UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 UNDER

THESECURITIES EXCHANGE ACT OF 1934

Forthe month of June 2024

ANTELOPEENTERPRISE HOLDINGS LTD.

(Translationof registrant’s name into English)

Room1802, Block D, Zhonghai International Center,

Hi-TechZone, Chengdu, Sichuan Province, PRC

Telephone+86 (28) 8532 4355

(Addressof Principal Executive Office)

Indicateby check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

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

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

Entryinto a Termination Agreement

Aspreviously disclosed, on March 25, 2024, Antelope Enterprise Holdings Ltd. (the “ Company ”) entered into a certainstandby equity purchase agreement (“ Former Subscription Agreement ”) with Dongsheng International Group Ltd., a BritishVirgin Islands company (“ Dongsheng ”).

Pursuantto the Former Subscription Agreement, the Company shall have the right, but not the obligation, to issue to the Dongsheng, and Dongshengshall have the obligation to subscribe for, up to 10,000,000 the Class A ordinary shares of the Company, no par value each (the “ OrdinaryShares ”) at a per share purchase price equals to the lesser of (i) the average closing price of the Ordinary Shares duringthe for the three consecutive trading days commencing on the applicable Advance Notice Date (as defined in the Former Subscription Agreement),or (ii) $1.12.

OnJune 25, 2024, the Company entered into certain termination agreement with Dongsheng (the “ Termination Agreement ”),pursuant to which, the parties mutually agreed to terminate the transaction as contemplated by the Former Subscription Agreement, effectiveimmediately.

Theforegoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to thecomplete text of the Termination Agreement, which is filed hereto as Exhibit 10.1

Entryinto a Standby Equity Subscription Agreement

OnJune 25, 2024 (the “ Effective Date ”), the Company entered into certain standby equity subscription agreement (the“ New Subscription Agreement ”) with Hongfeng International Group Ltd., a British Virgin Islands company (“ Hongfeng “, or the “ Investor ”), which is in the same form as the Former Subscription Agreement. Pursuant to the NewSubscription Agreement, the Company shall have the right, but not the obligation, to issue to the Hongfeng, and Hongfeng shall have theobligation to subscribe for, up to 10,000,000 the Ordinary Shares (the “ Advance Shares ”) of the Company, at the “SubscriptionPrice” (as defined below).

EachOrdinary Share to be issued to the Investor from time to time under the New Subscription Agreement will be issued at a per share purchaseprice (the “ Subscription Price ”) equals to the lesser of (i) the average closing price of the Ordinary Shares duringthe for the three consecutive trading days commencing on the applicable Advance Notice Date (as defined in the New Subscription Agreement),or (ii) $1.12.

TheCompany agreed to file a registration statement on Form F-1, or on such other form promulgated by the SEC for which the Company thenqualifies, to register the resale of the Advance Shares (the “ Registration Statement ”), at a time determined by itssole discretion. The Company can send one or multiple Advance Notice(s) to Investor during the period commencing on the effective dateof the Registration Statement and ending upon the termination of the New Subscription Agreement, subject to certain conditions thereof.

TheNew Subscription Agreement will terminate automatically if the Nasdaq has provided comments to the listing of additional shares formfiled by the Company in connection with the transaction contemplated herein, which the Company and the Investor are unable to resolvewithin 30 days after the receipt thereof. If not terminated earlier, this New Subscription Agreement shall be terminated automaticallyon the earliest of (i) the first day of the month next following the 33-month anniversary of the Effective Date or (ii) the date on whichthe Investor shall have made payment for all the Advance Shares. This New Subscription Agreement may be also terminated at any time bythe mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in suchwritten consent.

TheNew Subscription Agreement contains customary representations, warranties, covenants, closing conditions and indemnification provisions.Sales under the New Subscription Agreement may commence only after certain conditions have been satisfied, including the effectivenessof the Registration Statement.

Thereare no limitations on the use of proceeds, financial or business covenants, restrictions on future financings, rights of first refusal,participation rights, penalties or liquidated damages in the New Subscription Agreement. Any proceeds that the Company receives underthe New Subscription Agreement are expected to be used for the repayment of three promissory notes of the Company with an aggregate outstandingbalance of approximately $6.75 million, the expansion of the Company’s business in the U.S., for the recruitment of personnel inthe U.S. and for general corporate purpose.

Theforegoing description of the New Subscription Agreement does not purport to be complete and is qualified in its entirety by the termsand conditions of the New Subscription Agreement, the form of which is attached hereto as Exhibit 10.2 and is incorporated herein byreference.

Forward-LookingStatement

ThisReport of Foreign Private Issuer on Form 6-K filed by the Company contains forward-looking statements within the meaning of Section 27Aof the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relateto future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statementsby terminology including “anticipates,” “believes,” “expects,” “can,” “continue,”“could,” “estimates,” “intends,” “may,” “plans,” “potential,”“predict,” “should” or “will” or the negative of these terms or other comparable terminology. Thesestatements are only predictions, uncertainties and other factors may cause the Company’s actual operation results, levels of activity,performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressedor implied by these forward-looking statements. The information in this Report on Form 6-K is not intended to project future performanceof the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Companydoes not guarantee future results, levels of activity, performance or achievements. The Company expectations are as of the date thisForm 6-K is filed, and the Company does not intend to update any of the forward-looking statements after the date this Report on Form6-K is filed to confirm these statements to actual results, unless required by law.

SUBMITTEDHEREWITH

Exhibits:

SIGNATURES

Pursuantto the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, hereunto duly authorized.

Date:June 27, 2024

Exhibit10.1

TERMINATIONAND MUTUAL RELEASE AGREEMENT

ThisTERMINAITON AND MUTUAL RELEASE AGREEMENT (the “Agreement”) is made and entered by and between Dongsheng International GroupLtd. (the “Investor”) and Antelope Enterprise Holdings Limited (“AEHL”) (each a “Party”, and collectively,the “Parties”) on June 25, 2024 (the “Effective Date”).

RECITALS

WHEREAS ,the Investor and AEHL entered into certain standby equity subscription agreement, dated March 25, 2024 (the “Subscription Agreement”); and

WHEREAS ,Section 2.01 of the Subscription Agreement provides that AEHL shall have the right, but not the obligation, to issue to the Investor,and the Investor shall have the obligation to subscribe for, up to 10,000,000 the Class A ordinary shares (the “Advance Shares”)of AEHL, no par value each (the “Ordinary Shares”) at a certain subscription price; and

WHEREAS ,Section 9.01 of the Subscription Agreement provides that the Subscription Agreement may be terminated at any time by the mutual writtenconsent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent; and

WHEREAS ,AEHL and the Investor desire to terminate the Subscription Agreement as of the Effective Date; and

WHEREAS ,the Investor is willing to waive all claims and liabilities against the AEHL in connection with the Subscription Agreement; and

WHEREAS ,AEHL is willing to waive all claims and liabilities against the Investor in connection with the Subscription Agreement;

NOW,THEREFORE , in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, and incorporating the above “Whereas” clauses in this Agreement,the Parties hereby agree as follows:

1.1.Upon execution of this Agreement, the Parties hereby agree that the Subscription Agreement shall be terminated and such termination shallbe effective as of the Effective Date.

2.1. Construction . The terms of this Agreement and the exhibits annexed hereto are the result of extensive negotiations between theParties. Both Parties shall be deemed to have drawn these documents to avoid any negative inference by any court as against the preparedof this document.

2.2. Releases . Upon execution of this Agreement and the documents referenced herein, the following releases shall become effective:

(a). The Investor’s Release. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the Investor, as to itself and for and on behalf of its past, present and future parent firms and companies, subsidiaries, divisions,affiliates, predecessors and successors, its present and former principals, members, directors, officers, employees, owners, agents,subrogees, insurers, servants, transferees, successors and assigns, and each of them (“Investor’s Releasors”), herebyand forever releases, acquits and discharges AEHL and its parent firms and companies, subsidiaries, divisions, affiliates, predecessorsand successors, its present and former principals, members, directors, officers, employees, owners, agents, subrogees, insurers, servants,attorneys, transferees, successors and assigns, and each of them, of and from any and all actions, causes of action, rights of action,damages, suits, notes, debts, dues, costs, sums of money, obligations, accounts, liabilities, reckonings, bonds, bills, specialties,covenants, contracts, controversies, agreements, promises, variances, trespasses, losses, damages, judgments, extents, executions, claims,and demands whatsoever, whether known or unknown, liquidated or contingent, foreseeable or unforeseeable, and whether or not allegedor made in law, admiralty or equity, that the Investor’s Releasors have, own or hold, or might have had, owned or held, whetherindividually, representatively, derivatively or in any other capacity, from the beginning of the world to the Effective Date based on,arising from or relating to the Subscription Agreement.

(b). AEHL’s Release . For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AEHL,for and on behalf of its past, present and future parent firms and companies, subsidiaries, divisions, affiliates, predecessors and successors,its present and former principals, members, directors, officers, employees, owners, agents, subrogees, insurers, servants, attorneys,transferees, successors and assigns, and each of them, (“AEHL Releasors”), hereby and forever releases, acquits and dischargesSpartan and its parent firms and companies, subsidiaries, divisions, affiliates, predecessors and successors, its present and formerprincipals, members, directors, officers, employees, owners, agents, subrogees, insurers, servants, attorneys, transferees, successorsand assigns, and each of them, of and from any and all actions, causes of action, rights of action, damages, suits, notes, debts, dues,costs, sums of money, obligations, accounts, liabilities, reckonings, bonds, bills, specialties, covenants, contracts, controversies,agreements, promises, variances, trespasses, losses, damages, judgments, extents, executions, claims, and demands whatsoever, whetherknown or unknown, liquidated or contingent, foreseeable or unforeseeable, and whether or not alleged or made in law, admiralty or equity,that the AEHL Releasors have, own or hold, or might have had, owned or held, whether individually, representatively, derivatively orin any other capacity, from the beginning of the world to the Effective Date based on, arising from or relating to the Subscription Agreement.

3.1. Binding on Successors. This Agreement and the covenants and conditions contained herein shall apply to, be binding upon and inureto, the administrators, executors, legal representatives, heirs, distributees, successors, agents and assigns of the Parties hereto.However, this Agreement may not be assigned without the written consent of all of the Parties, and any attempted unauthorized assignmentshall be null and void.

