CONSULTING AND WARRANT ISSUANCE AGREEMENT

Exhibit 10.1

CONSULTING AND WARRANT ISSUANCE AGREEMENT

This Consulting and Warrant Issuance Agreement (the “Agreement”) dated as of May 26, 2022 by and among (i) Dragon Xxxxxxx Xxxxxxxxxxxxx Limited, an exempted company with limited liability, organized and existing under the laws of the Cayman Islands (the “Company”), (ii) Xxxx Xx, (iii) Sek Xxx Xxxx, and (iii) Jiaping Sun (collectively, the “Consultants” and each a “Consultant”; together with the Company, the “Parties” and each a “Party”).

WHEREAS:

The Company formed a new joint venture company with an industry leader on October 29, 2021 (the “Joint Venture Company”);

The Consultants have the professional business expertise and experience to assist the Company in the business operation of the Joint Venture Company and are offering their services as consultants to the Company for such purposes;

The Company desires to retain the Consultants as independent consultants and to memorialize the Consultants’ work for the Company by entering into this written Agreement; and

Each Party agrees that this Agreement reflects its entire understanding and agreement of the terms among the Parties hereto.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties hereto, intending to be legally bound, agrees as follows:

DUTIES.

The Company hereby engages each Consultant and each Consultant hereby accepts engagement as a consultant. It is understood and agreed, and it is the express intention of the Parties, that such Consultant is an independent contractor, and not an employee or agent of the Company for any purpose whatsoever. Each Consultant shall perform the following services to the Company in connection with the business operation of the Joint Venture Company (collectively, the “Services”):

(i)

Establish a proprietary system for cryptocurrency derivatives trading;

(ii)

Design different structure products for use in trading with counterparties;

(iii)

Optimize internal pricing and dynamic hedging models;

(iv)

Ongoing monitoring and improving of the proprietary system to maximize the return of invested capital and grow the size of proprietary assets;

(v)

Assist in the hiring process and establishment of a team for the development of the Joint Venture Company; and

(vi)

Provide industry expertise to help shape the Joint Venture Company’s long-term strategy.

The Company acknowledges and agrees that each Consultant (i) may maintain such Consultant’s own business in addition to providing Services to the Company, (ii) may, in connection with this Agreement, invest in, deal with or engage the services of itself and/or such Consultant’s affiliates in separate business activities for which they may be entitled to charge fees or commissions, provided that such activities are in the ordinary course of such Consultant’s business, and are conducted on an arm’s length commercial basis.

The Company (i) further acknowledges and agrees that no Consultant owes any duty to not compete or other similar obligation to the Company, and each Consultant may provide any service, including without limitation, services similar to the Services, to any other party, as may be determined to be desirable in such Consultant’s sole discretion, and (ii) hereby waives any conflicts of interest that may arise in connection with such Consultant’s such other roles.

CONSULTING SERVICES & COMPENSATION. As a consideration and in exchange for the Services to be rendered hereunder, the Company hereby agrees to issue certain Warrants (as defined below) as soon as practicable after the execution of this Agreement, subject to review by Nasdaq, as follows:

Warrants to Xxxx Xx (the “Hu Warrants”) in substantially the form attached hereto as Exhibit A, exercisable in whole or in part, to purchase an aggregate of 200,000 ordinary shares, with par value $0.0001 per share (“Ordinary Shares”) of the Company, with each such Hu Warrant expiring five (5) years upon its issuance, at an exercise price that is the lower of (i) US$1.5 per share, and (ii) 88% of the lowest daily volume weighted average price (VWAP) of the Ordinary Share for the 10 trading day period immediately prior to the exercise of the Hu Warrants;

Warrants to Sek Xxx Xxxx (the “Khor Warrants”) in substantially the form attached hereto as Exhibit B, exercisable in whole or in part, to purchase an aggregate of 200,000 Ordinary Shares, with each such Khor Warrant expiring five (5) years upon its issuance, at an exercise price that is the lower of (i) US$1.5 per share, and (ii) 88% of the lowest daily VWAP of the Ordinary Share for the 10 trading day period immediately prior to the exercise of the Khor Warrants;

Warrants to Jiaping Sun (the “Sun Warrants”) in substantially the form attached hereto as Exhibit C, exercisable in whole or in part, to purchase an aggregate of 100,000 Ordinary Shares, with each such Sun Warrant expiring five (5) years upon its issuance, at an exercise price that is the lower of (i) US$1.5 per share, and (ii) 88% of the lowest daily VWAP of the Ordinary Share for the 10 trading day period immediately prior to the exercise of the Sun Warrants;

If there is a subdivision, split, stock dividend, combination, reclassification or similar event with respect to any of the Ordinary Shares issuable upon exercise of the Warrants referred to in this Agreement, then, in any such event, the numbers and types of such Ordinary Shares referred to in this Agreement shall be equitably adjusted as appropriate to the number and types of such Ordinary Shares that a holder of such number of such Ordinary Shares would own or be entitled to receive as a result of such event as if such holder had held such number of shares immediately prior to the record date for, or effectiveness of, such event;

Subject to the compliance with the applicable U.S. securities law, each Warrant shall be transferrable by the holder(s) of such Warrant and the Warrants can be exercised on a cashless basis; and

The Company hereby agrees that, as soon as practicable and in no event later than sixty (60) days after the execution of this Agreement, the Company shall file with the U.S. Securities and Exchange Commission (the “SEC”) (at the Company’s sole cost and expense) a registration statement (the “Registration Statement”), which Registration Statement shall be on Form F-3, if eligible, registering the resale of the Ordinary Shares issuable upon exercise of the Warrants.

