, the Securities may be pledged by a Buyer in connection
with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The Company hereby
agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge
of the Securities to such pledgee by a Buyer.

 

(f) Disclosure
of Transactions and Other Material Information
. On or before 9:30 a.m., New York time, on the second Business Day after the
date of this Agreement, the Company shall file a report of Foreign Private Issuer on Form 6-K describing all the material terms
of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material
Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) (including all attachments,
the “Current Report”). From and after the filing of the Current Report, the Company shall have disclosed all
material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their
respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.
In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality
or similar obligations with respect to the transactions contemplated by the Transaction Documents under any agreement, whether
written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees
or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall
not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and
agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from
and after the date hereof without first obtaining the express prior written consent of such Buyer (which may be granted or withheld
in such Buyer’s sole discretion).

 

(g) Reservation
of Shares
. So long as any of the Convertible Debentures remain outstanding, the Company shall take all action necessary to
at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the number of Ordinary Shares issuable
upon conversion of all Convertible Debentures then outstanding (assuming for purposes hereof that (x) the Convertible Debentures
are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations
on the conversion of the Convertible Debentures, including the Floor Price) (the “Required Reserve Amount”);
provided that at no time shall the number of Ordinary Shares reserved pursuant to this Section 4(g) be reduced other than proportionally
in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of Ordinary Shares authorized
and reserved for issuance is not sufficient to meet the Required Reserved Amount, the Company will promptly take all corporate
action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting
of shareholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the
case of an insufficient number of authorized shares, recommending that shareholders vote in favor of an increase in such authorized
number of shares sufficient to meet the Required Reserved Amount.

 

 

(h) Conduct
of Business
. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or
regulation of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually
or in the aggregate, in a Material Adverse Effect.

 

(i) Shareholder
Approval. If at any time the maximum number of Ordinary Shares issuable upon the full conversion of all the Convertible Debentures
issuable hereunder (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the applicable Conversion
Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible
Debentures) exceeds the Exchange Cap (an “Exchange Cap Breach”), the Company shall call and hold a special meeting
of its shareholders within 45 days of the occurrence of the Exchange Cap Breach seeking approval of its shareholders as required
by the applicable rules of the Nasdaq for issuances of shares in excess of the Exchange Cap.

 

(j) From the date
hereof until all the Convertible Debentures have been repaid, unless the holders of at least 75% in principal amount of the
then outstanding Convertible Debentures shall have given prior written consent, the Company shall not, and shall not permit
any of its subsidiaries (whether or not a subsidiary on the date hereof) to, directly or indirectly (i) other than Permitted
Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any
kind, including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter
acquired or any interest therein or any income or profits therefrom, (ii) other than Permitted Liens, enter into, create,
incur, assume or suffer to exist any lien, security interest, option or other charge or encumbrance (each, a
Lien”) of any kind, on or with respect to any of its property or assets now owned or hereafter acquired
or any interest therein or any income or profits therefrom, (iii) amend its charter documents, including, without limitation,
its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the holders of
the Convertible Debentures, (iv) make any payments in respect of any related party debt, or (v) enter into, or drawdown on
any variable rate equity financing facility (including in particular the issuance of any shares of Ordinary Stock at a
variable price or any securities for which the conversion price or exercise price is variable, such as equity lines)
(“Variable Rate Instrument”). “Permitted Indebtedness” shall mean: (i) indebtedness
evidenced by the Convertible Debentures; (ii) indebtedness incurred solely for the purpose of financing the acquisition or
lease of any equipment, including capital lease obligations with no recourse other than to such equipment; (iv) indebtedness
(A) the repayment of which has been subordinated to the payment of the Convertible Debentures, including with regard to
interest payments and repayment of principal, (B) which does not mature or otherwise require or permit redemption or
repayment prior to or on the 91st day after the maturity date of any Convertible Debentures then outstanding; and (C) which
is not secured by any assets of the Company or its subsidiaries; (v) indebtedness associated with acquiring new intellectual
property assets and licenses, so long as the proceeds are going to the party(ies) from which the Company is acquiring the
assets, licenses, and other properties and (vi) any indebtedness (other than the indebtedness set out in (i) – (v)
above) incurred after the date hereof, provided that such indebtedness does not exceed $20,000 at any given time.
Permitted Liens” shall mean (1) any security interest, if any, granted to the Buyers to secure the
obligations under the Convertible Debentures, (2) any prior security interest granted to the Buyers, (3) existing Liens
disclosed by the Company on a Disclosure Schedule attached hereto; (4) inchoate Liens for taxes, assessments or governmental
charges or levies not yet due, as to which the grace period, if any, related thereto has not yet expired, or being contested
in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (5)
Liens of carriers, materialmen, warehousemen, mechanics and landlords and other similar Liens which secure amounts which are
not yet overdue by more than 60 days or which are being contested in good faith by appropriate proceedings for which adequate
reserves have been established in accordance with GAAP; (6) licenses, sublicenses, leases or subleases granted to other
persons not materially interfering with the conduct of the business of the Company; (7) Liens securing capitalized lease
obligations and purchase money indebtedness incurred solely for the purpose of financing an acquisition or lease; (8)
easements, rights-of- way, restrictions, encroachments, municipal zoning ordinances and other similar charges or
encumbrances, and minor title deficiencies, in each case not securing debt and not materially interfering with the conduct of
the business of the Company and not materially detracting from the value of the property subject thereto; (9) Liens arising
out of the existence of judgments or awards which judgments or awards do not constitute an Event of Default; (10) Liens
incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance, pension
liabilities and social security benefits and Liens securing the performance of bids, tenders, leases and contracts in the
ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature
(other than appeal bonds) incurred in the ordinary course of business (exclusive of obligations in respect of the payment for
borrowed money); (11) Liens in favor of a banking institution arising by operation of law encumbering deposits (including the
right of set-off) and contractual set-off rights held by such banking institution and which are within the general parameters
customary in the banking industry and only burdening deposit accounts or other funds maintained with a creditor depository
institution; (12) usual and customary set-off rights in leases and other contracts; (13) escrows in connection with
acquisitions and dispositions and (14) royalties and other rights to revenue derived from the sale of the Company’s
products that are granted in the ordinary course of business.

 

 

5. REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND.

 

(a) Register.
The Company shall maintain at its principal executive offices or with the Transfer Agent (or at such other office or agency of
the Company as it may designate by notice to each holder of Securities), a register for the Convertible Debentures in which the
Company shall record the name and address of the Person in whose name the Convertible Debentures have been issued (including the
name and address of each transferee), the amount of Convertible Debentures held by such Person, and the number of Conversion Shares
issuable upon conversion of the Convertible Debentures held by such Person. The Company shall keep the register open and available
at all times, upon prior written notice and during business hours for inspection of any Buyer or its legal representatives.

 

(b) Transfer
Restrictions
. The Securities may only be disposed of in compliance with state and federal securities laws. In connection with
any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate
of a Buyer or in connection with a pledge as contemplated herein, the Company may require the transferor thereof to provide to
the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of
which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of
such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to
be bound by the terms of this Agreement and shall have the rights and obligations of a Buyer under this Agreement.

 

6. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

 

The
obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the
satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company’s
sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice
thereof:

 

(a) Such
Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

 

(b) Such
Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts
withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer
of immediately available funds in accordance with the Closing Statement.

 

(c) The
representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as
of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied
with by such Buyer at or prior to such Closing Date.

 

 

7. CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE.

 

The obligation of each
Buyer hereunder to purchase its Convertible Debentures at each Closing is subject to the satisfaction, at or before each Closing
Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by
such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:

 

(a)
The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and
the Company shall have duly executed and delivered to such Buyer a Convertible Debenture with a principal amount
corresponding to the Subscription Amount set forth opposite such Buyer’s name on Schedule of Buyers attached as
Schedule I for the Closing.