3.2. Authority . Each of the Parties hereto warrants and represents that they are fully empowered to enter into this Agreement. Anyindividual signing this Agreement on behalf of a Party represents and warrants that they have full authority to do so.

3.3. Modification . This Agreement may not be modified, changed, or amended or its provisions waived except by a writing signed by allof the Parties hereto.

3.4. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and allof which shall constitute one instrument. This Agreement may be executed by facsimile signature or pdf copy which shall be treated asan original.

3.5. Severability . The Parties agree that if any provision of this Agreement should become inconsistent with present or future lawhaving jurisdiction over and otherwise properly governing the subject matter of the provision, such provision shall be deemed to be rescindedor modified in accordance with any such law and the intention of the Parties. In all other respects, the Parties agree that the otherprovisions of this Agreement shall continue and remain in full force and effect.

3.6. Governing Law and Venue . The Parties agree that this Agreement shall be governed by and construed in accordance with the lawsof the State of New York applicable to agreements made and to be fully performed therein. Any disputes that arise under this Agreement,will be heard only in the state or federal courts located in the City and County of New York, Borough of Manhattan. The Parties heretoexpressly agree to submit themselves to the jurisdiction of the foregoing courts in the City and County of New York, Borough of Manhattan.The Parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in theCity and County of New York, Borough of Manhattan. Each Party hereto consents to service of process by federal express or other internationallyrecognized express courier at the address used in Section 3.9 of this Agreement. Each Party hereto waives its right to trial by juryand the requirement that it post an undertaking in connection with any award of emergency or preliminary relief by a court. In the eventany Party hereto files suit, the prevailing party in any such proceeding shall be entitled to recover its reasonable attorneys’fees and out of pocket expenses.

3.7. Entire Agreement. This Agreement contains the entire agreement between the Parties hereto with respect to the matters referredto herein. No other representations, covenants, undertakings or other prior or contemporaneous agreements, oral or written, respectingsuch matters, which are not specifically incorporated herein, shall be deemed in any way to exist or bind any of the Parties hereto.The Parties hereto acknowledge that each party has not executed this Agreement in reliance on any such promise, representation, or warranty.

3.8. No Admission of Liability . The Parties recognize that this Agreement is a compromise of disputed claims. Nothing in this Agreementwill be considered evidence or as an admission with respect to liability or the truth of any of the allegations made in connection withthe Parties’ dispute, whether the allegations are of fact or law.

3.9. Notice . Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered to the followingaddresses by e-mail and personally or by internationally recognized express courier service (cost prepaid) or sent by certified mail,postage prepaid and return receipt requested, and shall be deemed given to a party when received by such party:

LeiDeng

CraigmuirChambers, Road Town, Tortola

VG1110, British Virgin Islands

Email:

Witha copy to:

Mr.Edmund Man Hen

Room1802, Block D, Zhonghai International Center,

Hi-TechZone, Chengdu, Sichuan Province, PRC

Email:

Witha copy to:

JoanWu

HunterTaubman Fischer & Li LLC

950Third Avenue, 19 ^th Floor

NewYork, New York 10022

Email :jwu@htflawyers.com

[SignaturePage Follows]

INWITNESS WHEREOF , the Parties agree that this Agreement constitutes their entire agreement, and that they understand its provisionsand requirements, and it is entered into voluntarily and in good faith as of the Effective Date.

Exhibit10.2

STANDBYEQUITY SUBSCRIPTION AGREEMENT

THISSTANDBY EQUITY SUBSCRIPTION AGREEMENT (this “ Agreement ”) dated as of June 25, 2024 is made by and between HongfengInternational Group Ltd., a British Virgin Islands business company with limited liability (the “ Investor ”), and AntelopeEnterprise Holdings Limited, a British Virgin Islands business company with limited liability (the “ Company ”).

WHEREAS, the class A ordinary shares of the Company, no par value (the “ Ordinary Shares ”) are listed for trading on theNasdaq under the symbol “AEHL;”

WHEREAS ,the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to allot andissue to the Investor, and the Investor shall subscribe for up to 10 Million Ordinary Shares (the “ Advance Shares ”)in accordance with this Agreement; and

WHEREAS ,the offer and sale of the Advance Shares issuable hereunder will be made in reliance upon the exemption afforded by Section 4(a)(2) underthe Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “ Securities Act ”),or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or allof the transactions to be made hereunder.

NOW , THEREFORE , the parties hereto agree as follows:

ArticleI. Certain Definitions

“ Advance ”shall mean the allotment and issuance of the Advance Shares by the Company to the Investor pursuant to Article II hereof.

“ AdvanceDate ” shall mean the first Trading Day after expiration of the Pricing Period for the Advance.

“ AdvanceNotice ” shall mean one or multiple written notice(s) in the form of Exhibit A attached hereto to the Investor executed by anofficer of the Company.

“ AdvanceNotice Date ” shall mean the date the Company is deemed to have delivered (in accordance with Section 2.01(b) of this Agreement)the Advance Notice to the Investor, subject to the terms of this Agreement.

“ AdvanceShares ” shall have the meaning set forth in the preamble of this Agreement.

“ Affiliate ”shall have the meaning set forth in Section 3.07.

“ Agreement ”shall have the meaning set forth in the preamble of this Agreement.

“ ApplicableLaws ” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelinesand codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation(i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicablelaws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign CorruptPractices Act of 1977, and (iii) any Sanctions laws.

“ BlackOut Period ” shall have the meaning set forth in Section 6.02(a).

“ BusinessDay ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorizedor required by Applicable Laws to close.

“ ClassB Ordinary Shares ” shall mean Class B ordinary shares, no par value, of the Company.

“ Closing ”shall have the meaning set forth in Section 2.02.

“ ClosingDate ” shall have the meaning set forth in Section 2.02.

“ CommitmentPeriod ” shall mean the period commencing on the Effective Date and expiring upon the date of termination of this Agreementin accordance with Section 10.01.

“ Company ”shall have the meaning set forth in the preamble of this Agreement.

“ CompanyIndemnitees ” shall have the meaning set forth in Section 5.02.

“ ConditionSatisfaction Date ” shall have the meaning set forth in Section 7.01.

“ CurrentReport ” shall have the meaning set forth in Section 6.12.

“ EffectiveDate ” shall mean the date hereof.

“ EffectivePrice ” shall be $1.12.

“ ExchangeAct ” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ GAAP ”shall have the meaning set forth in Section 4.06.

“ IndemnifiedLiabilities ” shall have the meaning set forth in Section 5.01.

“ Investor ”shall have the meaning set forth in the preamble of this Agreement.

“ InvestorIndemnitees ” shall have the meaning set forth in Section 5.01.

“ MarketPrice ” shall mean the average closing price of the Ordinary Shares during the Pricing Period.

“ MaterialAdverse Effect ” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a materialadverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a materialadverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its Subsidiaries,taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basisits obligations under this Agreement.

“ MaterialOutside Event ” shall have the meaning set forth in Section 6.08.

“ OFAC ”shall have the meaning set forth in Section 4.28.

“ OrdinaryShares ” shall have the meaning set forth in the recitals of this Agreement.

“ Person ”shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, includinga government or political subdivision or an agency or instrumentality thereof.

“ Planof Distribution ” shall mean the section of a Registration Statement disclosing the plan of distribution of the Advance Shares.

“ PricingPeriod ” shall mean the three consecutive Trading Days commencing on the Advance Notice Date.

“ PrincipalMarket ” shall mean the Nasdaq Stock Market (including the Capital Market, Global Market and/or the Global Select Market) (the“ Nasdaq ”); provided however, that in the event the Ordinary Shares are ever listed or traded on the New York StockExchange, or the NYSE American, then the “Principal Market” shall mean such other market or exchange on which the OrdinaryShares are then listed or traded to the extent such other market or exchange is the principal trading market or exchange for the OrdinaryShares.

“ Prospectus ”shall mean any prospectus (including, without limitation, all amendments and supplements thereto) used by the Company in connection witha Registration Statement.

“ ProspectusSupplement ” shall mean any prospectus supplement to a Prospectus filed with the SEC from time to time pursuant to Rule 424(b)under the Securities Act, including the documents incorporated by reference therein, including, without limitation, any prospectus supplementto be filed in accordance with Section 6.01 hereof.

“ RegistrableSecurities ” shall mean (i) the Advance Shares, and (ii) any securities issued or issuable with respect to any of the foregoingby way of exchange, share dividend or share split or in connection with a combination or consolidation of shares, recapitalization, merger,consolidation or other reorganization or otherwise.

“ RegistrationStatement ” shall mean a registration statement on Form F-1 or Form F-3 or on such other form promulgated by the SEC for whichthe Company then qualifies and which counsel for the Company shall deem appropriate, and which form shall be available for the registrationof the resale by the Investor of the Registrable Securities under the Securities Act, which registration statement provides for the resalefrom time to time of the Advance Shares as provided herein.

“ RegulationD ” shall mean the provisions of Regulation D promulgated under the Securities Act.

“ Sanctions ”shall have the meaning set forth in Section 4.28.

“ SanctionedCountries ” shall have the meaning set forth in Section 4.28.

“ SEC ”shall mean the U.S. Securities and Exchange Commission.

“ SECDocuments ” shall have the meaning set forth in Section 4.05.

“ SecuritiesAct ” shall have the meaning set forth in the preamble of this Agreement.

“ SettlementDocument ” shall have the meaning set forth in Section 2.02(a).

“ SubscriptionPrice ” shall have the meaning set forth in Section 2.02(c).

“ Subsidiaries ”shall mean any “significant subsidiary” (as defined in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act).

“ TotalPrice ” shall mean the total price payable for the Advance Shares to be allotted and issued under the Advance in accordancewith each Advance Notice, being the Subscription Price multiplied by the number of Advance Shares to be allotted and issued in accordancewith each Advance Notice.

“ TradingDay ” shall mean any day during which the Principal Market shall be open for business.

“ TransactionDocuments ” shall have the meaning set forth in Section 4.02.

“ VWAP ”shall mean for any Trading Day, the daily volume weighted average price of the Ordinary Shares for such Trading Day on the PrincipalMarket during regular trading hours as reported by Bloomberg L.P.