EXPENSES. The Company and each Consultant hereby agrees that each Party shall be responsible for their respective expenses in respect of this Agreement.

CONFIDENTIALITY. All knowledge and information of a proprietary and confidential nature relating to the Company which the Consultants obtain during the consulting period from the Company shall be, for all purposes, regarded and treated as strictly confidential for so long as such information remains proprietary and confidential, and shall be held in trust by the Consultants solely for the Company’s benefit and use; provided, however, that the use of such information by the Consultants for the purpose of providing the Services is permissible and shall not be deemed in violation of this Agreement.

REPRESENATIONS AND WARRANTS OF THE COMPANY

The Company hereby represents and warrants to each Consultant the following:

(i)

The Company is an exempted company, duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. Each of the Company and the Company’s subsidiaries is duly formed, validly existing and in good standing in the jurisdiction of its organization. Each of the Company and its subsidiaries has all requisite power and authority to carry on its business as it is currently being conducted.

(ii)

The Company has all requisite legal power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance by the Company of this Agreement and the performance by the Company of its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Consultants, constitutes (or, when executed and delivered in accordance herewith will constitute) a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar law affecting creditors’ rights and remedies generally (the “Bankruptcy and Equity Exception”).

(iii)

The Company shall ensure that it has a sufficient number of duly authorized Ordinary Shares to comply with its obligations to issue the Ordinary Shares issuable upon exercise of the Warrants pursuant to the terms of this Agreement and the Warrants.

Each Consultant hereby severally, and not jointly, represents and warrants to the Company the following:

(i)

Such Consultant has all requisite power and authority to carry on his/her business as is currently being conducted.

(ii)

Such Consultant has full power and authority to enter into, execute and deliver this Agreement and to perform his/her obligations hereunder. The execution and delivery by such Consultant of this Agreement and the performance by such Consultant of his/her obligations hereunder have been duly authorized by all requisite actions on his/her part.

(iii)

This Agreement has been duly executed and delivered by such Consultant and, assuming the due authorization, execution and delivery by the Company, constitutes (or, when executed and delivered in accordance herewith will constitute), the legal, valid and binding obligation of such Consultant, enforceable against such Consultant in accordance with its terms, subject to the Bankruptcy and Equity Exception and except as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

TERMINATION. This Agreement shall automatically terminate upon written consent of all Parties. Either the Company, on the one hand, and any Consultant, on the other hand, may terminate this Agreement at any time, with or without cause, by giving ten (10) days written notice to the non-terminating Party, provided, however, that any termination by the terminating Party(ies), as applicable, without cause may not be effective prior to 12 months following the date hereof.

NO THIRD-PARTY BENEFICIARIES. A person who is not a Party has no right to enforce any term of this Agreement.

ABSENCE OF WARRANTIES AND REPRESENTATIONS. Each Party hereto acknowledges that they have signed this Agreement without having relied upon or being induced by any agreement, warranty or representation of fact or opinion of any person not expressly set forth herein. All representations and warranties of any Party contained herein shall survive its signing and delivery.

AMENDMENT. This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties.

10.

ASSIGNMENT. Subject to Paragraph 2(e), neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned, as between each Consultant and the Company, without the express written consent of such Consultant and the Company. Any purported assignment in violation of the foregoing sentence shall be null and void.

11.

GOVERNING LAW. This Agreement and all questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York (“New York”) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of New York to the rights and duties of the Parties hereunder.

12.

ARBITRATION. Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be submitted to arbitration upon the request of any Party with notice to the other Party. The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in effect, which rules are deemed to be incorporated by reference into this Paragraph 12. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. The Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in New York. If either Party to the arbitration does not appoint an arbitrator who has consented to participate within the aforementioned 30-day period, the relevant appointment shall be made by the Chairman of the HKIAC. The arbitration proceedings shall be conducted in English. Each Party irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of the HKIAC in any such arbitration. The award of the arbitration tribunal shall be conclusive and binding upon the disputing Parties, and any Party to the dispute may apply to a court of competent jurisdiction for enforcement of such award. Any Party to the dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

13.

VALIDITY. If any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity enforceability of any other paragraph, sentence, term and provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement may be modified by the Parties hereto by written amendment to preserve its validity.

14.

NON-DISCLOSURE OF TERMS. The terms of this Agreement shall be kept confidential, and no Party, representative, attorney or family member shall reveal its contents to any third party except as required by law or as necessary to comply with law or preexisting contractual commitments.

15.

ENTIRE AGREEMENT. This Agreement contain the entire understanding of the Parties and cannot be altered or amended except by an amendment duly executed by all of the Parties. This Agreement shall be binding upon and inure to the benefit of the successors, assigns and personal representatives of the Parties.

16.

EXECUTION IN COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. Signatures in the form of facsimile or electronically imaged “PDF” shall be deemed to be original signatures for all purposes hereunder.

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

(Signature Pages Follow)

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first above written.

THE COMPANY:

Dragon Xxxxxxx Xxxxxxxxxxxxx Limited

By:	/s/ Xxxxx Xxx
Name:	Xxxxx Xxx
Title:	Chairman & CEO

[Signature Page to CONSULTING AND WARRANT ISSUANCE AGREEMENT]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first above written.