 

(b) Such
Buyer shall have received the reasonable opinion of counsel to the Company, dated as of the First Closing Date, in the form reasonably
acceptable to such Buyer.

 

(c) The
Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company as of a
date within ten (10) days of the Closing Date.

 

(d) Each
and every representation and warranty of the Company shall be true and correct in all material respects (other than representations
and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of each
Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date,
which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects
with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to
each Closing Date, as set forth in section 3 and 4.

 

(e) The
Ordinary Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have
been suspended, as of each Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension
by the SEC or the Principal Market have been threatened, as of each Closing Date, either (I) in writing by the SEC or the Principal
Market or (II) by falling below the minimum maintenance requirements of the Principal Market.

 

(f) The
Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale
of the Securities, including without limitation, those required by the Principal Market, if any.

 

(g) No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Transaction Documents.

 

(h) Since
the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably
be expected to result in a Material Adverse Effect.

 

(i) The
Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion
Shares, if applicable.

 

 

(j) Such
Buyer shall have received a letter, duly executed by an officer of the Company, setting forth the wire amounts of each Buyer and
the wire transfer instructions of the Company (the “Closing Statement”).

 

(k) From
the date hereof to the applicable Closing Date, (i) trading in the Ordinary Shares of Ordinary Stock shall not have been suspended
by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension
shall be terminated prior to the Closing), (ii) the closing price of the Ordinary Shares during each of the five (5) consecutive
Trading Days immediately prior to the applicable Closing Date shall be at least 120% of the Floor Price (as defined in the Convertible
Debentures), and (iii) at any time prior to the applicable Closing Date, trading in securities generally as reported by Bloomberg
L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are
reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national
or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in
each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.

 

(l) The
Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the
transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

 

(m) Solely
with respect to the Second Closing, the Company shall have filed the Registration Statement with the SEC in accordance with the
rules and regulations for the filing thereof.

 

(n) No
Exchange Cap Breach shall have occurred, unless shareholder approval to exceed the Exchange Cap shall have been obtained.

 

(o) Solely
with respect to the Third Closing, the Registration Statement shall be effective.

 

 

In the
event that the First Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such
Buyer shall have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the
close of business on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate
this Agreement under this Section 8 shall not be available to such Buyer if the failure of the transactions contemplated by this
Agreement to have been consummated by such date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment
of the sale and purchase of the Convertible Debentures shall be applicable only to such Buyer providing such written notice, provided
further that no such termination shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the
expenses described herein. Nothing contained in this Section 8 shall be deemed to release any party from any liability for any
breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of
any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

 

 

 

(a) Governing
Law; Jurisdiction; Jury Trial
. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York. The Company and each Buyer hereby irrevocably submit to the exclusive
jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any
dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated
hereby or thereby, and hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that either
is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at
the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. Nothing contained herein shall be deemed or operate to preclude any party from bringing suit or taking other
legal action against the other party in any other jurisdiction to collect on the other party’s obligations to such party or to
enforce a judgment or other court ruling in favor of such party. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE
TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT
OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR
THEREBY.

 

(b) Counterparts.
This Agreement may be executed in one or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that
any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an
executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such signature page were an original thereof.

 

(c) Headings;
Gender
. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine,
feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”
and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision
in which they are found.

 

 

(d) Entire
Agreement, Amendments
. This Agreement supersedes all other prior or contemporaneous oral or written agreements between the
Buyer, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this
Agreement and the instruments referenced herein contain 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 the Company nor any Buyer makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than
by an instrument in writing signed by the party to be charged with enforcement.

 

(e) Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing by letter and email and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered
personally or (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each
case, properly addressed to the party to receive the same and (B) receipt, when sent by electronic mail. The addresses and e-mail
addresses for such communications shall be:

 

If to the Company, to: DRAGON VICTORY INTERNATIONAL LIMITED
 

Hanshi Tower 22nd Floor, No. 1786 Binsheng Road,
Binjiang District,
Hangzhou, Zhejiang Province

Peoples Republic of China

Telephone: +86 137-3814-6896

Attention:
Amanda Yang

E-Mail: yangy@dvintinc.com

   
With Copy to:

Hunter Taubman Fischer & Li LLC

800 Third Avenue,
Suite 2800

New York, NY 10022

Attention: Ying Li, Esq.

Telephone:
212 530-2206

Email: yli@htflawyers.com

 

If to a Buyer, to its address and e-mail address
set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers,

 

 

With copy to:

David Fine, Esq.

c/o Yorkville Advisors Global,

LP 1012 Springfield Avenue

Mountainside, NJ 07092

Email: legal@yorkvilleadvisors.com

 

or to such other address,
e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each
other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s e- mail service provider containing
the time, date, recipient e-mail address or (C) provided by an overnight courier service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above,
respectively

 

(f) Successors
and Assigns
. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns, including any purchasers of any of the Convertible Debentures (but excluding any purchasers of Underlying Securities,
unless pursuant to a written assignment by such Buyer). The Company shall not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Buyers. In connection with any transfer of any or all of its Securities, a Buyer
may assign all, or a portion, of its rights and obligations hereunder in connection with such Securities without the consent of
the Company, but with written notice to the Company, in which event such assignee shall be deemed to be a Buyer hereunder with
respect to such transferred Securities.

 

(g)
Indemnification.

 

(i) In
consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in
addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify
and hold harmless each Buyer and all of their stockholders, partners, members, officers, directors, employees and any of the foregoing
Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) (collectively, the “Buyer Indemnitees”) from and against any and all third party claims,
actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith,
and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any
Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any express representation
or warranty made by the Company in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of
the Company or any Subsidiary contained in any of the Transaction Documents. To the extent that the foregoing undertaking by the
Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of
each of the Indemnified Liabilities which is permissible under applicable law.

 

(ii) In
consideration of the Company’s execution and delivery of the Transaction Documents and issuing the Securities thereunder and in
addition to all of the Buyers’ other obligations under the Transaction Documents, each Buyer, individually and not jointly, shall
defend, protect, indemnify and hold harmless the Company and its shareholders officers, directors, employees and any of the foregoing
Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities
incurred by any Company Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any
express representation or warranty made by a Buyer in any of the Transaction Documents, (ii) any breach of any covenant, agreement
or obligation of a Buyer contained in any of the Transaction Documents. To the extent that the foregoing undertaking by a Buyer
may be unenforceable for any reason, such Buyer shall make the maximum contribution to the payment and satisfaction of each of
the Company Indemnified Liabilities which is permissible under applicable law.

 

(iii) Promptly
after receipt by an Indemnitee under this Section 9(g) of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is
to be made against the indemnifying party under this Section 9(g), deliver to the indemnifying party a written notice of the commencement
thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires,
to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Indemnitee;
provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees and expenses of such counsel
to be paid by the indemnifying party if: (A) the indemnifying party has agreed in writing to pay such fees and expenses; (B) the
indemnifying party shall have failed promptly to assume the defense of such Indemnified Liability and to employ counsel reasonably
satisfactory to such Indemnitee in any such Indemnified Liability; or (C) the named parties to any such Indemnified Liability (including
any impleaded parties) include both such Indemnitee and the indemnifying party, and such Indemnitee shall have been advised by
counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnitee and the Company (in
which case, if such Indemnitee notifies the indemnifying party in writing that it elects to employ separate counsel at the expense
of the Company, then the indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at
the expense of the indemnifying party), provided further, that in the case of clause (C) above the indemnifying party shall not
be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for the Indemnitees. The Indemnitee
shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action or Indemnified
Liability by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnitee
which relates to such action or Indemnified Liability. The indemnifying party shall keep the Indemnitee reasonably apprised at
all times as to the status of the defense or any settlement negotiations with respect thereto. The indemnifying party shall not
be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. The indemnifying party shall not,
without the prior written consent of the Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release
from all liability in respect to such Indemnified Liability or litigation, and such settlement shall not include any admission
as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the indemnifying party shall be
subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for
which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action shall not relieve the Company of any liability to the Indemnitee under this Section 9(g), except
to the extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action.