ArticleII. Advances

Section2.01 Advances; Mechanics . Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the Company,at its sole discretion, shall have the right, but not the obligation, to allot and issue to the Investor, and the Investor shall havethe obligation to subscribe for, in part or in whole, the Advance Shares by the delivery to the Investor of an or multiple Advance Notice(s)on the following terms:

Section2.02 Closing . The closing of each Advance and the allotment and issue of the Advance Shares (the “ Closing ”)shall take place as soon as practicable on or after such Advance Date in accordance with the procedures set forth below (each, a “ ClosingDate ”). The parties acknowledge that the Total Price in respect of the Advance is not known at the time each Advance Noticeis delivered (at which time the Investor is irrevocably bound) but shall be determined on the Closing Date based on the formula as setforth further below. In connection with the Closing, the Company and the Investor shall fulfill each of its obligations as set forthbelow:

Section2.03 Hardship .

Section2.04 Completion of Resale Pursuant to the Registration Statement . After the Investor has subscribed for the Advance Shares andhas completed the subsequent resale of the Advance Shares pursuant to the Registration Statement, the Investor will notify the Companyin writing (which may be by e-mail) that all resales of the Advance Shares are completed and the Company will be under no further obligationto maintain the effectiveness of the Registration Statement.

ArticleIII. Representations and Warranties of the Investor

TheInvestor represents and warrants to the Company, as of the date hereof, as of the Advance Notice Date and as of the Advance Date that:

Section3.01 Organization and Authorization . The Investor is organized and validly existing under the laws of its jurisdiction of organizationand has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to subscribe foror acquire the Advance Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of this Agreementby the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactionscontemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. This Agreement has been dulyexecuted and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitutethe legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Section3.02 Evaluation of Risks . The Investor has such knowledge and experience in financial, tax and business matters as to be capableof evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Ordinary Shares of the Companyand of protecting its interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that itsinvestment in the Company involves a high degree of risk, and that the Investor may lose all or a part of its investment.

Section3.03 No Legal, Investment or Tax Advice from the Company . The Investor acknowledges that it had the opportunity to review thisAgreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investoris relying solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’srepresentatives or agents for legal, tax, investment or other advice with respect to the Investor’s subscription for the AdvanceShares hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges thatthe Investor may lose all or a part of its investment.

Section3.04 Investment Purpose . The Investor is subscribing for or acquiring the Advance Shares for its own account, for investment purposesand not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registeredunder or exempt from the registration requirements of the Securities Act; provided, however, that by making the representations herein,the Investor does not agree, or make any representation or warranty, to hold any of the Advance Shares for any minimum or other specificterm and reserves the right to dispose of the Advance Shares at any time in accordance with, or pursuant to, a Registration Statementfiled pursuant to this Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreementor understanding, directly or indirectly, with any Person to sell or distribute any of the Advance Shares. The Investor acknowledgesthat it will be disclosed as an “underwriter” and a “selling stockholder” in each Registration Statement andin any prospectus contained therein to the extent required by Applicable Law and to the extent the prospectus is related to the resaleof Registrable Securities.

Section3.05 Accredited Investor . The Investor is an “ Accredited Investor ” as that term is defined in Rule 501(a)(3)of Regulation D.

Section3.06 Information . The Investor and its advisors (including its counsel), if any, have been furnished with all materials relatingto the business, finances and operations of the Company and information the Investor deemed material to making an informed investmentdecision. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its managementand have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investoror its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely onthe Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Companyhas not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties ofthe Company, its employees or any third party other than the representations and warranties of the Company contained in this Agreement.The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice,as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby.

Section3.07 Not an Affiliate . The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries,controls or is controlled by, or is under common control with the Company or any “ Affiliate ” of the Company (as thatterm is defined in Rule 405 promulgated under the Securities Act).

Section3.08 No Prior Short Sales . At no time prior to the date of this Agreement has the Investor, its shareholder, any of their respectiveofficers, or any entity managed or controlled by the Investor or its shareholder, engaged in or effected, in any manner whatsoever, directlyor indirectly, for its own principal account, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHOof the Exchange Act) of the Ordinary Shares or (ii) hedging transaction, in either case which establishes a net short position with respectto the Ordinary Shares that remains in effect as of the date of this Agreement.

Section3.9 Ownership . As of the date of this Agreement, the Investor and its Affiliates (as calculated pursuant to Section 13(d) of theExchange Act and Rule 13d-3 promulgated thereunder) do not own or have a beneficial interest in any Ordinary Shares.

Section3.10 No Conflicts . The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investorof the transactions contemplated hereby do not and shall not (i) result in a violation of such Investor’s applicable organizationalinstruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default)under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deedof trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Investor is a party or is bound, or(iii) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree ofany court or governmental agency applicable to the Investor or by which any of its properties or assets are bound or affected, except,in the case of clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violationsas would not, individually or in the aggregate, prohibit or otherwise interfere with, in any material respect, the ability of the Investorto enter into and perform its obligations under this Agreement.

Section3.11 Reliance on Exemptions . The Investor understands that the Advance Shares are being offered and sold to it in reliance onspecific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in partupon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgmentsand understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility ofthe Investor to acquire the Advance Shares.

Section3.12 No Governmental Review . The Investor understands that no United States federal or state agency or any other government orgovernmental agency has passed on or made any recommendation or endorsement of the Advance Shares or the fairness or suitability of theinvestment in the Advance Shares nor have such authorities passes upon or endorsed the merits of the offering of the Advance Shares.

Section3.13 Resale of Advance Shares . The Investor represents, warrants and covenants that, except with respect to any Advance Sharesthat may be sold pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the SecuritiesAct, it will resell the Advance Shares only pursuant to a Registration Statement in which the resale of such Advance Shares is registeredunder the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement,and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation,any applicable prospectus delivery requirements of the Securities Act.

ArticleIV. Representations and Warranties of the Company

Exceptas set forth in the SEC Documents, the Company represents and warrants to the Investor that, as of the date hereof, the Advance NoticeDate and the Advance Date (other than representations and warranties which address matters only as of a certain date, which shall betrue and correct as written as of such certain date):

Section4.01 Organization and Qualification . Each of the Company and its Subsidiaries is an entity duly organized and validly existingunder the laws of its respective jurisdiction of organization, and has the requisite power and authority to own its properties and tocarry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do business and is in goodstanding (to the extent such concept exists in the relevant jurisdiction) in every jurisdiction in which the nature of the business conductedby it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing (to the extentsuch concept exists in the relevant jurisdiction) would not have a Material Adverse Effect.

Section4.02 Authorization, Enforcement, Compliance with Other Instruments. Subject to the Company having in force at all material timesapproval from the shareholders of the Company for the directors to exercise any power of the Company to issue the Ordinary Shares: (a)the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the otherTransaction Documents and to allot and issue the Advance Shares in accordance with the terms hereof and thereof; and (b) the executionand delivery by the Company of this Agreement and the other Transaction Documents, and the consummation by the Company of the transactionscontemplated hereby and thereby (including, without limitation, the issuance of the Advance Shares) have been or (with respect to consummation)will be duly authorized by the Company’s board of directors. This Agreement and the other Transaction Documents to which the Companyis a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the executionand delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid andbinding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceabilitymay be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or otherlaws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights toindemnification and to contribution may be limited by federal or state securities law. “ Transaction Documents ” means,collectively, this Agreement, the Advance Notice delivered pursuant to this Agreement and such other agreement or instrument designatedby the parties in writing as a Transaction Document, as may be amended from time to time.

Section4.03 Authorization of the Advance Shares . Subject to the Company having at all material times in force approval from the shareholdersof the Company for the directors to exercise any power of the Company to issue Ordinary Shares, the Advance Shares to be issued underthis Agreement have been, or will be, when issued and delivered pursuant to the terms, approved by the board of directors of the Companyor a duly authorized committee thereof, against payment therefor as provided herein, duly and validly authorized and issued and fullypaid, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptiverights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the ExchangeAct. The Advance Shares, when issued, will conform to the description thereof set forth in or incorporated into the Prospectus.

Section4.04 No Conflict . The execution, delivery and performance of the Transaction Documents by the Company and the consummation bythe Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Advance Shares) willnot (i) result in a violation of the constitution, articles of incorporation or other organizational documents of the Company or itsSubsidiaries (with respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplatedhereby are consummated), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would becomea default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture orinstrument to which the Company or its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgmentor decree (including federal and state securities laws and regulations) applicable to the Company or its Subsidiaries or by which anyproperty or asset of the Company or its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extentsuch violations that would not reasonably be expected to have a Material Adverse Effect.

Section4.05 SEC Documents; Financial Statements . Since December 31, 2022, the Company has timely filed (giving effect to permissibleextensions in accordance with Rule 12b-25 under the Exchange Act) all reports, schedules, forms, statements and other documents requiredto be filed by it with the SEC pursuant to the Exchange Act, including, without limitation, the Current Report, each Registration Statement,as the same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto, and all informationcontained in such filings and all documents and disclosures that have been or may in the future be incorporated by reference therein(all such documents hereinafter referred to as the “ SEC Documents ”). The Company has made available to the Investorthrough the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents, as applicable. Except as disclosedin amendments or subsequent filings to the SEC Documents, as of its filing date (or, if amended or superseded by a filing prior to thedate hereof, on the date of such amended or superseded filing), each SEC Documents complied in all material respects with the requirementsof the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicableto the SEC Documents, and did not contain any untrue statement of a material fact or omitted to state a material fact required to bestated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, notmisleading.