THE CONSULTANTS:

By:	/s/ Xxxx Xx
Name:	Xxxx Xx

By:	/s/ Sek Xxx Xxxx
Name:	Sek Xxx Xxxx

By:	/s/ Jiaping Sun
Name:	Jiaping Sun

[Signature Page to CONSULTING AND WARRANT ISSUANCE AGREEMEN]

Exhibit A

Hu Warrants

[Exhibit A]

Warrant No.: 1

Date of Issuance: May 26, 2022 (the “Issuance Date”)

WARRANT TO PURCHASE

ORDINARY SHARES

DRAGON XXXXXXX XXXXXXXXXXXXX LIMITED

This Warrant (the “Warrant”) certifies that, for value received, Xxxx Xx, and/or such entity that such person may designate in accordance with the Consulting Agreement (as defined below) (collectively being referred to herein as the “Holder”), is entitled to purchase 200,000 ordinary shares, with par value $0.0001 per share (“Ordinary Shares”) of Dragon Xxxxxxx Xxxxxxxxxxxxx Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), on the terms set forth herein.

This Warrant is issued pursuant to a Consulting and Warrant Issuance Agreement (the “Consulting Agreement”) dated as of May 26, 2022 and entered into among the Company, the Holder and certain other parties thereto. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Consulting Agreement.

1. Purchase of Shares. Subject to the terms and conditions hereinafter set forth, the Company hereby grants the Holder the right to purchase from the Company up to 200,000 Ordinary Shares of the Company (the “Warrant Shares”) at the Exercise Price (as defined below), subject to adjustment and change as provided herein.

2. Exercise.

(a) Exercise Price. Unless otherwise mutually agreed by the Holder and the Company, and subject to adjustment and change as provided herein, the per share purchase price for the Warrant Shares shall be the lower of (i) US$1.5 per Ordinary Share, and (ii) 88% of the lowest daily volume-weighted average price (“VWAP”) of the Ordinary Share for the 10-Trading-Day period immediately prior to the exercise of the Warrants (the “Exercise Price”).

Notwithstanding any adjustment made in accordance with this Warrant or anything to the contrary in this Warrant, the aggregate Exercise Price shall in no event be less than the aggregate par value of the Warrant Shares at the time of exercise (the “Minimum Consideration”).

(b) Exercise Period. This Warrant is exercisable, in whole or in part, by the Holder on any day during the period (the “Exercise Period”) commencing on the date of the issuance of this Warrant, and ending on the fifth (5th) anniversary date of Issuance Date.

(c) Form of Payment. Subject to Section 2(a), the aggregate Exercise Price for the Warrant Shares may be settled, in part or in whole, no later than the close of business on the tenth (10th) Business Day following the receipt of the Notice of Exercise (as defined below) by the Company from the Holder, by

(i) Cash Exercise. The purchase rights represented by this Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise form attached hereto as Exhibit A duly executed) at the principal office of the Company, and by the payment to the Company, by certified, cashier’s or other check acceptable to the Company or by wire transfer to an account designated by the Company, of an amount equal to the aggregate Exercise Price of the Warrant Shares being purchased.

(ii) Cashless (Net Issue) Exercise. In lieu of exercising this Warrant, the Holder may elect to receive Warrant Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula:

X =

Where:

X = the number of the Warrant Shares to be issued to the Holder.

Y = the number of the Warrant Shares purchasable under this Warrant.

A = the fair market value of one Ordinary Share on the date of determination.

B = the Exercise Price (as adjusted to the date of such calculation).

For purposes of this Section 2(c)(ii), the fair market value of an Ordinary Share is defined as follows:

(i) if the Company’s Ordinary Shares are traded on a securities exchange, the value shall be deemed to be the WVAP quoted for the Ordinary Shares on such exchange for the 10- Trading Day period immediately prior to the Notice of Exercise (defined in Section 2(d)) submitted in connection with the exercise of this Warrant;

(ii) if the Company’s Ordinary Shares are quoted over-the-counter, the value shall be deemed to be the WVAP for the Ordinary Shares for the 10-Trading Day period immediately prior to the Notice of Exercise being submitted in connection with the exercise of the Warrant; or

(iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors.

(d) Issuance of Warrant Shares; Acknowledgement. The exercise of this Warrant shall be effected by the delivery of the Warrant, together with a duly executed copy of the Notice of Exercise in the form attached hereto as Exhibit A (the “Notice of Exercise”), to the Company and the payment of the Exercise Price in accordance with Section 2(c). The Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date the purchase price for the Warrant Shares is paid to the Company. The Company shall, within three (3) Business Days after its receipt of the executed Notice of Exercise: (i) deliver to the Holder a duly issued share certificate representing the Warrant Shares being acquired, or, provided that the transfer agent of the Company is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of such Holder, credit such aggregate number of Warrant Shares to the Holder’s, or its designees’, balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, provided the Holder causes its bank or broker to initiate the DWAC transaction, and (ii) deliver to the Holder a certified true copy of the updated register of members of the Company reflecting the Holder’s ownership of the Warrant Shares with the issuance date of the Warrant Shares being the purchase price payment date, provided, however, that the aggregate Exercise Price shall be paid in accordance with Section 2(c).

3. Reservation of Shares. The Company covenants and agrees that all Warrant Shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance and after payment of the aggregate Exercise Price in accordance with Section 2(c), be duly authorized, validly issued, fully paid and non-assessable and free from all preemptive rights of any shareholder and free of all taxes, liens and charges with respect to the issue thereof, except as provided under applicable law, this Warrant and the memorandum and articles of association of the Company then in effect. The Company further covenants and agrees that the Company will, at all times during the Exercise Period, have authorized and reserved a sufficient number of Ordinary Shares to provide for the exercise of the rights represented by this Warrant.