 

 

(iv) The
indemnification required by this Section 9(g) shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, within ten (10) days after bills supporting the Indemnified Liabilities are received by the indemnifying
party.

 

(v) The
indemnity agreement contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee against
the indemnifying party or others, and (B) any liabilities the indemnifying party may be subject to pursuant to the law.

 

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

 

[REMAINDER PAGE INTENTIONALLY LEFT BLANK]

 

 

IN
WITNESS WHEREOF
, each Buyer and the Company have caused their respective signature page to this Securities Purchase
Agreement to be duly executed as of the date first written above.

 

  COMPANY:
   
  DRAGON VICTORY INTERNATIONAL LIMITED
   
  By: /s/ Liu Limin
  Name: Liu Limin
  Title: CEO & Chairman of the Board

  

 

IN
WITNESS WHEREOF
, each Buyer and the Company have caused their respective signature page to this Securities Purchase
Agreement to be duly executed as of the date first written above.

 

  BUYER:
   
  YA II PN, LTD.
   
  By: Yorkville Advisors Global, LP
  Its: Investment Manager
     
  By: Yorkville Advisors Global II, LLC
  Its: General Partner
   
  By: /s/ David Gonzalez
  Name:  David Gonzalez
  Title: Managing Member
    General Counsel

 

 

EXHIBIT A

 

FORM OF CONVERTIBLE
DEBENTURES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE OF BUYERS

 

Buyer       Subscription
Amount
    Purchase
Price
 
YA II PN, Ltd.                    
1012 Springfield Avenue   First Closing   $ 500,000     $ 485,000  
Mountainside, NJ 07092   Second Closing   $ 500,000     $ 485,000  
Facsimile: (201) 985-8266   Third Closing   $ 500,000     $ 485,000  
Email: Legal@yorkvilleadvisors.com                    
    Aggregate:   $ 1,500,000     $ 1,455,000  

 

Legal Representative’s Address and Facsimile Number    
David Fine, Esq.      
1012 Springfield Avenue      
Mountainside, NJ 07092      
Facsimile: (201) 985-8266      
Email: Legal@yorkvilleadvisors.com      

 

 

 

Exhibit 10.2

 

REGISTRATION
RIGHTS AGREEMENT

 

THIS
REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of November 17, 2020, by and among DRAGON
VICTORY INTERNATIONAL LIMITED
, a company formed and existing under the laws of Cayman Islands (the
Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the
Investor”).

 

WHEREAS:

 

A.
In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities
Purchase Agreement
”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell to the Investor up to $1,500,000 of convertible debentures (the “Convertible Debentures”),
which shall be convertible into the Company’s Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares”)
(as converted, the “Conversion Shares”). Capitalized terms not defined herein shall have the meaning ascribed
to them in the Securities Purchase Agreement.

 

B.
To induce the Investors to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute
(collectively, the “Securities Act”), and applicable state securities laws and other rights as provided for
herein.

 

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

 

1.
DEFINITIONS.

 

As
used in this Agreement, the following terms shall have the following meanings:

 

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

 

(b)
Filing Deadline means, with respect to a Registration Statement required hereunder, 21 days from the date hereof.

 

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

 

 

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

 

(e)
Registrable Securities” means all of (i) the Ordinary Shares issuable upon conversion of the Convertible Debentures,
(ii) Ordinary Shares issuable in connection with any anti-dilution provisions of the Convertible Debentures (without giving effect
to any limitations on exercise set forth in the Convertible Debentures), (iii) any Ordinary Shares issued or issuable with respect
to the Conversion Shares as a result of any stock split, dividend or other distribution, recapitalization or similar event or
otherwise (in each case without giving effect to any limitations on exercise set forth in the Convertible Debentures), and (iv)
the Commitment Shares (as defined in the Securities Purchase Agreement).

 

(f)
Registration Statement” means a registration statement required to be filed hereunder, including (in each
case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such
registration statement.

 

(g)
Required Registration Amount” means (i) with respect to the initial Registration Statement at least 1,050,000
Ordinary Shares issued or to be issued upon conversion of the Convertible Debentures and the Commitment Shares, and (ii) with
respect to subsequent Registration Statements at least such number of Ordinary Shares as the number of Registrable Securities
not covered under the initial Registration Statement), in each case subject to any cutback set forth in Section 2(d).

 

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

 

(i)
Trading Day” shall have the meaning set forth in the Convertible Debentures.

 

 

2.
REGISTRATION.

 

(a)
The Company’s registration obligations set forth in this Section 2 including its obligations to file one or more
Registration Statements, obtain effectiveness of such Registration Statements, and maintain the continuous effectiveness of
such Registration Statements that have been declared effective shall begin on the date hereof and continue until all the
Registrable Securities have been sold or may permanently be sold without any restrictions pursuant to Rule 144, as determined
by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the
Company’s transfer agent and the affected Holders (the “Registration Period”).

 

(b)
Subject to the terms and conditions of this Agreement, the Company shall, on or prior to the Filing Deadline, prepare and file
with the SEC a Registration Statement on Form F-1 or Form F-3 covering the resale by the Investor of Registrable Securities. Each
Registration Statement prepared pursuant hereto shall register for resale at least the number of Ordinary Shares equal to the
Required Registration Amount as of date the Registration Statement is initially filed with the SEC. Each Registration Statement
shall contain the “Selling Shareholders” and “Plan of Distribution”. The Company shall use
its commercially reasonable efforts to have each Registration Statement declared effective by the SEC as soon as practicable,
but in no event later than the Effectiveness Deadline. Within two days following the date of effectiveness,, the Company shall
file with the SEC in accordance with Rule 424 under the 1933 Act the final Prospectus to be used in connection with sales pursuant
to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft
of the Registration Statement to the Investor for their review and comment in accordance with the procedures set forth in Section
3(a) hereof. The Investor shall furnish comments (if any) on the Registration Statement to the Company within twenty-four (24)
hours of the receipt thereof from the Company.

 

(c)
During the Registration Period the Company shall (i) promptly prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to each Registration Statement and Prospectus used in connection with a
Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be
necessary to keep each such Registration Statement effective at all times during the applicable times in the Registration
Period, (ii) prepare and file with the SEC additional Registration Statements in order to register for resale under the
Securities Act all of the Registrable Securities (to the extent not previously covered by a Registration Statement filed and
declared effective in the applicable times in the Registration Period)); (iii) cause the Prospectus for each Registration
Statement filed and declared effective in the applicable times in the Registration Period to be amended or supplemented by
any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed
pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the SEC with respect to a
Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investors true and
complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may
excise any information contained therein which would constitute material non-public information as to any Investor which has
not executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities of the Company covered by each effective Registration Statement
until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and
supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this
Section 2(c)) by reason of the Company’s filing a report on Form 20-F, or Form 6-K or any analogous report under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall incorporate such
report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC
on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or
supplement the Registration Statement.