Section4.06 Financial Statements . The consolidated financial statements of the Company included or incorporated by reference in the SECDocuments, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial positionof the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in shareholders’equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act andExchange Act and in conformity with generally accepted accounting principles in the United States (“ GAAP ”) appliedon a consistent basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case ofunaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may becondensed or summary statements and (iii) such adjustments which are not material, either individually or in the aggregate) during theperiods involved; the other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporatedby reference in the SEC Documents are accurately and fairly presented and prepared on a basis consistent with the financial statementsand books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included orincorporated by reference in the SEC Documents that are not included or incorporated by reference as required; the Company and the Subsidiariesdo not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not describedin the SEC Documents (excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the SEC Documentsregarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply inall material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Section4.07 Registration Statement and Prospectus . A Registration Statement relating to the offer and sale of the Advance Shares as contemplatedhereby, if and when filed, will meet the requirements of Rule 415 under the Securities Act and comply in all material respects with saidRule. Any statutes, regulations, contracts or other documents that are required to be described in a Registration Statement or a Prospectus,or any amendment or supplement thereto, or to be filed as exhibits to a Registration Statement have been so described or filed. Copiesof each Registration Statement, any Prospectus, and any such amendments or supplements thereto and all documents incorporated by referencetherein that were filed with the Commission on or prior to the date of this Agreement are available through EDGAR to the Investor andits counsel. The Company has not distributed and, prior to the Advance Date and completion of the distribution of the Advance Shares,will not distribute any offering material in connection with the offering or sale of the Advance Shares other than a Registration Statement,Prospectus contained therein, and any Prospectus Supplement.

Section4.08 No Misstatement or Omission . The Registration Statement, when it became or becomes effective, and any Prospectus, on thedate of such Prospectus or any amendment or supplement thereto, conformed and will conform in all material respects with the requirementsof the Securities Act. At the Advance Date, the Registration Statement, and the Prospectus, as of such date, will conform in all materialrespects with the requirements of the Securities Act. The Registration Statement, when it became or becomes effective, did not, and willnot, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to makethe statements therein not misleading. The Prospectus did not, or will not, include an untrue statement of a material fact or omit tostate a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.The documents incorporated by reference in a Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporatedby reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a materialfact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances underwhich they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in relianceupon, and in conformity with, information furnished to the Company by the Investor specifically for use in the preparation thereof.

Section4.09 Conformity with Securities Act and Exchange Act . The Registration Statement, the Prospectus, or any amendment or supplementthereto, and the documents incorporated by reference in the Registration Statement, Prospectus or any amendment or supplement thereto,when such documents were or are filed with the SEC under the Securities Act or the Exchange Act or became or become effective under theSecurities Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act andthe Exchange Act, as applicable.

Section4.10 Capitalization . As of the date immediately prior to the date of this Agreement, the Company has 7,959,441 Ordinary Sharesand 2,305,497 Class B Ordinary Shares issued and outstanding.

TheOrdinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are currently listed on a Principal Market under thetrading symbol “AEHL.” The Company has taken no action designed to, or likely to have the effect of, terminating the registrationof the Ordinary Shares under the Exchange Act, delisting the Ordinary Shares from the Principal Market, nor has the Company receivedany notification that the Commission or the Principal Market that it is contemplating terminating such registration or listing. To theCompany’s knowledge, it is in compliance with all applicable listing requirements of the Principal Market.

Section4.11 Intellectual Property Rights . The Company and its Subsidiaries own or possess adequate rights or licenses to use all materialtrademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,approvals, governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted,except as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written notice of any infringementby the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, servicenames, service marks, service mark registrations, or trade secrets, except as would not cause a Material Adverse Effect. To the knowledgeof the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatenedagainst the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, servicenames, service marks, service mark registrations, trade secret or other infringement; and, except as would not cause a Material AdverseEffect, the Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

Section4.12 Employee Relations . Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledgeof the Company or any of its Subsidiaries, has any such dispute been threatened since January 1, 2020, in each case which is reasonablylikely to cause a Material Adverse Effect.

Section4.13 Title . Except as would not cause a Material Adverse Effect, the Company (or its Subsidiaries) has indefeasible fee simpleor leasehold title to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance,claim or equitable interest, other than such as are not material to the business of the Company. Any real property and facilities heldunder lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptionsas are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company andits Subsidiaries.

Section4.14 Insurance . Except as would not cause a Material Adverse Effect, the Company and each of its Subsidiaries are insured by insurersof recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to beprudent and customary in the businesses in which the Company and its Subsidiaries are engaged. The Company has no reason to believe thatit will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similarinsurers as may be necessary to continue its business at a cost except as would not cause a Material Adverse Effect.

Section4.15 Regulatory Permits . Except as would not cause a Material Adverse Effect, the Company and its Subsidiaries possess all materialcertificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to owntheir respective businesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relatingto the revocation or modification of any such certificate, authorization or permits.

Section4.16 Internal Accounting Controls . Except as disclosed in the SEC Document, the Company (a) maintains a system of internal accountingcontrols sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s generalor specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity withgenerally accepted accounting principles and to maintain accountability for the assets of the Company and its Subsidiaries, (iii) accessto assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountabilityfor assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any materialdifferences, and (b) is not aware of any material weaknesses in the system of internal accounting controls utilized or maintained bythe Company or its Subsidiaries.

Section4.17 Absence of Litigation . There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,government agency, self-regulatory organization or body pending against or, to the Company’s knowledge, affecting the Company,the Ordinary Shares or any of the Company’s Subsidiaries, wherein an unfavorable decision, ruling or finding would have a MaterialAdverse Effect.

Section4.18 Tax Status . Except as would not cause a Material Adverse Effect, each of the Company and its Subsidiaries (i) has timelymade or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdictionto which it is subject, (ii) has timely paid all taxes and other governmental assessments and charges in amount shown or determined tobe due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provisionreasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarationsapply.

Section4.19 Certain Transactions . Except as disclosed in the SEC Documents, none of the officers or directors of the Company is presentlya party to any material transaction with the Company (other than for services as employees, officers and directors), including any contract,agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property toor from, or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company, any corporation, partnership,trust or other entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner.

Section4.20 Rights of First Refusal . Except for as disclosed in the SEC Document, the Company is not obligated to offer the OrdinaryShares offered hereunder on a right of first refusal basis to any third parties including, but not limited to, current or former shareholdersof the Company, underwriters, brokers, agents or other third parties.

Section4.21 Dilution . The Company is aware and acknowledges that issuance of Ordinary Shares hereunder could cause dilution to existingshareholders and could significantly increase the outstanding number of Ordinary Shares.

Section4.22 Acknowledgment Regarding Investor’s Subscription for Advance Shares . The Company acknowledges and agrees that the Investoris acting solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder.The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similarcapacity) with respect to this Agreement and the transactions contemplated hereunder and any advice given by the Investor or any of itsrepresentatives or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’ssubscription for the Advance Shares hereunder. The Company is aware and acknowledges that it shall not be able to request the Advanceunder this Agreement if the Registration Statement is not effective or if any issuance of Ordinary Shares pursuant to the Advance wouldviolate any rules of the Principal Market.

Section4.23 Finder’s Fees . Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees,brokerage commissions or similar payments in connection with the transactions herein contemplated.

Section4.24 Relationship of the Parties . Neither the Company, nor to the Company’s knowledge, any of its Subsidiaries, affiliates,nor any person acting on its or their behalf is a client or customer of the Investor or any of its Affiliates and neither the Investornor any of its Affiliates has provided, or will provide, any services to the Company or any of its Affiliates, its subsidiaries, or anyperson acting on its or their behalf. The Investor’s relationship to Company is solely as an investor as provided for in the TransactionDocuments.

Section4.25 Operations . Except as would not have a Material Adverse Effect: (i) the operations of the Company and its Subsidiaries areand have, since December 31, 2021, been conducted in compliance with Applicable Law; (ii) neither the Company nor the Subsidiaries, nor,to the Company’s knowledge, any person acting on behalf of the Company or any Subsidiary, has not complied with Applicable Law;and (iii) no action, suit or proceeding by or before any governmental authority involving the Company or any of its Subsidiaries withrespect to Applicable Laws is pending or, to the knowledge of the Company, threatened.

Section4.26 Compliance with Laws . Except as would not have a Material Adverse Effect, the Company and each of its Subsidiaries are incompliance with Applicable Laws. Since December 31, 2021, the Company has not received a notice of non-compliance, nor knows of, norhas reasonable grounds to know of, any facts that the Company or any Subsidiary nor, to the Company’s actual knowledge, any personacting on behalf of the Company or any Subsidiary has, has not complied with Applicable Laws, or could give rise to a notice of non-compliancewith Applicable Laws, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmentalposition; in each case that would have a Material Adverse Effect.

Section4.27 Sanctions Matters . Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director, officeror controlled Affiliate of the Company or any director or officer of any Subsidiary, is a Person that is, or is 50 percent or more ownedor, where relevant under applicable Sanctions, controlled by a Person that is (i) the subject of any sanctions administered or enforcedby the U.S. Department of Treasury’s Office of Foreign Assets Control (“ OFAC ”), the United Nations SecurityCouncil, the European Union or His Majesty’s Treasury, including, without limitation, designation on OFAC’s Specially DesignatedNationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List (collectively, “ Sanctions ”), or(ii) organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that countryor territory (currently, the Crimea region, the Donetsk People’s Republic and Luhansk People’s Republic in Ukraine, Cuba,Iran, North Korea, and Syria (the “ Sanctioned Countries ”)). Neither the Company nor any of its Subsidiaries will,directly or indirectly, use the proceeds from the sale of Advance Shares, or lend, contribute or otherwise make available such proceedsto any Subsidiary, joint venture partner or other Person (a) for the purpose of funding or facilitating any activities or business ofor with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or isa Sanctioned Country, in violation of applicable Sanctions, or (b) in any other manner that will result in a violation of Sanctions orApplicable Laws by any Person participating in the transactions contemplated by this Agreement, whether as underwriter, advisor, investoror otherwise). For the past five years, neither the Company nor any of its Subsidiaries has engaged in, and is now not engaged in, anydealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was thesubject of Sanctions or was a Sanctioned Country in violations of applicable Sanctions.

ArticleV. Indemnification

TheInvestor and the Company represent to the other the following with respect to itself:

Section5.01 Indemnification by the Company . In consideration of the Investor’s execution and delivery of this Agreement and acquiringthe Advance Shares hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shalldefend, protect, indemnify and hold harmless the Investor and each of their respective officers, directors, managers, members, partners,employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement)and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively,the “ Investor Indemnitees ”) from and against any and all actions, causes of action, suits, claims, losses, costs,penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether anysuch Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’fees and disbursements (the “ Indemnified Liabilities ”), incurred by the Investor Indemnitees or any of them as a resultof, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the RegistrationStatement for the registration of the Advance Shares as originally filed or in any amendment thereof, or in any related prospectus, orin any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein amaterial fact required to be stated therein or necessary to make the statements therein not misleading; provided , however ,that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or isbased upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and inconformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b)any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement orany other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, materialagreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplatedhereby or thereby. To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Companyshall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible underApplicable Law.