4. Adjustment of Exercise Price and Warrant. The Exercise Price and/or Warrant shall be subject to adjustment from time to time as follows:

(a) Share Splits, Share Subdivisions. In the event the Company shall at any time, or from time to time, effect a split or subdivision of the outstanding ordinary shares, the Exercise Price of this Warrant shall be proportionally decreased and the number of Ordinary Shares issuable upon exercise of this Warrant (or any shares or other securities at the time issuable upon exercise of this Warrant) shall be proportionally increased to reflect any such share split or subdivision of the Ordinary Shares. Conversely, if the Company shall at any time, or from time to time, combine the outstanding ordinary shares into a smaller number of shares, the Exercise Price of this Warrant shall be proportionally increased and the number of ordinary shares issuable upon exercise of this Warrant (or any shares or other securities at the time issuable upon exercise of this Warrant) shall be proportionally decreased to reflect any such combination of the ordinary shares. Any adjustment under this paragraph shall become effective at the close of business on the date the share split, subdivision or combination becomes effective.

(b) Dividends or Distributions of Shares or Other Securities or Property. In the event the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect to the Ordinary Shares (or any shares or other securities at the time issuable upon exercise of this Warrant) payable in (i) shares or other securities of the Company; or (ii) assets (excluding cash dividends paid or payable solely out of retained earnings), then, in each such case, the Holder, upon exercise hereof at any time after the consummation, effective date or record date of such dividend or other distribution, shall receive, in addition to the Ordinary Shares (or such other shares or securities) issuable upon such exercise prior to such date, and without the payment of additional consideration therefor, the shares or other securities of the Company or such other assets to which it would have been entitled upon such date as if it had exercised this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional shares or securities available to it as aforesaid during such period, giving effect to all adjustments called for by this Section 4.

(c) Reclassification. If the Company, by reclassification of shares or otherwise, shall change any of the shares as to which purchase rights under this Warrant exist into the same or a different number of shares of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of shares as would have been issuable as the result of such change with respect to the shares that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the Exercise Price therefor shall be equitably adjusted, all subject to further adjustment as provided in this Section 4.

(d) Capital Reorganization, Merger or Consolidation. In case of any reorganization of the share capital of the Company (other than a combination, reclassification or subdivision of shares otherwise provided for herein), or any merger or consolidation of the Company with or into another corporation, or the sale or transfer of all or substantially all the assets of the Company, then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant, during the period specified herein and upon payment in accordance with Section 2(c), the number of shares or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4(d) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers of the shares or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustment (as determined in good faith by the Company’s board of directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

(e) Notice of Adjustment. The Company shall promptly give the Holder of this Warrant written notice of each adjustment or readjustment of the Exercise Price or the number of Warrant Shares or other securities issuable upon exercise of this Warrant. The notice shall describe the adjustment or readjustment and show in reasonable detail the facts on which the adjustment or readjustment is based.

5. Transfers of Warrant. This Warrant and all rights and obligations hereunder are transferable and assignable in whole or in part by the Holder (subject to compliance with the applicable securities laws and constitutional documents of the Company).

6. Loss or Mutilation. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the event of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the event of any such mutilation upon surrender and cancellation of such Warrant, the Company will execute and deliver a new Warrant of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

7. Amendment and Waiver. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holder.

8. Successors and Assigns. This Warrant shall be binding upon, and inure to the benefit of, the Company, the Holder and their respective successors and permitted assigns.

9. Notices. Any notice required or permitted pursuant to this Warrant shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to the address as shown below (or at such other address as such party may designate by fifteen (15) days’ advance written notice to the Company or Holder, as applicable, given in accordance with this Section 9). Where such notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of sixty (60) hours after the letter containing the same is sent as aforesaid. Where a notice is sent by facsimile, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as provided above.

If notice to the Company:

Attn: Xxxx Xxx

Address: Suite 1508, Central Plaza, 00 Xxxxxxx Xxxx, Xxx Xxxx, Xxxx Xxxx, Xxxxx

Email: xxxx@xxxxxxxx.xxx

Contact No.: x00 000-0000-0000

If notice to Xxxx Xx:

Address: #01-01, 000 Xxxxxxx Xxxx, Xxxxxxxxx 000000

Email: xxxx0000000@xxxxx.xxx

Contact No.: x00 0000 0000

10. Headings. The section and subsection headings of this Warrant are inserted for convenience only and shall not constitute a part of this Warrant in construing or interpreting any provision hereof.

11. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of State of New York without giving effect to any choice or conflict of law provision or rule thereof.

12. Dispute Resolution.

(a) Any dispute, controversy, difference or claim arising out of or relating to this Warrant, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it (the “Dispute”) shall be submitted to arbitration upon the request of any party with notice to the other party. The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in effect, which rules are deemed to be incorporated by reference into this Section 12.

(b) There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. The Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in New York. If either party to the arbitration does not appoint an arbitrator who has consented to participate within the aforementioned 30-day period, the relevant appointment shall be made by the Chairman of the HKIAC. The arbitration proceedings shall be conducted in English.