 

 

(d)
Reduction of Registrable Securities Included in a Registration Statement. Notwithstanding anything contained herein, in
the event that the SEC requires the Company to reduce the number of Registrable Securities to be included in a Registration Statement
in order to allow the Company to rely on Rule 415 with respect to a Registration Statement, then the Company shall be obligated
to include in such Registration Statement (which may be a subsequent Registration Statement if the Company needs to withdraw a
Registration Statement and refile a new Registration Statement in order to rely on Rule 415) only such limited portion of the
Registrable Securities as the SEC shall permit. Any Registrable Securities that are excluded in accordance with the foregoing
terms are hereinafter referred to as “Cut Back Securities.” To the extent Cut Back Securities exist, as soon
as may be permitted by the SEC, the Company shall be required to file a Registration Statement covering the resale of the Cut
Back Securities (subject also to the terms of this Section) and shall use best efforts to cause such Registration Statement to
be declared effective as promptly as practicable thereafter.

 

3.
RELATED OBLIGATIONS.

 

(a)
The Company shall, not less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one
(1) Trading Day prior to the filing of any related amendments and supplements to all Registration Statements (except for annual
reports on Form 20-F), furnish to each Investor copies of all such documents proposed to be filed, which documents (other than
those incorporated or deemed to be incorporated by reference) will be subject to the reasonable and prompt review of such Investors.
The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the
Investors shall reasonably object in good faith; provided that, the Company is notified of such objection in writing no
later than two (2) Trading Days after the Investors have been so furnished copies of such document.

 

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

 

 

(c)
As promptly as practicable after becoming aware of such event or development, the Company shall notify each Investor in writing
of the happening of any event as a result of which the Prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall
such notice contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to each Investor. The
Company shall also promptly notify each Investor in writing (i) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification
of such effectiveness shall be delivered to each Investor by facsimile on the same day of such effectiveness), (ii) of any request
by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of
the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.

 

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

 

(e)
If, after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably
be deemed to be an underwriter of Registrable Securities, at the request of any Investor, the Company shall furnish to such Investor,
on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may
reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and
substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering,
and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in
form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investors. Upon the request
of the documents discussed above pursuant to this Section 3(e), the Investor shall provide documents to the Company typically
provided by an underwriter of its securities in form, scope and substance as is customarily given in an underwritten public offering,
including an opinion of counsel representing the Investor for purposes of such Registration Statement, addressed to the Company.

 

 

(f)
If, after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably
be deemed to be an underwriter of Registrable Securities, at the request of any Investor, the Company shall make available for
inspection by (i) any Investor and (ii) one (1) firm of accountants or other agents retained by the Investors (collectively, the
Inspectors”) all pertinent financial and other records, and pertinent corporate documents and properties of
the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause
the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request; provided,
however, that each Inspector shall agree, and each Investor hereby agrees, to hold in strict confidence and shall not make any
disclosure (except to an Investor) or use any Record or other information which the Company determines in good faith to be confidential,
and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in any Registration Statement or is otherwise required under the Securities Act, (b) the release
of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent
jurisdiction, or (c) the information in such Records has been made generally available to the public other than by disclosure
in violation of this or any other agreement of which the Inspector and the Investor has knowledge. Each Investor agrees that it
shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction
or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action
to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.

 

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

 

(h)
The Company shall either cause all the Registrable Securities covered by a Registration Statement (i) to be listed on each securities
exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such exchange or (ii) to be included for quotation on the Nasdaq Capital
Markets for such Registrable Securities.

 

 

(i)
The Company shall cooperate with each Investor who holds Registrable Securities being offered and, to the extent applicable,
to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the
Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such
denominations or amounts, as the case may be, as the Investors may reasonably request and registered in such names as the
Investors may request. The Company shall pay all fees and expenses in connection with satisfying its obligation under this
Section 3(i).

 

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

 

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

 

(l)
Within two (2) business days after a Registration Statement which covers Registrable Securities is declared effective by the SEC,
the Company shall deliver to the transfer agent for such Registrable Securities (with copies to the Investor whose Registrable
Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective
by the SEC in the form attached hereto as Exhibit A.

 

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

 

4. OBLIGATIONS
OF THE INVESTORS
.

 

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

 

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

 

5. EXPENSES
OF REGISTRATION
.

 

All
expenses incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without
limitation, all registration, listing and qualifications fees, printers, legal and accounting fees, except (i) legal fees of Investor’s
counsel associated with the review of the Registration Statement and any comment letters issued by the SEC relating to such Registration
Statement or (ii) fees incurred by any Inspectors associated with their review of Records as contemplated in Section 3(f), shall
be paid by the Company.

 

 

6. INDEMNIFICATION.

 

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

 

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

 

 

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

 

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

 

 

(d)
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred.

 

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

 

7. CONTRIBUTION.

 

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

 

8. REPORTS
UNDER THE EXCHANGE ACT
.

 

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

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

 

 

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

 

(c)
The Company shall furnish to the Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written
statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual
report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be
reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

 

9. AMENDMENT
OF REGISTRATION RIGHTS
.

 

Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company and Investors who then hold at least two-thirds
(2/3) of the Registrable Securities. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon
each Investor and the Company. No such amendment shall be effective to the extent that it applies to fewer than all of the holders
of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification
of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

 

10. MISCELLANEOUS.

 

(a)
A Person is deemed to be a holder of Registrable Securities whenever such Person owns such Registrable Securities. If the Company
receives conflicting instructions, notices or elections from two (2) or more Persons with respect to the same Registrable Securities,
the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable
Securities.

 

(b) Piggy-Back
Registrations
. If at any time there is not an effective Registration Statement covering all of the Registrable Securities
and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own
account or the account of others under the Securities Act of its Ordinary Shares, other than on Form S-4 or Form S-8 (each as
promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in
connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or
other employee benefit plans, then the Company shall send to each Investor a written notice of such determination and, if
within fifteen (15) days after the date of such notice, any such Investor shall so request in writing, the Company shall
include in such registration statement all or any part of such Registrable Securities such Investor requests to be
registered; provided, however, that, the Company shall not be required to register any Registrable Securities
pursuant to this Section 10(b) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act or that
are the subject of a then effective Registration Statement.

 

 

(c)
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when
sent by email (provided confirmation of transmission is electronically generated and kept on file by the sending party); or (iii)
one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to
the party to receive the same. The addresses and email for such communications shall be:

 

If
to the Company, to:
DRAGON
VICTORY INTERNATIONAL LIMITED
 

Hanshi
Tower 22nd Floor, No. 1786 Binsheng Road, Binjiang

District,
Hangzhou, Zhejiang Province

Peoples
Republic of China

Telephone:
+86 137-3814-6896

Attention:
Amanda Yang

E-Mail:
yangy@dvintinc.com

 

With
Copy to:

 

Hunter
Taubman Fisher & Li LLC

800
Third Avenue, Suite 2800

New
York NY 10022

Attention:
Ying Li, Esq.

Telephone:
(202) 347-9090

Email:
yli@htflawyers.com

 

If
to the Investor(s):

 

YA
II PN, Ltd.

  1012
Springfield Avenue
  Mountainside,
NJ 07092
  Attention: Mark
Angelo
    Portfolio
Manager
  Telephone: (201)
985-8300
  Email:
mangelo@yorkvilleadvisors.com

 

With
a Copy (which shall not Constitute notice or delivery of process) to:

David
Fine, Esq.
 

1012
Springfield Avenue

  Mountainside,
NJ 07092
  Telephone: (201)
985-8300
  Email: legal@yorkvilleadvisors.com

 

or
to such other address and/or email and/or to the attention of such other person as the recipient party has specified by written
notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A)
given by the recipient of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s
email service provider containing the time, date, and recipient email or (C) provided by a courier or overnight courier service
shall be rebuttable evidence of personal service, receipt by e-mail or receipt from a nationally recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.