Section5.02 Indemnification by the Investor . In consideration of the Company’s execution and delivery of this Agreement, and inaddition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and holdharmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retainedin connection with the transactions contemplated by this Agreement) and each person who controls the Company within the meaning of Section15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “ Company Indemnitees ”) from and againstany and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relatingto (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registrationof the Advance Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplementthereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinor necessary to make the statements therein not misleading; provided , however , that the Investor will only be liable forwritten information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in thedocuments referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damageor liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission madetherein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specificallyfor inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement orany instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligationof the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executedby the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investorshall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible underApplicable Laws.

Section5.03 Notice of Claim . Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement ofany action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemniteeor Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifyingparty under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notifythe indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudicedby such failure. 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 reasonablysatisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, thatan Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third partyfees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee 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 Investor Indemniteeor Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such InvestorIndemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or CompanyIndemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claimby the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemniteeor Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemniteereasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shallbe liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that theindemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior writtenconsent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromisewhich does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or CompanyIndemnitee 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 Investor Indemnitee or Company Indemnitee with respect to all third parties,firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article Vshall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are receivedand payment therefor is due.

Section5.04 Remedies . The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which maybe available to any indemnified person at law or equity. The obligations of the parties to indemnify or make contribution under thisArticle V shall survive expiration or termination of this Agreement.

Section5.05 Limitation of liability . Notwithstanding the foregoing, no party shall be entitled to recover from the other party punitive,indirect, incidental or consequential damages.

ArticleVI.

Covenants

TheCompany covenants with the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for thebenefit of the other party, during the Commitment Period:

Section6.01 Registration Statement .

Section6.02 Suspension of Registration Statement .

Section6.03 Listing of Ordinary Shares . As of the Advance Date, the Advance Shares to be allotted and issued by the Company hereunderwill have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to officialnotice of issuance.

Section6.04 Opinion of Counsel . Prior to the date of the delivery by the Company of the Advance Notice, the Investor shall have receivedan opinion letter from counsel to the Company in form and substance reasonably satisfactory to the Investor.

Section6.05 Exchange Act Registration . The Company will file in a timely manner all reports and other documents required of it as a reportingcompany under the Exchange Act and will not take any action or file any document (whether or not permitted by Exchange Act or the rulesthereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act.

Section6.06 Transfer Agent Instructions . During the Commitment Period (or such shorter time as permitted by Section 2.04 of this Agreement)and subject to Applicable Laws, the Company shall cause (including, if necessary, by causing legal counsel for the Company to deliveran opinion) the transfer agent for the Ordinary Shares to remove restrictive legends from Ordinary Shares subscribed for by the Investorpursuant to this Agreement, provided that counsel for the Company shall have been furnished with such documents as they may require forthe purpose of enabling them to render the opinions or make the statements requested by the transfer agent, or in order to evidence theaccuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, containedherein.

Section6.07 Corporate Existence . The Company will use commercially reasonable efforts to preserve and continue the corporate existenceof the Company during the Commitment Period.

Section6.08 Notice of Certain Events Affecting Registration; Suspension of Right to Make the Advance . The Company will promptly notifythe Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a RegistrationStatement or related Prospectus (in each of which events the information provided to Investor will be kept strictly confidential by theInvestor): (i) except for requests made in connection with SEC investigations disclosed in the SEC Documents, receipt of any requestfor additional information by the SEC or any other Federal or state governmental authority in respect of the Registration Statement orrelated Prospectus during the period of effectiveness of the Registration Statement or any request for amendments or supplements to theRegistration Statement or related Prospectus; (ii) the issuance by the SEC or any other Federal governmental authority of any stop ordersuspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of anynotification with respect to the suspension of the qualification or exemption from qualification of any of the Advance Shares for salein any jurisdiction or the initiation or written threat of any proceeding for such purpose; (iv) the happening of any event that makesany statement made in the Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated thereinby reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related Prospectusor documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omitto state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in thecase of the related Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact requiredto be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,or of the necessity to amend the Registration Statement or supplement a related Prospectus to comply with the Securities Act or any otherlaw (and the Company will promptly make available to the Investor any such supplement or amendment to the related Prospectus); (v) theCompany’s reasonable determination that a post-effective amendment to the Registration Statement would be required under ApplicableLaw; (vi) the Ordinary Shares shall cease to be authorized for listing on the Principal Market; or (vii) the Company fails to file ina timely manner all reports and other documents required of it as a reporting company under the Exchange Act. The Company shall not deliverto the Investor the Advance Notice, and the Company shall not sell the Advance Shares pursuant to any pending Advance Notice (other thanas required pursuant to Section 2.02(d)), during the continuation of any of the foregoing events (each of the events described in theimmediately preceding clauses (i) through (vii), inclusive, a “ Material Outside Event ”).

Section6.09 Consolidation . If the Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidationof the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity before the transactioncontemplated in the Advance Notice has been closed in accordance with Section 2.02 hereof, and all Advance Shares in connection withthe Advance have been received by the Investor.

Section6.10 Issuance of the Company’s Ordinary Shares. The allotment and issuance of the Ordinary Shares hereunder shall be madein accordance with the provisions and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law.

Section6.11 Expenses . The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated,will pay all expenses incidental to the performance of its obligations hereunder, including but not limited to (i) the preparation, printingand filing of the Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplementthereto; (ii) the preparation, issuance and delivery of the Advance Shares issued pursuant to this Agreement, (iii) all fees and disbursementsof the Company’s counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’scounsel, accountants and other advisors), (iv) the qualification of the Advance Shares under securities laws in accordance with the provisionsof this Agreement, including filing fees in connection therewith, (v) the fees and expenses incurred in connection with the listing orqualification of the Advance Shares for trading on the Principal Market, or (vi) filing fees of the SEC and the Principal Market.

Section6.12 Current Report. The Company shall, not later than 5:30 p.m., New York City time, on the fourth business day after the dateof this Agreement, furnish with the SEC a current report on Form 6-K disclosing the execution of this Agreement by the Company and theInvestor (including any exhibits thereto, the “ Current Report ”). The Company shall provide the Investor and its legalcounsel a reasonable opportunity to comment on any description of this Agreement contained in a draft of the Current Report, includingany exhibit to be furnished thereto, as applicable, prior to furnishing the Current Report with the SEC and shall give reasonable considerationto such comments. From and after furnishing the Current Report with the SEC, the Company shall have publicly disclosed all material,non-public information delivered to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries,or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplatedby the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respectiveofficers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Companyor any of its Subsidiaries without the express prior written consent of the Investor (which may be granted or withheld in the Investor’ssole discretion); it being understood that the mere notification of Investor required pursuant to clause (iv) of Section 6.08 shall notin and of itself be deemed to be material, non-public information. Notwithstanding anything contained in this Agreement to the contrary,the Company expressly agrees that it shall publicly disclose in the Current Report or otherwise make publicly available any informationcommunicated to the Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the transactions contemplatedherein, which, following the Effective Date hereof would, if not so disclosed, constitute material, non-public information regardingthe Company or its Subsidiaries. The Company understands and confirms that the Investor will rely on the foregoing representations ineffecting resales of the Advance Shares under a Registration Statement. 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 contemplatedby the Transaction Documents under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of theirrespective officers, directors, Affiliates, employees or agents, on the one hand, and Investor or any of its respective officers, directors,Affiliates, employees or agents, on the other hand, shall terminate.

Section6.13 Advance Notice Limitation . The Company shall not deliver the Advance Notice if a shareholder meeting or corporate actiondate, or the record date for any shareholder meeting or any corporate action, would fall during the period beginning two Trading Daysprior to the date of delivery of the Advance Notice and ending two Trading Days following the Closing of the Advance.

Section6.14 Use of Proceeds . The proceeds from the sale of the Advance Shares by the Company to Investor shall be used by the Companyin the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto)and any Prospectus Supplement thereto filed pursuant to this Agreement.

Section6.15 Compliance with Laws . The Company shall comply in all material respects with all Applicable Laws.

Section6.16 Market Activities . Neither the Company, nor any Subsidiary, nor any of their respective officers, directors or controllingpersons will, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably beexpected to constitute or result, in the stabilization or manipulation of the price of any security of the Company to facilitate thesale or resale of the Ordinary Shares or (ii) sell, bid for, or purchase the Ordinary Shares in violation of Regulation M, or pay anyoneany compensation for soliciting subscriptions for the Advance Shares.

Section6.17 Selling Restrictions . Except as expressly set forth below, the Investor covenants that from and after the date hereof throughand including the Trading Day next following the expiration or termination of this Agreement as provided in Section 10.01 (the “ RestrictedPeriod ”), none of the Investor nor any of its directors, officers, employees and related persons, or any entity managed orcontrolled by the Investor (collectively, the “ Restricted Persons ” and each of the foregoing is referred to hereinas a “ Restricted Person ”) shall, directly or indirectly, engage in any “short sale” (as such term is definedin Rule 200 of Regulation SHO of the Exchange Act) of the Ordinary Shares, either for its own principal account or for the principalaccount of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained hereinshall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period fromselling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Advance Shares, including selling such numberof Advance Shares that such Restricted Person is unconditionally obligated to purchase pursuant to this Agreement.

Section6.18 Assignment . This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successorsand permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or anyof its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuantto this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or anyright arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent ofthe other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force oreffect. Without the consent of the Investor, the Company shall not have the right to assign or transfer any of its rights, or provideany third party the right to bind or obligate the Company, to deliver the Advance Notice or effect Advance hereunder.

ArticleVII.

Conditionsfor Delivery of Advance Notice

Section7.01 Conditions Precedent to the Right of the Company to Deliver the Advance Notice . The right of the Company to deliver the AdvanceNotice and the obligations of the Investor hereunder with respect to the Advance are subject to the satisfaction or waiver, on the AdvanceNotice Date (a “ Condition Satisfaction Date ”), of each of the following conditions:

ArticleVIII.