(c) Each party irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of the HKIAC in any such arbitration. The award of the arbitration tribunal shall be conclusive and binding upon the disputing parties, and any party to the dispute may apply to a court of competent jurisdiction for enforcement of such award. Any party to the dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

13. Interpretation. For all purposes of this Warrant, except as otherwise expressly provided, (i) the term “or” is not exclusive, (ii) the terms defined herein and any capitalized terms used herein without definition shall include the plural as well as the singular, (iii) unless otherwise provided for, all references in this Warrant to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Warrant, (iv) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms, (v) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Warrant as a whole and not to any particular Section or other subdivision, and (vi) “include,” “including,” “are inclusive of” and similar expressions are not expressions of limitation and shall be construed as if followed by the expression “without limitation”.

14. No Presumption. The parties acknowledge that any applicable law that would require interpretation of any claimed ambiguities in this Warrant against the party that drafted it has no application and is expressly waived. If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions of this Warrant, no presumption or burden of proof or persuasion will be implied because this Warrant was prepared by or at the request of any party or its counsel.

15. Counterparts. This Warrant may be executed in two or more counterparts and may be delivered by electronic PDF or facsimile transmission, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

16. Severability. If one or more provisions of this Warrant is held to be unenforceable under any applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

17. Entire Agreement. This Warrant together with the other instruments and agreements referenced herein constitutes the entire agreement between the Parties with respect to the subject matter hereof.

[The remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF, the Company caused this Warrant to be executed by a director thereunto duly authorized.

	COMPANY:

	Dragon Xxxxxxx Xxxxxxxxxxxxx Limited

	By:	/s/ Xxxxx Xxx
	Name:	Xxxxx Xxx
	Title:	Chairman & CEO

ACCEPTED BY:

Xxxx Xx

/s/ Xxxx Xx

[Signature Page to Warrant]

EXHIBIT A

FORM OF NOTICE OF EXERCISE

To: Dragon Xxxxxxx Xxxxxxxxxxxxx Limited

The undersigned hereby elects to purchase ___________________ ordinary shares of Dragon Xxxxxxx Xxxxxxxxxxxxx Limited, pursuant to the terms of the attached Warrant.

The undersigned hereby represents and warrants that the undersigned is acquiring such shares for its own account for investment purposes only, and not for immediate resale or with a view to distribution of such shares or any part thereof.

	WARRANT HOLDER:

	Xxxx Xx

	Address: #01-01, 000 Xxxxxxx Xxxx, Xxxxxxxxx 000000

Date: _____________________________

Name in which shares should be registered:

__________________________________

Exhibit B

Khor Warrants

[Exhibit B]

Warrant No.: 2

Date of Issuance: May 26, 2022 (the “Issuance Date”)

WARRANT TO PURCHASE

ORDINARY SHARES

DRAGON XXXXXXX XXXXXXXXXXXXX LIMITED

This Warrant (the “Warrant”) certifies that, for value received, Sek Xxx Xxxx, and/or such entity that such person may designate in accordance with the Consulting Agreement (as defined below) (collectively being referred to herein as the “Holder”), is entitled to purchase 200,000 ordinary shares, with par value $0.0001 per share (“Ordinary Shares”) of Dragon Xxxxxxx Xxxxxxxxxxxxx Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), on the terms set forth herein.

1. Purchase of Shares. Subject to the terms and conditions hereinafter set forth, the Company hereby grants the Holder the right to purchase from the Company up to 200,000 Ordinary Shares of the Company (the “Warrant Shares”) at the Exercise Price (as defined below), subject to adjustment and change as provided herein.

2. Exercise.

For the purpose of this Warrant, “Trading Day” shall mean any day on which the primary market on which the Company’s Ordinary Shares are listed is open for trading. “Business Day” means any day other than a Saturday, Sunday or another day on which commercial banks in the Cayman Islands, the People’s Republic of China (the “PRC” or “China,” which for the purpose of this Warrant shall exclude Hong Kong, Macau SAR and Taiwan), Hong Kong or New York are required or authorized by law or executive order to be closed. Notwithstanding any adjustment made in accordance with this Warrant or anything to the contrary in this Warrant, the aggregate Exercise Price shall in no event be less than the aggregate par value of the Warrant Shares at the time of exercise (the “Minimum Consideration”).

(i) Cash Exercise. The purchase rights represented by this Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise form attached hereto as Exhibit B duly executed) at the principal office of the Company, and by the payment to the Company, by certified, cashier’s or other check acceptable to the Company or by wire transfer to an account designated by the Company, of an amount equal to the aggregate Exercise Price of the Warrant Shares being purchased.

X =

Where:

X = the number of the Warrant Shares to be issued to the Holder.

Y = the number of the Warrant Shares purchasable under this Warrant.

A = the fair market value of one Ordinary Share on the date of determination.

B = the Exercise Price (as adjusted to the date of such calculation).

For purposes of this Section 2(c)(ii), the fair market value of an Ordinary Share is defined as follows:

(iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors.

(d) Issuance of Warrant Shares; Acknowledgement. The exercise of this Warrant shall be effected by the delivery of the Warrant, together with a duly executed copy of the Notice of Exercise in the form attached hereto as Exhibit B (the “Notice of Exercise”), to the Company and the payment of the Exercise Price in accordance with Section 2(c). The Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date the purchase price for the Warrant Shares is paid to the Company. The Company shall, within three (3) Business Days after its receipt of the executed Notice of Exercise: (i) deliver to the Holder a duly issued share certificate representing the Warrant Shares being acquired, or, provided that the transfer agent of the Company is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of such Holder, credit such aggregate number of Warrant Shares to the Holder’s, or its designees’, balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, provided the Holder causes its bank or broker to initiate the DWAC transaction, and (ii) deliver to the Holder a certified true copy of the updated register of members of the Company reflecting the Holder’s ownership of the Warrant Shares with the issuance date of the Warrant Shares being the purchase price payment date, provided, however, that the aggregate Exercise Price shall be paid in accordance with Section 2(c).

