AMENDMENT TO SECURITIES PURCHASE AGREEMENT

Exhibit 10.1

AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This Amendment to Securities Purchase Agreement (this “Amendment”), dated as of May 16, 2023, is by and between GD Culture Group Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, the Company and the Purchasers entered into that Securities Purchase Agreement dated as of May 1, 2023 (the “SPA”);

WHEREAS, the SPA provides that “Per Share Purchase Price” equals $8.27 and “Per Pre-Funded Warrant Purchase Price” equals $8.269;

WHEREAS, the Company and the Purchasers wish to amend the SPA to increase the “Per Share Purchase Price” to $8.35 and the “Per Pre-Funded Warrant Purchase Price” to $8.349, as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, the parties hereto agree as follows:

1. Definition of “Per Share Purchase Price” as set forth under Section 1.1 of the SPA, is hereby deleted and replaced in its entirety with the following.

““Per Share Purchase Price” equals $8.35, subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions with respect to the Common Stock that occur between the date hereof and the Closing Date.”

2. Definition of “Per Pre-Funded Warrant Purchase Price” as set forth under Section 1.1 of the SPA, is hereby deleted and replaced in its entirety with the following.

““Per Pre-Funded Warrant Purchase Price” equals $8.349, subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions with respect to the Common Stock that occur after the date of this Agreement.”

3. Section 2.2(a)(vi) of the SPA is hereby deleted and replaced in its entirety with the following.

“(vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Pre-Funded Warrant Purchase Price with an exercise price equal to $0.001, subject to adjustment therein; and”

4. Capitalized terms not otherwise defined herein shall the respective meanings ascribed to them in the SPA.

5. Except as herein above amended, the terms and provisions of the SPA as amended shall remain in full force and effect.

6. This Amendment may be executed in any number of counterparts, each of which shall be considered an original for all purposes.

7. This Amendment shall extend to and be binding upon the heirs, executors, administrators, successors, and assigns of each of the parties hereto.

8. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.

GD CULTURE GROUP LIMITED			Address for Notice:
			Flat 1512, 15F, Lucky Centre,
By:			Xx.000-000 Xxx Xxxx Xxxx
	Name: Xxxxxxxx Xxxx		Xxx Xxxx, Hong Kong
	Title: Chief Executive Officer
With a copy to (which shall not constitute notice):

Ortoli Rosenstadt LLP

000 Xxxxxxx Xxxxxx, Xxxxx Floor

New York, NY 10017

Attention: Mengyi “Xxxxx” Xx

Email: xxx@xxxxx.xxxxx

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASERS FOLLOWS]

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[PURCHASER SIGNATURE PAGES TO THE AMENDMENT]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to the Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: ______________________________________________________________ 

Signature of Authorized Signatory of Purchaser: _______________________________________

Name of Authorized Signatory: _____________________________________________________

Title of Authorized Signatory: ______________________________________________________ 

Email Address of Authorized Signatory:_______________________________________________ 

Facsimile Number of Authorized Signatory: ____________________________________________

Address for Notice to Purchaser:

Address for Delivery of Pre-Funded Warrants to Purchaser (if not same as address for notice):

Subscription Amount:	________________________
Shares:	________________________
Beneficial Ownership Blocker:	________________________
Pre-Funded Warrants:	________________________
Beneficial Ownership Blocker:	________________________
Employer Identification Number:	________________________

☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur no later than the second (2^nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.

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