Choiceof Law/Jurisdiction

ThisAgreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement or the transactionscontemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed,governed and enforced under and solely in accordance with the substantive and procedural laws of the State of New York, in each caseas in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly withinthe State of New York. The Parties further agree that any action between them shall be heard in New York County, New York, and expresslyconsent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the United States DistrictCourt of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuantto this Agreement.

EACHPARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGALPROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, THE PERFORMANCETHEREOF OR THE FINANCINGS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIESTHAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCEDTO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

ArticleIX. Termination

Section9.01 Termination .

ArticleX. Notices

Otherthan with respect to the Advance Notice, which must be in writing delivered in accordance with Section 2.01(b) and will be deemed deliveredon the day set forth in Section 2.01(b), any notices, consents, waivers, or other communications required or permitted to be given underthe 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 e-mail if sent on a Business Day, or, if not sent on a Business Day, on the immediately following BusinessDay; (iii) 5 days after being sent by U.S. certified mail, return receipt requested, (iv) 1 day after deposit with a nationally recognizedovernight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications (exceptfor Advance Notices which shall be delivered in accordance with Exhibit A hereof) shall be:

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

ArticleXI. Miscellaneous

Section11.01 Counterparts . This Agreement may be executed in identical counterparts, both which shall be considered one and the sameagreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile orother electronically scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000,Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g. , www.docusign.com),including by e-mail attachment, shall be deemed to have been duly and validly delivered and be valid and effective for all purposes ofthis Agreement.

Section11.02 Entire Agreement; Amendments . This Agreement supersedes all other prior oral or written agreements between the Investor,the Company, their respective Affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreementcontains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein,neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provisionof this Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement.

Section11.03 Reporting Entity for the Ordinary Shares . The reporting entity relied upon for the determination of the trading price ortrading volume of the Ordinary Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successorthereto. The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.

Section11.04 Fees and Expenses . Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants,appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby.

Section11.05 Brokerage . Each of the parties hereto represents that it has had no dealings in connection with this transaction with anyfinder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor,on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claimingbrokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying partyin connection with this Agreement or the transactions contemplated hereby.

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INWITNESS WHEREOF , the parties hereto have caused this Standby Equity Subscription Agreement to be executed by the undersigned, thereuntoduly authorized, as of the date first set forth above.

EXHIBITA

ADVANCENOTICE

AntelopeEnterprise Holdings Limited

Dated: ______________

Theundersigned, _______________________, hereby certifies, with respect to the sale of Ordinary Shares of Antelope Enterprise Holdings Limited(the “ Company ”) issuable in connection with this Advance Notice, delivered pursuant to that certain Standby EquitySubscription Agreement, dated as of [  ] (the “ Agreement ”), as follows (with capitalized terms used herein withoutdefinition having the same meanings as given to them in the Agreement):

1.The undersigned is the duly appointed ______________ of the Company.

2.There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file apost-effective amendment to the Registration Statement.

3.The Company has performed in all material respects all covenants and agreements to be performed by the Company contained in the Agreementon or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.

4.The number of Advance Shares the Company is requesting is _____________________.

5.The number of Ordinary Shares issued in the capital of the Company as of the date hereof is ___________.

Theundersigned has executed this Advance Notice for and on behalf of the Company as of the date first set forth above.

Pleasedeliver this Advance Notice by email to:

Email:

Attention:

ConfirmationTelephone Number:

EXHIBITB

FORMOF SETTLEMENT DOCUMENT

VIAEMAIL

AntelopeEnterprise Holdings Limited

Pleaseissue the total number of Advance Shares due to the Investor to the account of the Investor as follows:

Exhibit 10.1

TERMINATION AND MUTUAL RELEASE AGREEMENT

This TERMINAITON AND MUTUAL RELEASE AGREEMENT (the “Agreement”) is made and entered by and between Dongsheng International Group Ltd. (the “Investor”) and Antelope Enterprise Holdings Limited (“AEHL”) (each a “Party”, and collectively, the “Parties”) on June 25, 2024 (the “Effective Date”).

RECITALS

WHEREAS, the Investor and AEHL entered into certain standby equity subscription agreement, dated March 25, 2024 (the “Subscription Agreement ”); and

WHEREAS, Section 2.01 of the Subscription Agreement provides that AEHL shall have the right, but not the obligation, to issue to the Investor, and the Investor shall have the obligation to subscribe for, up to 10,000,000 the Class A ordinary shares (the “Advance Shares”) of AEHL, no par value each (the “Ordinary Shares”) at a certain subscription price; and

WHEREAS, Section 9.01 of the Subscription Agreement provides that the Subscription Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent; and

WHEREAS, AEHL and the Investor desire to terminate the Subscription Agreement as of the Effective Date; and

WHEREAS, the Investor is willing to waive all claims and liabilities against the AEHL in connection with the Subscription Agreement; and

WHEREAS, AEHL is willing to waive all claims and liabilities against the Investor in connection with the Subscription Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and incorporating the above “Whereas” clauses in this Agreement, the Parties hereby agree as follows:

1.1. Upon execution of this Agreement, the Parties hereby agree that the Subscription Agreement shall be terminated and such termination shall be effective as of the Effective Date.

2.1. Construction. The terms of this Agreement and the exhibits annexed hereto are the result of extensive negotiations between the Parties. Both Parties shall be deemed to have drawn these documents to avoid any negative inference by any court as against the prepared of this document.

2.2. Releases. Upon execution of this Agreement and the documents referenced herein, the following releases shall become effective:

(a). The Investor’s Release. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investor, as to itself and for and on behalf of its past, present and future parent firms and companies, subsidiaries, divisions, affiliates, predecessors and successors, its present and former principals, members, directors, officers, employees, owners, agents, subrogees, insurers, servants, transferees, successors and assigns, and each of them (“Investor’s Releasors”), hereby and forever releases, acquits and discharges AEHL and its parent firms and companies, subsidiaries, divisions, affiliates, predecessors and successors, its present and former principals, members, directors, officers, employees, owners, agents, subrogees, insurers, servants, attorneys, transferees, successors and assigns, and each of them, of and from any and all actions, causes of action, rights of action, damages, suits, notes, debts, dues, costs, sums of money, obligations, accounts, liabilities, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, losses, damages, judgments, extents, executions, claims, and demands whatsoever, whether known or unknown, liquidated or contingent, foreseeable or unforeseeable, and whether or not alleged or made in law, admiralty or equity, that the Investor’s Releasors have, own or hold, or might have had, owned or held, whether individually, representatively, derivatively or in any other capacity, from the beginning of the world to the Effective Date based on, arising from or relating to the Subscription Agreement.

(b). AEHL’s Release. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AEHL, for and on behalf of its past, present and future parent firms and companies, subsidiaries, divisions, affiliates, predecessors and successors, its present and former principals, members, directors, officers, employees, owners, agents, subrogees, insurers, servants, attorneys, transferees, successors and assigns, and each of them, (“AEHL Releasors”), hereby and forever releases, acquits and discharges Spartan and its parent firms and companies, subsidiaries, divisions, affiliates, predecessors and successors, its present and former principals, members, directors, officers, employees, owners, agents, subrogees, insurers, servants, attorneys, transferees, successors and assigns, and each of them, of and from any and all actions, causes of action, rights of action, damages, suits, notes, debts, dues, costs, sums of money, obligations, accounts, liabilities, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, losses, damages, judgments, extents, executions, claims, and demands whatsoever, whether known or unknown, liquidated or contingent, foreseeable or unforeseeable, and whether or not alleged or made in law, admiralty or equity, that the AEHL Releasors have, own or hold, or might have had, owned or held, whether individually, representatively, derivatively or in any other capacity, from the beginning of the world to the Effective Date based on, arising from or relating to the Subscription Agreement.

3.1. Binding on Successors. This Agreement and the covenants and conditions contained herein shall apply to, be binding upon and inure to, the administrators, executors, legal representatives, heirs, distributees, successors, agents and assigns of the Parties hereto. However, this Agreement may not be assigned without the written consent of all of the Parties, and any attempted unauthorized assignment shall be null and void.

3.2. Authority. Each of the Parties hereto warrants and represents that they are fully empowered to enter into this Agreement. Any individual signing this Agreement on behalf of a Party represents and warrants that they have full authority to do so.

3.3. Modification. This Agreement may not be modified, changed, or amended or its provisions waived except by a writing signed by all of the Parties hereto.

3.4. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which shall constitute one instrument. This Agreement may be executed by facsimile signature or pdf copy which shall be treated as an original.

3.5. Severability. The Parties agree that if any provision of this Agreement should become inconsistent with present or future law having jurisdiction over and otherwise properly governing the subject matter of the provision, such provision shall be deemed to be rescinded or modified in accordance with any such law and the intention of the Parties. In all other respects, the Parties agree that the other provisions of this Agreement shall continue and remain in full force and effect.

3.6. Governing Law and Venue. The Parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully performed therein. Any disputes that arise under this Agreement, will be heard only in the state or federal courts located in the City and County of New York, Borough of Manhattan. The Parties hereto expressly agree to submit themselves to the jurisdiction of the foregoing courts in the City and County of New York, Borough of Manhattan. The Parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the City and County of New York, Borough of Manhattan. Each Party hereto consents to service of process by federal express or other internationally recognized express courier at the address used in Section 3.9 of this Agreement. Each Party hereto waives its right to trial by jury and the requirement that it post an undertaking in connection with any award of emergency or preliminary relief by a court. In the event any Party hereto files suit, the prevailing party in any such proceeding shall be entitled to recover its reasonable attorneys’ fees and out of pocket expenses.

3.7. Entire Agreement. This Agreement contains the entire agreement between the Parties hereto with respect to the matters referred to herein. No other representations, covenants, undertakings or other prior or contemporaneous agreements, oral or written, respecting such matters, which are not specifically incorporated herein, shall be deemed in any way to exist or bind any of the Parties hereto. The Parties hereto acknowledge that each party has not executed this Agreement in reliance on any such promise, representation, or warranty.

3.8. No Admission of Liability. The Parties recognize that this Agreement is a compromise of disputed claims. Nothing in this Agreement will be considered evidence or as an admission with respect to liability or the truth of any of the allegations made in connection with the Parties’ dispute, whether the allegations are of fact or law.