 

 

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

 

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

 

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

 

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

 

 

(h)
This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto as an attachment
to an email of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

 

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

 

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

 

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

 

[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

 

 

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

 

  COMPANY:
   
  Dragon
Victory International Limited
   
  By: /s/ Liu Limin
  Name:  Liu Limin
  Title: CEO & Chairman of the Board
   
  INVESTOR:
   
  YA II PN, Ltd.
   
  By: Yorkville Advisors Global, LP
  Its: Investment Manager
     
    By: Yorkville Advisors Global II, LLC
    Its: General Partner
     
    By: /s/ David Gonzalez
    Name:  David Gonzalez
    Title: Managing Member &
General Counsel

 

 

EXHIBIT A

 

FORM OF NOTICE OF
EFFECTIVENESS
OF REGISTRATION STATEMENT

  

Attention:

 

Re: DRAGON VICTORY INTERNATIONAL LIMITED

 

Ladies and Gentlemen:

 

We
are U.S. securities counsel to DRAGON VICTORY INTERNATIONAL LIMITED, a Cayman Islands company (the
Company”), and have represented the Company in connection with that certain Securities Purchase Agreement
(the “Securities Purchase Agreement”) entered into by and between the Company and the Investor named
therein (the “Investor”) pursuant to which the Company issued to the Investor up to $1,500,000 of
convertible debentures (the “Convertible Debentures”), which are convertible into the Company’s
ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) (as converted, the
Conversion Shares”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a
Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which
the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights
Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the
Company’s obligations under the Registration Rights Agreement, on
                         
,
the Company filed a Registration Statement on Form                           (File
No. 333-                                  )
(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
relating to the Registrable Securities which names each of the Investors as a selling shareholder thereunder.

 

In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has
entered an order declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on
[ENTER DATE OF EFFECTIVENESS] and to our knowledge based solely on a review of the portion of the SEC website pertaining
to stop orders available at http://www.sec.gov/litigation/stoporders.shtml, no stop order suspending its effectiveness has been
issued and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement.

 

  Very truly yours,
   
  [Law Firm]
   
  By:                   

 

cc: [LIST NAMES OF INVESTORS]

 

 

 

 

 

Exhibit 10.3

 

THE
SECURITIES REPRESENTED BY THIS CERTIFICATE (AND THE ORDINARY SHARES ISSUABLE PURSUANT TO SUCH SECURITIES) HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND NEITHER THESE SECURITIES NOR THE ORDINARY
SHARES ISSUABLE PURSUANT THERETO MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED TO ANY PERSON OTHER THAN THE ISSUER OF
THESE SECURITIES IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR APPLICABLE
STATE SECURITIES LAWS, OR PURSUANT TO AN APPLICABLE EXEMPTION THEREUNDER, AS EVIDENCED BY AN OPINION OF COUNSEL, IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS; PROVIDED THAT SUCH OPINION
OF COUNSEL SHALL NOT BE REQUIRED IN THE CASE OF A RESALE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (“RULE 144”)
IF SUCH RESALE IS NOT MADE BY AN “AFFILIATE” (WITHIN THE MEANING OF RULE 144) OF THE ISSUER OF THESE SECURITIES.

 

DRAGON
VICTORY INTERNATIONAL LIMITED

 

CONVERTIBLE
DEBENTURE

 

Principal
Amount: $500,000

Debenture
Issuance Date: November
20 , 2020

Debenture Number: LYL-1

 

FOR
VALUE RECEIVED,
DRAGON VICTORY INTERNATIONAL LIMITED, a Cayman Islands corporation (the “Company”),
hereby promises to pay to the order of YA II PN, Ltd., or its registered assigns (the “Holder”) the amount
set out above as the Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or
otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration,
redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”)
on any outstanding Principal at the applicable Interest Rate from the date set out above as the Debenture Issuance Date (the
Issuance Date”) until the same becomes due and payable, whether upon an Interest Date (as defined below),
the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
This Convertible Debenture (including all debentures issued in exchange, transfer or replacement hereof, this
Debenture”) was originally issued pursuant to the Securities Purchase Agreement dated November 17, 2020, as
amended (the “Securities Purchase Agreement”) between the Company and YA II PN, Ltd. Certain capitalized
terms used herein are defined in Section (14).

 

 

(1)
GENERAL TERMS

 

(a)
Maturity Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding
Principal, accrued and unpaid Interest, and any other amounts outstanding pursuant to the terms of this Debenture. The “Maturity
Date
” shall be November 20 , 2021, as may be at the option of the Holder. Other than as specifically permitted
by this Debenture, the Company may not prepay or redeem any portion of the outstanding Principal and accrued and unpaid Interest

 

(b)
Interest Rate and Payment of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate
equal to 5% (“Interest Rate”), which Interest Rate shall increase to an annual rate of 15% for so long as any
Event of Default remains uncured. Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed,
to the extent permitted by applicable law.

 

(c)
Triggering Event. If, any time after the Issuance Date, and from time to time thereafter, the daily VWAP is less than the
Floor Price for a period of 5 consecutive Trading Days (each such occurrence, a “Triggering Event”), then the
Interest Rate shall increase to an annual rate of 15%. The Interest Rate shall return to the rate set forth in Clause 1(b) if
any time after a Triggering Event the daily VWAP is greater than the Floor Price for a period of 5 consecutive Trading Days, unless
a subsequent Triggering Event occurs.

 

(2)
Early Redemption. The Company shall have the right, but not the obligation, to redeem (“Optional Redemption”)
early a portion or all amounts outstanding under this Debenture as described in this Section; provided that (i) the trading
price of the Ordinary Shares is less than the Fixed Conversion Price and (ii) the Company provides the Holder with at least 10
Business Days’ prior written notice (each, a “Redemption Notice”) of its desire to exercise an Optional
Redemption on the date fixed for early redemption in such notice (“Redemption Date”). Each Redemption Notice
shall be irrevocable and shall specify the outstanding balance of the Convertible Debenture to be redeemed and the applicable
Redemption Premium. The “Redemption Amount” shall be equal to the outstanding Principal balance being redeemed
by the Company, plus the applicable Redemption Premium, plus all accrued and unpaid interest. After receipt of the Redemption
Notice, the Holder shall have until the Trading Day prior to the Redemption Date to elect to convert all or any portion of Convertible
Debentures. On the Redemption Date, the Company shall deliver to the Holder the Redemption Amount with respect to the Principal
amount redeemed after giving effect to conversions effected during such period.

 

(3)
EVENTS OF DEFAULT.

 

(a)
An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and
whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental body):

 

(i)
the Company’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Debenture
within five (5) Business Days after such payment is due;

 

 

(ii)
The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any
subsidiary of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor
thereto, or the Company or any subsidiary of the Company commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Company or any subsidiary of the Company or there is commenced against the
Company or any subsidiary of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a
period of sixty-one 61 days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt; or any
order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the
Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial
part of its property which continues undischarged or unstayed for a period of sixty-one (61) days; or the Company or any
subsidiary of the Company makes a general assignment for the benefit of creditors; or the Company or any subsidiary of the
Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they
become due; or the Company or any subsidiary of the Company shall by any act or failure to act expressly indicate its consent
to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any
subsidiary of the Company for the purpose of effecting any of the foregoing;

 

(iii)
The Company or any subsidiary of the Company shall default in any of its obligations under any other debenture or any mortgage,
credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued,
or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or
factoring arrangement of the Company or any subsidiary of the Company in an amount exceeding $100,000, whether such indebtedness
now exists or shall hereafter be created and such default is not cured within five (5) Business Days;

 

(iv)
The Ordinary Shares shall cease to be quoted or listed for trading, as applicable, on any Primary Market for a period of 10 consecutive
Trading Days;

 

(v)
The Company or any subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section (14))
unless in connection with such Change of Control Transaction this Debenture is retired;

 

(vi)
the Company’s (A) failure to cure a Conversion Failure by delivery of (I) the required number of Ordinary Shares (II) or the Buy-In
Price within five (5) Business Days after the applicable Conversion Failure or (B) notice, written or oral, to the Holder, including
by way of public announcement, at any time, of its intention not to comply with a request for conversion of this Debentures into
Ordinary Shares, other than pursuant to Section (5)(d);

 

(vii)
The Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within five (5)
Business Days after such payment is due;

 

 

(viii)
The Company shall fail to observe or perform any other material covenant, agreement or warranty contained in, or otherwise commit
any material breach or default of any provision of this Debenture (except as may be covered by Section (3)(a)(i) through (3)(a)(viii)
hereof) or any Transaction Document (as defined in Section (14)) which is not cured within the time prescribed.