3. Reservation of Shares. The Company covenants and agrees that all Warrant Shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance and after payment of the aggregate Exercise Price in accordance with Section 2(c), be duly authorized, validly issued, fully paid and non-assessable and free from all preemptive rights of any shareholder and free of all taxes, liens and charges with respect to the issue thereof, except as provided under applicable laws, this Warrant and the memorandum and articles of association of the Company then in effect. The Company further covenants and agrees that the Company will, at all times during the Exercise Period, have authorized and reserved a sufficient number of Ordinary Shares to provide for the exercise of the rights represented by this Warrant.

4. Adjustment of Exercise Price and Warrant. The Exercise Price and/or Warrant shall be subject to adjustment from time to time as follows:

(b) Dividends or Distributions of Shares or Other Securities or Property. In the event the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect to the Ordinary Shares (or any shares or other securities at the time issuable upon exercise of this Warrant) payable in (i) shares or other securities of the Company; or (ii) assets (excluding cash dividends paid or payable solely out of retained earnings), then, in each such case, the Holder, upon exercise hereof at any time after the consummation, effective date or record date of such dividend or other distribution, shall receive, in addition to the Ordinary Shares (or such other shares or securities) issuable upon such exercise prior to such date, and without the payment of additional consideration therefor, the shares or other securities of the Company or such other assets to which it would have been entitled upon such date as if it had exercised this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional shares or securities available to it as aforesaid during such period giving effect to all adjustments called for by this Section 4.

8. Successors and Assigns. This Warrant shall be binding upon, and inure to the benefit of, the Company, the Holder and their respective successors and permitted assigns.

If notice to the Company:

Attn: Xxxx Xxx

Address: Suite 1508, Central Plaza, 00 Xxxxxxx Xxxx, Xxx Xxxx, Xxxx Xxxx, Xxxxx

Email: xxxx@xxxxxxxx.xxx

Contact No.: x00 000-0000-0000

If notice to Sek Xxx Xxxx:

Address: Flat F, 43/F, Tower 2, The Harbourside, Xx. 0 Xxxxxx Xxxx Xxxx, XXX, Xxxxxxx, Xxxx Xxxx SAR

Email: xxxxxxxx@xxxxxxx.xxx

Contact No.: x000 0000-0000

11. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule thereof.

12. Dispute Resolution.

(d) Any dispute, controversy, difference or claim arising out of or relating to this Warrant, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it (the “Dispute”) shall be submitted to arbitration upon the request of any party with notice to the other party. The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in effect, which rules are deemed to be incorporated by reference into this Section 12.

(e) There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. The Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in New York. If either party to the arbitration does not appoint an arbitrator who has consented to participate within the aforementioned 30-day period, the relevant appointment shall be made by the Chairman of the HKIAC. The arbitration proceedings shall be conducted in English.

(f) Each party irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of the HKIAC in any such arbitration. The award of the arbitration tribunal shall be conclusive and binding upon the disputing parties, and any party to the dispute may apply to a court of competent jurisdiction for enforcement of such award. Any party to the dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

[The remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF, the Company caused this Warrant to be executed by a director thereunto duly authorized.

	COMPANY:

	Dragon Xxxxxxx Xxxxxxxxxxxxx Limited

	By:	/s/ Xxxxx Xxx
	Name:	Xxxxx Xxx
	Title:	Chairman & CEO

ACCEPTED BY:

Sek Xxx Xxxx

/s/ Sek Xxx Xxxx

[Signature Page to Warrant]

EXHIBIT B

FORM OF NOTICE OF EXERCISE

To: Dragon Xxxxxxx Xxxxxxxxxxxxx Limited

The undersigned hereby elects to purchase ___________________ ordinary shares of Dragon Xxxxxxx Xxxxxxxxxxxxx Limited, pursuant to the terms of the attached Warrant.

	WARRANT HOLDER:

	Sek Xxx Xxxx

	Address: Flat F, 43/F, Tower 2, The Harbourside, Xx. 0 Xxxxxx Xxxx Xxxx, XXX, Xxxxxxx, Xxxx Xxxx SAR

Date: _____________________________

Name in which shares should be registered:

__________________________________

Exhibit C

Sun Warrants

[Exhibit C]

Warrant No.: 3

Date of Issuance: May 26, 2022 (the “Issuance Date”)

WARRANT TO PURCHASE

ORDINARY SHARES

DRAGON XXXXXXX XXXXXXXXXXXXX LIMITED

This Warrant (the “Warrant”) certifies that, for value received, Jiaping Sun, and/or such entity that such person may designate in accordance with the Consulting Agreement (as defined below) (collectively being referred to herein as the “Holder”), is entitled to purchase 100,000 ordinary shares, with par value $0.0001 per share (“Ordinary Shares”) of Dragon Xxxxxxx Xxxxxxxxxxxxx Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), on the terms set forth herein.

18. Purchase of Shares. Subject to the terms and conditions hereinafter set forth, the Company hereby grants the Holder the right to purchase from the Company up to 100,000 Ordinary Shares of the Company (the “Warrant Shares”) at the Exercise Price (as defined below), subject to adjustment and change as provided herein.