3.9. Notice. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered to the following addresses by e-mail and personally or by internationally recognized express courier service (cost prepaid) or sent by certified mail, postage prepaid and return receipt requested, and shall be deemed given to a party when received by such party:

Lei Deng

Craigmuir Chambers, Road Town, Tortola

VG 1110, British Virgin Islands

Email:

With a copy to:

Mr. Edmund Man Hen

Room 1802, Block D, Zhonghai International Center,

Hi-Tech Zone, Chengdu, Sichuan Province, PRC

Email:

With a copy to:

Joan Wu

Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19^th Floor

New York, New York 10022

Email: jwu@htflawyers.com

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties agree that this Agreement constitutes their entire agreement, and that they understand its provisions and requirements, and it is entered into voluntarily and in good faith as of the Effective Date.

Exhibit 10.2

STANDBY EQUITY SUBSCRIPTION AGREEMENT

THIS STANDBY EQUITY SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of June 25, 2024 is made by and between Hongfeng International Group Ltd., a British Virgin Islands business company with limited liability (the “Investor”), and Antelope Enterprise Holdings Limited, a British Virgin Islands business company with limited liability (the “Company”).

WHEREAS, the class A ordinary shares of the Company, no par value (the “Ordinary Shares”) are listed for trading on the Nasdaq under the symbol “AEHL;”

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to allot and issue to the Investor, and the Investor shall subscribe for up to 10 Million Ordinary Shares (the “Advance Shares”) in accordance with this Agreement; and

WHEREAS, the offer and sale of the Advance Shares issuable hereunder will be made in reliance upon the exemption afforded by Section 4(a)(2) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder.

NOW, THEREFORE, the parties hereto agree as follows:

Article I. Certain Definitions

“Advance” shall mean the allotment and issuance of the Advance Shares by the Company to the Investor pursuant to Article II hereof.

“Advance Date” shall mean the first Trading Day after expiration of the Pricing Period for the Advance.

“Advance Notice” shall mean one or multiple written notice(s) in the form of Exhibit A attached hereto to the Investor executed by an officer of the Company.

“Advance Notice Date” shall mean the date the Company is deemed to have delivered (in accordance with Section 2.01(b) of this Agreement) the Advance Notice to the Investor, subject to the terms of this Agreement.

“Advance Shares” shall have the meaning set forth in the preamble of this Agreement.

“Affiliate” shall have the meaning set forth in Section 3.07.

“Agreement” shall have the meaning set forth in the preamble of this Agreement.

“Applicable Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt Practices Act of 1977, and (iii) any Sanctions laws.

“Black Out Period” shall have the meaning set forth in Section 6.02(a).

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable Laws to close.

“Class B Ordinary Shares” shall mean Class B ordinary shares, no par value, of the Company.

“Closing” shall have the meaning set forth in Section 2.02.

“Closing Date” shall have the meaning set forth in Section 2.02.

“Commitment Period” shall mean the period commencing on the Effective Date and expiring upon the date of termination of this Agreement in accordance with Section 10.01.

“Company” shall have the meaning set forth in the preamble of this Agreement.

“Company Indemnitees” shall have the meaning set forth in Section 5.02.

“Condition Satisfaction Date” shall have the meaning set forth in Section 7.01.

“Current Report” shall have the meaning set forth in Section 6.12.

“Effective Date” shall mean the date hereof.

“Effective Price” shall be $1.12.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“GAAP” shall have the meaning set forth in Section 4.06.

“Indemnified Liabilities” shall have the meaning set forth in Section 5.01.

“Investor” shall have the meaning set forth in the preamble of this Agreement.

“Investor Indemnitees” shall have the meaning set forth in Section 5.01.

“Market Price” shall mean the average closing price of the Ordinary Shares during the Pricing Period.

“Material Adverse Effect” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement.

“Material Outside Event” shall have the meaning set forth in Section 6.08.

“OFAC” shall have the meaning set forth in Section 4.28.

“Ordinary Shares” shall have the meaning set forth in the recitals of this Agreement.

“Person” shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Plan of Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution of the Advance Shares.

“Pricing Period” shall mean the three consecutive Trading Days commencing on the Advance Notice Date.

“Principal Market” shall mean the Nasdaq Stock Market (including the Capital Market, Global Market and/or the Global Select Market) (the “Nasdaq”); provided however, that in the event the Ordinary Shares are ever listed or traded on the New York Stock Exchange, or the NYSE American, then the “Principal Market” shall mean such other market or exchange on which the Ordinary Shares are then listed or traded to the extent such other market or exchange is the principal trading market or exchange for the Ordinary Shares.

“Prospectus” shall mean any prospectus (including, without limitation, all amendments and supplements thereto) used by the Company in connection with a Registration Statement.

“Prospectus Supplement” shall mean any prospectus supplement to a Prospectus filed with the SEC from time to time pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein, including, without limitation, any prospectus supplement to be filed in accordance with Section 6.01 hereof.

“Registrable Securities” shall mean (i) the Advance Shares, and (ii) any securities issued or issuable with respect to any of the foregoing by way of exchange, share dividend or share split or in connection with a combination or consolidation of shares, recapitalization, merger, consolidation or other reorganization or otherwise.

“Registration Statement” shall mean a registration statement on Form F-1 or Form F-3 or on such other form promulgated by the SEC for which the Company then qualifies and which counsel for the Company shall deem appropriate, and which form shall be available for the registration of the resale by the Investor of the Registrable Securities under the Securities Act, which registration statement provides for the resale from time to time of the Advance Shares as provided herein.

“Regulation D” shall mean the provisions of Regulation D promulgated under the Securities Act.

“Sanctions” shall have the meaning set forth in Section 4.28.

“Sanctioned Countries” shall have the meaning set forth in Section 4.28.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“SEC Documents” shall have the meaning set forth in Section 4.05.

“Securities Act” shall have the meaning set forth in the preamble of this Agreement.

“Settlement Document” shall have the meaning set forth in Section 2.02(a).

“Subscription Price” shall have the meaning set forth in Section 2.02(c).

“Subsidiaries” shall mean any “significant subsidiary” (as defined in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act).

“Total Price” shall mean the total price payable for the Advance Shares to be allotted and issued under the Advance in accordance with each Advance Notice, being the Subscription Price multiplied by the number of Advance Shares to be allotted and issued in accordance with each Advance Notice.

“Trading Day” shall mean any day during which the Principal Market shall be open for business.

“Transaction Documents” shall have the meaning set forth in Section 4.02.

“VWAP” shall mean for any Trading Day, the daily volume weighted average price of the Ordinary Shares for such Trading Day on the Principal Market during regular trading hours as reported by Bloomberg L.P.

Article II. Advances

Section 2.01 Advances; Mechanics. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the Company, at its sole discretion, shall have the right, but not the obligation, to allot and issue to the Investor, and the Investor shall have the obligation to subscribe for, in part or in whole, the Advance Shares by the delivery to the Investor of an or multiple Advance Notice(s) on the following terms:

Section 2.02 Closing. The closing of each Advance and the allotment and issue of the Advance Shares (the “Closing”) shall take place as soon as practicable on or after such Advance Date in accordance with the procedures set forth below (each, a “Closing Date”). The parties acknowledge that the Total Price in respect of the Advance is not known at the time each Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on the Closing Date based on the formula as set forth further below. In connection with the Closing, the Company and the Investor shall fulfill each of its obligations as set forth below:

Section 2.03 Hardship.

Section 2.04 Completion of Resale Pursuant to the Registration Statement. After the Investor has subscribed for the Advance Shares and has completed the subsequent resale of the Advance Shares pursuant to the Registration Statement, the Investor will notify the Company in writing (which may be by e-mail) that all resales of the Advance Shares are completed and the Company will be under no further obligation to maintain the effectiveness of the Registration Statement.

Article III. Representations and Warranties of the Investor

The Investor represents and warrants to the Company, as of the date hereof, as of the Advance Notice Date and as of the Advance Date that:

Section 3.01 Organization and Authorization. The Investor is organized and validly existing under the laws of its jurisdiction of organization and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to subscribe for or acquire the Advance Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Section 3.02 Evaluation of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Ordinary Shares of the Company and of protecting its interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the Company involves a high degree of risk, and that the Investor may lose all or a part of its investment.

Section 3.03 No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives or agents for legal, tax, investment or other advice with respect to the Investor’s subscription for the Advance Shares hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges that the Investor may lose all or a part of its investment.

Section 3.04 Investment Purpose. The Investor is subscribing for or acquiring the Advance Shares for its own account, for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities Act; provided, however, that by making the representations herein, the Investor does not agree, or make any representation or warranty, to hold any of the Advance Shares for any minimum or other specific term and reserves the right to dispose of the Advance Shares at any time in accordance with, or pursuant to, a Registration Statement filed pursuant to this Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to sell or distribute any of the Advance Shares. The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling stockholder” in each Registration Statement and in any prospectus contained therein to the extent required by Applicable Law and to the extent the prospectus is related to the resale of Registrable Securities.

Section 3.05 Accredited Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D.

Section 3.06 Information. The Investor and its advisors (including its counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company and information the Investor deemed material to making an informed investment decision. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of the Company, its employees or any third party other than the representations and warranties of the Company contained in this Agreement. The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby.

Section 3.07 Not an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Company or any “Affiliate” of the Company (as that term is defined in Rule 405 promulgated under the Securities Act).

Section 3.08 No Prior Short Sales. At no time prior to the date of this Agreement has the Investor, its shareholder, any of their respective officers, or any entity managed or controlled by the Investor or its shareholder, engaged in or effected, in any manner whatsoever, directly or indirectly, for its own principal account, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Ordinary Shares or (ii) hedging transaction, in either case which establishes a net short position with respect to the Ordinary Shares that remains in effect as of the date of this Agreement.

Section 3.9 Ownership. As of the date of this Agreement, the Investor and its Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) do not own or have a beneficial interest in any Ordinary Shares.

Section 3.10 No Conflicts. The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated hereby do not and shall not (i) result in a violation of such Investor’s applicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Investor is a party or is bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Investor or by which any of its properties or assets are bound or affected, except, in the case of clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, prohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement.