 

(ix)
any Event of Default (as defined in the Other Debentures) occurs with respect to any Other Debentures.

 

(b)
During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred and is continuing, the
full unpaid Principal amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date
of acceleration shall become at the Holder’s election, immediately due and payable in cash. Furthermore, in addition to any other
remedies, the Holder shall have the right (but not the obligation) to convert this Debenture (subject to the beneficial ownership
limitations set out in Section (4)(c)) at any time after (x) an Event of Default (provided that such Event of Default is continuing)
or (y) the Maturity Date at the Conversion Price. The Holder need not provide and the Company hereby waives any presentment, demand,
protest or other notice of any kind, (other than required notice of conversion) and the Holder may immediately enforce any and
all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be
rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent
Event of Default or impair any right consequent thereon.

 

(4)
CONVERSION OF DEBENTURE. This Debenture shall be convertible into the Company’s Ordinary Shares on the terms and conditions
set forth in this Section (4).

 

(a) Conversion
Right
. Subject to the provisions of Section (4)(c), at any time or times on or after the Issuance Date, the Holder shall
be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and
nonassessable Ordinary Shares in accordance with Section (4)(b), at the Conversion Rate (as defined below). Upon each
conversion and upon receipt of the appropriate notice from the Holder as set forth in Section (4)(b)(i) herein, the Company
shall issue the applicable Ordinary Shares to the Holder. The number of Ordinary Shares issuable upon conversion of any
Conversion Amount pursuant to this Section (4)(a) shall be determined by dividing (x) such Conversion Amount by (y) the
Conversion Price (the “Conversion Rate”). No fraction of an Ordinary share will be delivered upon any
conversion. All calculations under this Section (4) shall be rounded to the nearest $0.0001. If the issuance would result in
the issuance of a fraction of an Ordinary Share, the Company shall round such fraction of a share up to the nearest whole
share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance
and delivery of shares upon conversion of any Conversion Amount.

 

(i)
Conversion Amount” means the portion of the Principal and accrued Interest to be converted, redeemed or otherwise
with respect to which this determination is being made.

 

 

(ii)
Conversion Price” means, as of any Conversion Date (as defined below) or other date of determination the lower
of (i) $2.69 (the “Fixed Conversion Price”), or (ii) 88% of the lowest daily VWAP during the 10 consecutive
Trading Days immediately preceding the Conversion Date or other date of determination (the “Variable Conversion Price”),
but not lower than the Floor Price. The Conversion Price shall be adjusted from time to time pursuant to the other terms and conditions
of this Debenture.

 

(b)
Mechanics of Conversion.

 

(i)
Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”),
the Holder shall (A) transmit by email, for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed
notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company
and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for
delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture
in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion
Notice, Instrument of Transfer, and Letter of Transmittal (the “Share Delivery Date”), the Company shall cause
the issuance of the underlying Ordinary Shares and (X) if legends are not required to be placed on the shares certificates and
provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities
Transfer Program, instruct the Depositary Bank to credit such aggregate number of Ordinary Shares to which the Holder shall be
entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal and Custodian system or (Y)
if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, instruct the Transfer Agent
to deliver to the address as specified in the Conversion Notice, a share certificate, registered in the name of the Holder or
its designee, for the number of Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive
legends unless required pursuant to rules and regulations of the Commission. If this Debenture is physically surrendered for conversion
and the outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount being converted,
then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture
and at its own expense, issue and deliver to the holder a new Debenture representing the outstanding Principal not converted.
The Person or Persons entitled to receive Ordinary Shares issuable upon a conversion of this Debenture shall be treated for all
purposes as the record holder or holders of such Ordinary Shares upon the transmission of a Conversion Notice.

 

(ii)
Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy of a
Conversion Notice the Company shall fail to issue the underlying Ordinary Shares and cause the issuance and deliver a share certificate
to the Holder or credit the Holder’s balance account with DTC for the number of Ordinary Shares to which the Holder is entitled
upon such holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading
Day the Holder purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by
the Holder Ordinary Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”),
then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay
cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions) for the Ordinary
Shares so purchased (the Buy-In Price), at which point the Company’s obligation to deliver such
certificate (and to issue such Ordinary Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder
a certificate or certificates representing such Ordinary Shares and pay cash to the Holder in an amount equal to the excess (if
any) of the Buy-In Price over the product of (A) such number of Ordinary Shares, times (B) the Closing Bid Price on the Conversion
Date.

 

  

(iii)
Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture
in accordance with the terms hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless
(A) the full Conversion Amount represented by this Debenture is being converted or (B) the Holder has provided the Company with
prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Debenture upon physical
surrender of this Debenture. The Holder and the Company shall maintain records showing the Principal and Interest converted and
the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not
to require physical surrender of this Debenture upon partial conversion.

 

(c)
Limitations on Conversions.

 

(i)
Beneficial Ownership. The Holder shall not have the right to convert any portion of this Debenture or otherwise receive
Ordinary Shares hereunder to the extent that after giving effect to such conversion or receipt of such Ordinary Shares, the Holder,
together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act
and the rules promulgated thereunder) in excess of 4.99% of the number of Ordinary Shares outstanding immediately after giving
effect to such conversion. Since the Holder will not be obligated to report to the Company the number of Ordinary Shares it may
hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of Ordinary Shares representing
beneficial ownership in excess of 4.99% of the then outstanding Ordinary Shares without regard to any other Ordinary Shares which
may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine
whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder
determines that the limitation contained in this Section applies, the determination of which portion of the Principal amount of
this Debenture is convertible shall be the responsibility and obligation of the Holder, provided however, upon the request of
the Company, the Holder shall report its holdings in Ordinary Shares to the Company. If the Holder has delivered a Conversion
Notice for a Principal amount of this Debenture that would result in the issuance in excess of the permitted amount hereunder,
the Company shall notify the Holder of this fact and shall honor the conversion for the maximum Principal amount permitted to
be converted on such Conversion Date in accordance with Section 3(a) and any Principal amount tendered for conversion in excess
of the permitted amount hereunder shall remain outstanding under this Debenture. The Holder (but only as to itself and not to
any other Holder) may elect to increase the beneficial ownership limitation set forth herein from 4.99% to 9.99% upon not less
than 65 days prior written notice to the Company.

 

(ii)
Principal Market Limitation. Notwithstanding anything in this Agreement to the contrary, the Company shall not issue any
Ordinary Shares pursuant to the transactions contemplated hereby or any other Transaction Documents if the issuance of such Ordinary
Shares would exceed the aggregate number of Ordinary Shares that the Company may issue in this transaction in compliance with
the Company’s obligations under the rules or regulations of Nasdaq Stock Market LLC (the “Nasdaq”) (the
number of shares which may be issued without violating such rules and regulations is 2,283,136 (which is 19.99% of 1,421,393 outstanding
Ordinary Shares) and shall be referred to as the “Exchange Cap”), except that such limitation shall not apply
in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Nasdaq for
issuances of shares in excess of such amount or (B) obtains a written opinion from counsel to the Company that such approval is
not required, which opinion shall be reasonably satisfactory to the Buyers. The Exchange Cap shall be appropriately adjusted for
any stock dividend, stock split, reverse stock split or similar transaction.