19. Exercise.

(e) Exercise Price. Unless otherwise mutually agreed by the Holder and the Company, and subject to adjustment and change as provided herein, the per share purchase price for the Warrant Shares shall be the lower of (i) US$1.5 per Ordinary Share, and (ii) 88% of the lowest daily volume-weighted average price (“VWAP”) of the Ordinary Share for the 10-Trading-Day period immediately prior to the exercise of the Warrants (the “Exercise Price”).

(f) Exercise Period. This Warrant is exercisable, in whole or in part, by the Holder on any day during the period (the “Exercise Period”) commencing on the date of the issuance of this Warrant, and ending on the fifth (5th) anniversary date of Issuance Date.

(g) Form of Payment. Subject to Section 2(a), the aggregate Exercise Price for the Warrant Shares may be settled, in part or in whole, no later than the close of business on the tenth (10th) Business Day following the receipt of the Notice of Exercise (as defined below) by the Company from the Holder, by

(iii) Cash Exercise. The purchase rights represented by this Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise form attached hereto as Exhibit C duly executed) at the principal office of the Company, and by the payment to the Company, by certified, cashier’s or other check acceptable to the Company or by wire transfer to an account designated by the Company, of an amount equal to the aggregate Exercise Price of the Warrant Shares being purchased.

(iv) Cashless (Net Issue) Exercise. In lieu of exercising this Warrant, the Holder may elect to receive Warrant Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula:

X =

Where:

X = the number of the Warrant Shares to be issued to the Holder.

Y = the number of the Warrant Shares purchasable under this Warrant.

A = the fair market value of one Ordinary Share on the date of determination.

B = the Exercise Price (as adjusted to the date of such calculation).

For purposes of this Section 2(c)(ii), the fair market value of an Ordinary Share is defined as follows:

(iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors.

(h) Issuance of Warrant Shares; Acknowledgement. The exercise of this Warrant shall be effected by the delivery of the Warrant, together with a duly executed copy of the Notice of Exercise in the form attached hereto as Exhibit C (the “Notice of Exercise”), to the Company and the payment of the Exercise Price in accordance with Section 2(c). The Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date the purchase price for the Warrant Shares is paid to the Company. The Company shall, within three (3) Business Days after its receipt of the executed Notice of Exercise: (i) deliver to the Holder a duly issued share certificate representing the Warrant Shares being acquired, or, provided that the transfer agent of the Company is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of such Holder, credit such aggregate number of Warrant Shares to the Holder’s, or its designees’, balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system, provided the Holder causes its bank or broker to initiate the DWAC transaction, and (ii) deliver to the Holder a certified true copy of the updated register of members of the Company reflecting the Holder’s ownership of the Warrant Shares with the issuance date of the Warrant Shares being the purchase price payment date, provided, however, that the aggregate Exercise Price shall be paid in accordance with Section 2(c).

20. Reservation of Shares. The Company covenants and agrees that all Warrant Shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance and after payment of the aggregate Exercise Price in accordance with Section 2(c), be duly authorized, validly issued, fully paid and non-assessable and free from all preemptive rights of any shareholder and free of all taxes, liens and charges with respect to the issue thereof, except as provided under applicable law, this Warrant and the memorandum and articles of association of the Company then in effect. The Company further covenants and agrees that the Company will, at all times during the Exercise Period, have authorized and reserved a sufficient number of Ordinary Shares to provide for the exercise of the rights represented by this Warrant.

21. Adjustment of Exercise Price and Warrant. The Exercise Price and/or Warrant shall be subject to adjustment from time to time as follows:

(f) Share Splits, Share Subdivisions. In the event the Company shall at any time, or from time to time, effect a split or subdivision of the outstanding ordinary shares, the Exercise Price of this Warrant shall be proportionally decreased and the number of Ordinary Shares issuable upon exercise of this Warrant (or any shares or other securities at the time issuable upon exercise of this Warrant) shall be proportionally increased to reflect any such share split or subdivision of the Ordinary Shares. Conversely, if the Company shall at any time, or from time to time, combine the outstanding ordinary shares into a smaller number of shares, the Exercise Price of this Warrant shall be proportionally increased and the number of ordinary shares issuable upon exercise of this Warrant (or any shares or other securities at the time issuable upon exercise of this Warrant) shall be proportionally decreased to reflect any such combination of the ordinary shares. Any adjustment under this paragraph shall become effective at the close of business on the date the share split, subdivision or combination becomes effective.

(g) Dividends or Distributions of Shares or Other Securities or Property. In the event the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect to the Ordinary Shares (or any shares or other securities at the time issuable upon exercise of this Warrant) payable in (i) shares or other securities of the Company; or (ii) assets (excluding cash dividends paid or payable solely out of retained earnings), then, in each such case, the Holder, upon exercise hereof at any time after the consummation, effective date or record date of such dividend or other distribution, shall receive, in addition to the Ordinary Shares (or such other shares or securities) issuable upon such exercise prior to such date, and without the payment of additional consideration therefor, the shares or other securities of the Company or such other assets to which it would have been entitled upon such date as if it had exercised this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional shares or securities available to it as aforesaid during such period, giving effect to all adjustments called for by this Section 4.

(h) Reclassification. If the Company, by reclassification of shares or otherwise, shall change any of the shares as to which purchase rights under this Warrant exist into the same or a different number of shares of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of shares as would have been issuable as the result of such change with respect to the shares that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the Exercise Price therefor shall be equitably adjusted, all subject to further adjustment as provided in this Section 4.