 

 

(iii) Sales
Limitations
. The Holder shall not sell such number of Ordinary Shares in any calendar month (being the 1st of
the month through the last day of the same month) that would result in gross proceeds received by the Holder in excess of the
greater of (a) 30% of the dollar trading volume of the Ordinary Shares during such calendar month, of (b) $500,000. This
limitation shall not apply (i) at any time after the occurrence of an Event of Default, and (ii) with respect to any sales of
Ordinary Shares at prices greater than or equal to the Fixed Conversion Price. This limitation may be waived with the written
consent of the Company.

 

(d)
Other Provisions.

 

(i)
The Company shall at all times reserve and keep available out of its authorized Ordinary Shares the full number of Ordinary Shares
issuable upon conversion of all outstanding amounts under this Debenture; and within three (3) Business Days following the receipt
by the Company of a Holder’s notice that such minimum number of Underlying Shares is not so reserved, the Company shall promptly
reserve a sufficient number of shares to comply with such requirement.

 

(ii)
All calculations under this Section (4) shall be rounded to the nearest $0.0001 or whole share.

 

(iii)
Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section (3) herein
for the Company’s failure to deliver certificates representing shares upon conversion within the period specified herein
and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security.
The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof
or under applicable law.

 

(5)
Adjustments to Conversion Price

 

(a)
Adjustment of Conversion Price upon Issuance of Ordinary Shares. If the Company, at any time while this Debenture is outstanding,
issues or sells any Ordinary Shares or Convertible Securities, for a consideration per share (the “New Issuance Price”)
less than a price equal to the Fixed Conversion Price in effect immediately prior to such issue or sale (such price the “Applicable
Price
”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance the Fixed
Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For the purposes hereof, if the
Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one Ordinary Share is
issuable upon such conversion or exchange or exercise thereof is less than the Applicable Price, then such Ordinary Share shall
be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible
Securities for such price per share. No further adjustment of the Conversion Price shall be made upon the actual issuance of such
Ordinary Shares upon conversion or exchange or exercise of such Convertible Securities.

 

  

(b)
Adjustment of Conversion Price upon Subdivision or Combination of Ordinary Shares. If the Company, at any time while this
Debenture is outstanding, shall (a) pay a stock dividend or otherwise make a distribution or distributions on its Ordinary Shares
or any other equity or equity equivalent securities payable in shares which results in an increase in the number of outstanding
Ordinary Shares, (b) subdivide its outstanding shares of Ordinary Shares into a larger number of Ordinary Shares, (c) combine
(including by way of reverse share split) outstanding Ordinary Shares into a smaller number of Ordinary Shares, or (d) issue additional
Ordinary Shares by reclassification of Ordinary Shares or any shares of capital stock of the Company, then each of the Fixed Conversion
Price and the Floor Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding
treasury shares, if any) outstanding before such event and of which the denominator shall be the number of Ordinary Shares outstanding
after such event (c) of this Section. Any adjustment made pursuant to this Section 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.

 

(c)
Other Events. If any event occurs of the type contemplated by the provisions of this Section (5) but not expressly provided
for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other
rights with equity features), then the Company’s Board of Directors will make an appropriate adjustment in the Conversion Price
so as to protect the rights of the Holder under this Debenture; If the Company issues any Convertible Securities with a variable
conversion formula that is more favorable than this Debenture, then at the option of the Holder, the Variable Conversion Price
formula shall be changed to match that of the new Convertible Securities.

 

(d)
Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of any Fundamental Transaction pursuant to which holders of Ordinary Shares are entitled to receive securities or other assets
with respect to or in exchange for Ordinary Shares (a “Corporate Event”), the Company shall make appropriate
provision to ensure that the Holder will thereafter have the right to receive upon a conversion of this Debenture, at the Holder’s
option, (i) in addition to the Ordinary Shares receivable upon such conversion, such securities or other assets to which the Holder
would have been entitled with respect to such Ordinary Shares had such shares been held by the Holder upon the consummation of
such Corporate Event (without taking into account any limitations or restrictions on the convertibility of this Debenture) or
(ii) in lieu of the Ordinary Shares otherwise receivable upon such conversion, such securities or other assets received by the
holders of Ordinary Shares in connection with the consummation of such Corporate Event in such amounts as the Holder would have
been entitled to receive had this Debenture initially been issued with conversion rights for the form of such consideration (as
opposed to the Ordinary Shares) at a conversion rate for such consideration commensurate with the Conversion Rate. Provision made
pursuant to the preceding sentence shall be in a form and substance satisfactory to the Required Holders. The provisions of this
Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations
on the conversion or redemption of this Debenture.

 

 

(e)
Whenever the Conversion Price is adjusted pursuant to Section (5) hereof, the Company shall promptly mail to the Holder a notice
setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

 

(6)
REISSUANCE OF THIS DEBENTURE.

 

(a)
Transfer. If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the
Company will forthwith issue and deliver upon the order of the Holder a new Debenture (in accordance with Section (6)(d)), registered
in the name of the registered transferee or assignee, representing the outstanding Principal being transferred by the Holder (along
with any accrued and unpaid interest thereof) and, if less than the entire outstanding Principal is being transferred, a new Debenture
(in accordance with Section (6)(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and
any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of Section (4)(b)(iii)
following conversion or redemption of any portion of this Debenture, the outstanding Principal represented by this Debenture may
be less than the Principal stated on the face of this Debenture.

 

(b)
Lost, Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company reasonably satisfactory to the Company and, in the case of mutilation, upon surrender
and cancellation of this Debenture, the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section
(6)(d)) representing the outstanding Principal.

 

(c)
Debenture Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder
at the principal office of the Company, for a new Debenture or Debentures (in accordance with Section (6)(d)) representing in
the aggregate the outstanding Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding
Principal as is designated by the Holder at the time of such surrender.

 

(d)
Issuance of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture,
such new Debenture (i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new
Debenture, the Principal remaining outstanding (or in the case of a new Debenture being issued pursuant to Section (6)(a) or Section
(6)(c), the Principal designated by the Holder which, when added to the Principal represented by the other new Debentures issued
in connection with such issuance, does not exceed the Principal remaining outstanding under this Debenture immediately prior to
such issuance of new Debentures), (iii) shall have an issuance date, as indicated on the face of such new Debenture, which is
the same as the Issuance Date of this Debenture, (iv) shall have the same rights and conditions as this Debenture, and (v) shall
represent accrued and unpaid Interest from the Issuance Date.

 

  

(7)
NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof
must be in writing by letter and email and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when
delivered personally or (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified,
in each case, properly addressed to the party to receive the same and (B) receipt, when sent by electronic mail. The addresses
and e-mail addresses for such communications shall be:

 

If
to the Company, to:
DRAGON
VICTORY INTERNATIONAL LIMITED
  Hanshi
Tower 22nd Floor, No. 1786 Binsheng Road, Binjiang
  District,
Hangzhou, Zhejiang Province
  Peoples
Republic of China
  Telephone:
+86 137-3814-6896
   
  Telephone:
+86 137-3814-6896
  Attention:
Amanda Yang
  Email:
yangy@dvintinc.com
   
  Hunter
Taubman Fischer & Li LLC
With
Copy to:
800
Third Avenue, Suite 2800
  New
York, NY 10022
  Attention:
Ying Li, Esq. Telephone: (202) 530-2206
  Email:
yli@htflawyers.com
   
If
to the Holder:
YA
II PN, Ltd
  c/o
Yorkville Advisors Global, LLC
  1012
Springfield Avenue
  Mountainside,
NJ 07092
  Attention:
Mark Angelo
  Telephone:
201-985-8300
  Email:
Legal@yorkvilleadvisors.com

 

or
at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written
notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt
(i) given by the recipient of such notice, consent, waiver or other communication, (ii) electronically generated by the sender’s
email service provider containing the time, date, recipient email address or (iii) provided by a nationally recognized overnight
delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized
overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

 

 

(8)
Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company,
which are absolute and unconditional, to pay the Principal of, interest and other charges (if any) on, this Debenture at the
time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct obligation of the Company.
As long as this Debenture is outstanding, the Company shall not and shall cause their subsidiaries not to, without the
consent of the Holder, (i) amend its certificate of incorporation, bylaws or other charter documents so as to adversely
affect any rights of the Holder; or (ii) repay, repurchase or offer to repay, repurchase or otherwise acquire its Ordinary
Shares or other equity securities; or (iii) enter into any agreement with respect to any of the foregoing.

 

(9)
This Debenture shall not entitle the Holder to any of the rights of a shareholder of the Company, including without limitation,
the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of shareholders
or any other proceedings of the Company.

 

(10)
This Debenture shall be governed by and construed in accordance with the laws of the State of New York, without giving effect
to conflicts of laws thereof. Each of the parties consents to the jurisdiction of the Supreme Court of the State of New York located
in the City of New York, Borough of Manhattan, and the U.S. District Court for the Southern District of New York in connection
with any dispute arising under this Debenture and hereby waives, to the maximum extent permitted by law, any objection, including
any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions. THE PARTIES HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON
OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’
ACCEPTANCE OF THIS AGREEMENT.

 

(11)
If any party shall commence an action or proceeding to enforce any provisions of this Debenture, then the prevailing party in
such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred
in the investigation, preparation and prosecution of such action or proceeding.

 

(12)
Any waiver by the Company or the Holder of a breach of any provision of this Debenture shall not operate as or be construed to
be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the
Company or the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered
a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this
Debenture. Any waiver must be in writing.

 

(13)
If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect,
and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons
and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable
laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted
rate of interest.

 

 

(14)
CERTAIN DEFINITIONS. For purposes of this Debenture, the following terms shall have the following meanings:

 

(a)
Applicable Price” shall have the meaning set forth in Section 5(a).

 

(b)
Bloomberg” means Bloomberg Financial Markets.

 

(c)
Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in
the United States or a day on which banking institutions are authorized or required by law or other government action to close.

 

(d)
Change of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual
or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control
(whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty
percent (50%) of the voting power of the Company (except that the acquisition of voting securities by the Holder or any other
current holder of convertible securities of the Company shall not constitute a Change of Control Transaction for purposes hereof),
(b) a replacement at one time or over time of more than one-half of the members of the board of directors of the Company (other
than as due to the death or disability of a member of the board of directors) which is not approved by a majority of those individuals
who are members of the board of directors on the date hereof (or by those individuals who are serving as members of the board
of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of
directors who are members on the date hereof), (c) the merger, consolidation or sale of fifty percent (50%) or more of the assets
of the Company or any subsidiary of the Company in one or a series of related transactions with or into another entity, or (d)
the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the
events set forth above in (a), (b) or (c). No transfer to a wholly-owned subsidiary shall be deemed a Change of Control Transaction
under this provision.

 

(e)
Closing Bid Price” means the price per share in the last reported trade of the Ordinary Shares on the Primary
Market or on the exchange which the Ordinary Shares are then listed as quoted by Bloomberg.

 

(f)
Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Ordinary Shares.

 

(g)
Commission” means the Securities and Exchange Commission.

 

(h)
Dilutive Issuance” shall have the meaning set forth in Section 5(a).

 

 

(i)
Exchange Act” means the Securities Exchange Act of 1934, as
amended.

 

(j)
Floor Price” means $0.50 per share.

 

(k)
Fundamental Transaction” means any of the following: (1) the Company effects any merger or consolidation
of the Company with or into another Person and the Company is the non-surviving company (other than a merger or consolidation
with a wholly owned subsidiary of the Company for the purpose of redomiciling the Company), (2) the Company effects any sale
of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to tender
or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the
Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or
exchanged for other securities, cash or property.

 

(l)
New Issuance Price” shall have the meaning set forth in Section 5(a).

 

(m)
Options” means any rights, warrants or options to subscribe for or purchase shares of Ordinary Shares or
Convertible Securities.

 

(n)
Ordinary Shares” means the Company’s Ordinary Shares, par value $0.0001 par value per share, and any
capital stock into which such shares shall have been changed or any share capital resulting from a reclassification of such
Ordinary Shares.

 

(o)
Other Debentures” means any other debentures issued pursuant to the Securities Purchase Agreement and any
other debentures, notes, or other instruments issued in exchange, replacement, or modification of the foregoing.

 

(p)
Person” means a corporation, an association, a partnership, organization, a business, an individual, a government
or political subdivision thereof or a governmental agency.

 

(q)
Primary Market” means the Nasdaq Capital Market and any successor to any of the foregoing markets or exchanges.

 

(r)
Redemption Premium” means 15% of the Principal amount being redeemed.

 

(s)
Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.

 

(t)
Trading Day” means a day on which the Ordinary Shares are quoted or traded on a Primary Market on which the
shares are then quoted or listed; provided, that in the event that the Ordinary Shares are not listed or quoted, then Trading
Day shall mean a Business Day.

 

 

(u)
Transaction Document(s)” shall mean this Debenture, along with the Securities Purchase Agreement, and any
other documents or agreements entered into in connection with the foregoing.

 

(v)
Underlying Shares” means the Ordinary Shares issuable upon conversion of this Debenture in accordance with
the terms hereof.

 

(w)
Underlying Shares Registration Statement” means a registration statement meeting the requirements set forth
in the Registration Rights Agreement, covering among other things the resale of the Ordinary Shares, and naming the Holder as
a “selling shareholder” thereunder.

 

(x)
VWAP” means, for the Ordinary Shares as of any date, the daily dollar volume-weighted average price for such
security on the Primary Market as reported by Bloomberg through its “Historical Prices – Px Table with Average Daily
Volume” functions, or, if no dollar volume-weighted average price is reported for such security by Bloomberg.

 

[Signature
Page Follows]

 

 

IN
WITNESS WHEREOF,
the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of
the date set forth above.

 

  COMPANY:
  DRAGON VICTORY INTERNATIONAL
  LIMITED
     
  By: /s/ Liu Limin
  Name:  Liu Limin
  Title: CEO & Chairman of the Board

 

  

EXHIBIT
I

CONVERSION
NOTICE

 

(To
be executed by the Holder in order to Convert the Debenture)

 

TO:
DRAGON VICTORY INTERNATIONAL LIMITED

 

Via
Email:

 

The
undersigned hereby irrevocably elects to convert a portion of the outstanding and unpaid Conversion Amount of Debenture No. LYL-1
into Ordinary Shares of DRAGON VICTORY INTERNATIONAL LIMITED, according to the conditions stated therein, as of the
Conversion Date written below.

 

Conversion
Date:
 
Principal
Amount to be Converted:
 
Accrued
Interest to be Converted:
 
Total
Conversion Amount to be converted:
 
Fixed
Conversion Price:
 
Variable
Conversion Price:
 
Applicable
Conversion Price:
 
Number
of Ordinary Shares to be Issued:

 

Please
issue the Ordinary Shares in the following name and to the following address:

[________________]

 

Authorized Signature:    
Name:    
Title:    
Broker DTC Participant Code:      
Account Number:    

 

 

 

 



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