(i) Capital Reorganization, Merger or Consolidation. In case of any reorganization of the share capital of the Company (other than a combination, reclassification or subdivision of shares otherwise provided for herein), or any merger or consolidation of the Company with or into another corporation, or the sale or transfer of all or substantially all the assets of the Company, then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant, during the period specified herein and upon payment in accordance with Section 2(c), the number of shares or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4(d) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers of the shares or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustment (as determined in good faith by the Company’s board of directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

(j) Notice of Adjustment. The Company shall promptly give the Holder of this Warrant written notice of each adjustment or readjustment of the Exercise Price or the number of Warrant Shares or other securities issuable upon exercise of this Warrant. The notice shall describe the adjustment or readjustment and show in reasonable detail the facts on which the adjustment or readjustment is based.

22. Transfers of Warrant. This Warrant and all rights and obligations hereunder are transferable and assignable in whole or in part by the Holder (subject to compliance with the applicable securities laws and constitutional documents of the Company).

23. Loss or Mutilation. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the event of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the event of any such mutilation upon surrender and cancellation of such Warrant, the Company will execute and deliver a new Warrant of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

24. Amendment and Waiver. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holder.

25. Successors and Assigns. This Warrant shall be binding upon, and inure to the benefit of, the Company, the Holder and their respective successors and permitted assigns.

26. Notices. Any notice required or permitted pursuant to this Warrant shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to the address as shown below (or at such other address as such party may designate by fifteen (15) days’ advance written notice to the Company or Holder, as applicable, given in accordance with this Section 9). Where such notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of sixty (60) hours after the letter containing the same is sent as aforesaid. Where a notice is sent by facsimile, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as provided above.

If notice to the Company:

Attn: Xxxx Xxx

Address: Suite 1508, Central Plaza, 00 Xxxxxxx Xxxx, Xxx Xxxx, Xxxx Xxxx, Xxxxx

Email: xxxx@xxxxxxxx.xxx

Contact No.: x00 000-0000-0000

If notice to Jiaping Sun:

Address: 000 Xxxxx Xxxx Xxx 00xx Xxxxx, Xxxxxxxx, XX 00000

Email: xxxxxxxxxx00@xxxxx.xxx

Contact No.: 0-000-000-0000

27. Headings. The section and subsection headings of this Warrant are inserted for convenience only and shall not constitute a part of this Warrant in construing or interpreting any provision hereof.

28. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of State of New York without giving effect to any choice or conflict of law provision or rule thereof.

29. Dispute Resolution.

(g) Any dispute, controversy, difference or claim arising out of or relating to this Warrant, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it (the “Dispute”) shall be submitted to arbitration upon the request of any party with notice to the other party. The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in effect, which rules are deemed to be incorporated by reference into this Section 12.

(h) There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. The Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in New York. If either party to the arbitration does not appoint an arbitrator who has consented to participate within the aforementioned 30-day period, the relevant appointment shall be made by the Chairman of the HKIAC. The arbitration proceedings shall be conducted in English.

(i) Each party irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of the HKIAC in any such arbitration. The award of the arbitration tribunal shall be conclusive and binding upon the disputing parties, and any party to the dispute may apply to a court of competent jurisdiction for enforcement of such award. Any party to the dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

30. Interpretation. For all purposes of this Warrant, except as otherwise expressly provided, (i) the term “or” is not exclusive, (ii) the terms defined herein and any capitalized terms used herein without definition shall include the plural as well as the singular, (iii) unless otherwise provided for, all references in this Warrant to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Warrant, (iv) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms, (v) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Warrant as a whole and not to any particular Section or other subdivision, and (vi) “include,” “including,” “are inclusive of” and similar expressions are not expressions of limitation and shall be construed as if followed by the expression “without limitation”.

31. No Presumption. The parties acknowledge that any applicable law that would require interpretation of any claimed ambiguities in this Warrant against the party that drafted it has no application and is expressly waived. If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions of this Warrant, no presumption or burden of proof or persuasion will be implied because this Warrant was prepared by or at the request of any party or its counsel.

32. Counterparts. This Warrant may be executed in two or more counterparts and may be delivered by electronic PDF or facsimile transmission, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

33. Severability. If one or more provisions of this Warrant is held to be unenforceable under any applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

34. Entire Agreement. This Warrant together with the other instruments and agreements referenced herein constitutes the entire agreement between the Parties with respect to the subject matter hereof.

[The remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF, the Company caused this Warrant to be executed by a director thereunto duly authorized.

	COMPANY:

	Dragon Xxxxxxx Xxxxxxxxxxxxx Limited

	By:	/s/ Xxxxx Xxx
	Name:	Xxxxx Xxx
	Title:	Chairman & CEO

ACCEPTED BY:

Jiaping Sun

/s/ Jiaping Sun

[Signature Page to Warrant]

EXHIBIT C

FORM OF NOTICE OF EXERCISE

To: Dragon Xxxxxxx Xxxxxxxxxxxxx Limited

The undersigned hereby elects to purchase ___________________ ordinary shares of Dragon Xxxxxxx Xxxxxxxxxxxxx Limited, pursuant to the terms of the attached Warrant.

	WARRANT HOLDER:

	Jiaping Sun

	Address: 000 Xxxxx Xxxx Xxx 00xx Xxxxx, Xxxxxxxx, XX 00000

Date: _____________________________

Name in which shares should be registered:

__________________________________

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CONSULTING AND WARRANT ISSUANCE AGREEMENT

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