Section 3.11 Reliance on Exemptions. The Investor understands that the Advance Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Advance Shares.

Section 3.12 No Governmental Review. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Advance Shares or the fairness or suitability of the investment in the Advance Shares nor have such authorities passes upon or endorsed the merits of the offering of the Advance Shares.

Section 3.13 Resale of Advance Shares. The Investor represents, warrants and covenants that, except with respect to any Advance Shares that may be sold pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, it will resell the Advance Shares only pursuant to a Registration Statement in which the resale of such Advance Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act.

Article IV. Representations and Warranties of the Company

Except as set forth in the SEC Documents, the Company represents and warrants to the Investor that, as of the date hereof, the Advance Notice Date and the Advance Date (other than representations and warranties which address matters only as of a certain date, which shall be true and correct as written as of such certain date):

Section 4.01 Organization and Qualification. Each of the Company and its Subsidiaries is an entity duly organized and validly existing under the laws of its respective jurisdiction of organization, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing (to the extent such concept exists in the relevant jurisdiction) in every jurisdiction in which 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 (to the extent such concept exists in the relevant jurisdiction) would not have a Material Adverse Effect.

Section 4.02 Authorization, Enforcement, Compliance with Other Instruments. Subject to the Company having in force at all material times approval from the shareholders of the Company for the directors to exercise any power of the Company to issue the Ordinary Shares: (a) the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to allot and issue the Advance Shares in accordance with the terms hereof and thereof; and (b) the execution and delivery by the Company of this Agreement and the other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Advance Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors. This Agreement and the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other 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 Advance Notice delivered pursuant to this Agreement and such other agreement or instrument designated by the parties in writing as a Transaction Document, as may be amended from time to time.

Section 4.03 Authorization of the Advance Shares. Subject to the Company having at all material times in force approval from the shareholders of the Company for the directors to exercise any power of the Company to issue Ordinary Shares, the Advance Shares to be issued under this Agreement have been, or will be, when issued and delivered pursuant to the terms, approved by the board of directors of the Company or a duly authorized committee thereof, against payment therefor as provided herein, duly and validly authorized and issued and fully paid, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Advance Shares, when issued, will conform to the description thereof set forth in or incorporated into the Prospectus.

Section 4.04 No Conflict. 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 Advance Shares) will not (i) result in a violation of the constitution, articles of incorporation or other organizational documents of the Company or its Subsidiaries (with respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated), (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 the Company or its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or its Subsidiaries or by which any property or asset of the Company or its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that would not reasonably be expected to have a Material Adverse Effect.

Section 4.05 SEC Documents; Financial Statements. Since December 31, 2022, the Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act, including, without limitation, the Current Report, each Registration Statement, as the same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto, and all information contained in such filings and all documents and disclosures that have been or may in the future be incorporated by reference therein (all such documents hereinafter referred to as the “SEC Documents”). The Company has made available to the Investor through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents, as applicable. Except as disclosed in amendments or subsequent filings to the SEC Documents, as of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such amended or superseded filing), each SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and did not contain 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.

Section 4.06 Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the SEC Documents, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in shareholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments which are not material, either individually or in the aggregate) during the periods involved; the other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporated by reference in the SEC Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the SEC Documents that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the SEC Documents (excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the SEC Documents regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Section 4.07 Registration Statement and Prospectus. A Registration Statement relating to the offer and sale of the Advance Shares as contemplated hereby, if and when filed, will meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in a Registration Statement or a Prospectus, or any amendment or supplement thereto, or to be filed as exhibits to a Registration Statement have been so described or filed. Copies of each Registration Statement, any Prospectus, and any such amendments or supplements thereto and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement are available through EDGAR to the Investor and its counsel. The Company has not distributed and, prior to the Advance Date and completion of the distribution of the Advance Shares, will not distribute any offering material in connection with the offering or sale of the Advance Shares other than a Registration Statement, Prospectus contained therein, and any Prospectus Supplement.

Section 4.08 No Misstatement or Omission. The Registration Statement, when it became or becomes effective, and any Prospectus, on the date of such Prospectus or any amendment or supplement thereto, conformed and will conform in all material respects with the requirements of the Securities Act. At the Advance Date, the Registration Statement, and the Prospectus, as of such date, will conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes effective, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus did not, or will not, include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in a Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Investor specifically for use in the preparation thereof.

Section 4.09 Conformity with Securities Act and Exchange Act. The Registration Statement, the Prospectus, or any amendment or supplement thereto, and the documents incorporated by reference in the Registration Statement, Prospectus or any amendment or supplement thereto, when such documents were or are filed with the SEC under the Securities Act or the Exchange Act or became or become effective under the Securities Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.

Section 4.10 Capitalization. As of the date immediately prior to the date of this Agreement, the Company has 7,959,441 Ordinary Shares and 2,305,497 Class B Ordinary Shares issued and outstanding.

The Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are currently listed on a Principal Market under the trading symbol “AEHL.” The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Ordinary Shares under the Exchange Act, delisting the Ordinary Shares from the Principal Market, nor has the Company received any notification that the Commission or the Principal Market that it is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Principal Market.

Section 4.11 Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted, except as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written notice of any infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, or trade secrets, except as would not cause a Material Adverse Effect. To the knowledge of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and, except as would not cause a Material Adverse Effect, the Company is not aware of any facts or circumstances which might give rise to any of the foregoing.

Section 4.12 Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or any of its Subsidiaries, has any such dispute been threatened since January 1, 2020, in each case which is reasonably likely to cause a Material Adverse Effect.

Section 4.13 Title. Except as would not cause a Material Adverse Effect, the Company (or its Subsidiaries) has indefeasible fee simple or leasehold title to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest, other than such as are not material to the business of the Company. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Section 4.14 Insurance. Except as would not cause a Material Adverse Effect, 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. The Company has no reason to believe that it will not be able 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 except as would not cause a Material Adverse Effect.

Section 4.15 Regulatory Permits. Except as would not cause a Material Adverse Effect, the Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their respective businesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permits.

Section 4.16 Internal Accounting Controls. Except as disclosed in the SEC Document, the Company (a) maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for the assets of the Company and its Subsidiaries, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any material differences, and (b) is not aware of any material weaknesses in the system of internal accounting controls utilized or maintained by the Company or its Subsidiaries.

Section 4.17 Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or, to the Company’s knowledge, affecting the Company, the Ordinary Shares or any of the Company’s Subsidiaries, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.

Section 4.18 Tax Status. Except as would not cause a Material Adverse Effect, each of the Company and its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental assessments and charges in amount shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply.

Section 4.19 Certain Transactions. Except as disclosed in the SEC Documents, none of the officers or directors of the Company is presently a party to any material transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner.

Section 4.20 Rights of First Refusal. Except for as disclosed in the SEC Document, the Company is not obligated to offer the Ordinary Shares offered hereunder on a right of first refusal basis to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.

Section 4.21 Dilution. The Company is aware and acknowledges that issuance of Ordinary Shares hereunder could cause dilution to existing shareholders and could significantly increase the outstanding number of Ordinary Shares.

Section 4.22 Acknowledgment Regarding Investor’s Subscription for Advance Shares. The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereunder and any advice given by the Investor or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s subscription for the Advance Shares hereunder. The Company is aware and acknowledges that it shall not be able to request the Advance under this Agreement if the Registration Statement is not effective or if any issuance of Ordinary Shares pursuant to the Advance would violate any rules of the Principal Market.

Section 4.23 Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees, brokerage commissions or similar payments in connection with the transactions herein contemplated.

Section 4.24 Relationship of the Parties. Neither the Company, nor to the Company’s knowledge, any of its Subsidiaries, affiliates, nor any person acting on its or their behalf is a client or customer of the Investor or any of its Affiliates and neither the Investor nor any of its Affiliates has provided, or will provide, any services to the Company or any of its Affiliates, its subsidiaries, or any person acting on its or their behalf. The Investor’s relationship to Company is solely as an investor as provided for in the Transaction Documents.

Section 4.25 Operations. Except as would not have a Material Adverse Effect: (i) the operations of the Company and its Subsidiaries are and have, since December 31, 2021, been conducted in compliance with Applicable Law; (ii) neither the Company nor the Subsidiaries, nor, to the Company’s knowledge, any person acting on behalf of the Company or any Subsidiary, has not complied with Applicable Law; and (iii) no action, suit or proceeding by or before any governmental authority involving the Company or any of its Subsidiaries with respect to Applicable Laws is pending or, to the knowledge of the Company, threatened.

Section 4.26 Compliance with Laws. Except as would not have a Material Adverse Effect, the Company and each of its Subsidiaries are in compliance with Applicable Laws. Since December 31, 2021, the Company has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that the Company or any Subsidiary nor, to the Company’s actual knowledge, any person acting on behalf of the Company or any Subsidiary has, has not complied with Applicable Laws, or could give rise to a notice of non-compliance with Applicable Laws, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position; in each case that would have a Material Adverse Effect.

Section 4.27 Sanctions Matters. Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director, officer or controlled Affiliate of the Company or any director or officer of any Subsidiary, is a Person that is, or is 50 percent or more owned or, where relevant under applicable Sanctions, controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union or His Majesty’s Treasury, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List (collectively, “Sanctions”), or (ii) organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, the Crimea region, the Donetsk People’s Republic and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, and Syria (the “Sanctioned Countries”)). Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the sale of Advance Shares, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person (a) for the purpose of funding or facilitating any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, in violation of applicable Sanctions, or (b) in any other manner that will result in a violation of Sanctions or Applicable Laws by any Person participating in the transactions contemplated by this Agreement, whether as underwriter, advisor, investor or otherwise). For the past five years, neither the Company nor any of its Subsidiaries has engaged in, and is now not engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or was a Sanctioned Country in violations of applicable Sanctions.

Article V. Indemnification

The Investor and the Company represent to the other the following with respect to itself:

Section 5.01 Indemnification by the Company. In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Advance Shares hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Investor and each of their respective officers, directors, managers, members, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Advance Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby. To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Law.

Section 5.02 Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Advance Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Section 5.03 Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. 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 reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee 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 Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee 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 Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised 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 Investor Indemnitee or Company 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 Investor Indemnitee or Company Indemnitee 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 Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Section 5.04 Remedies. The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which may be available to any indemnified person at law or equity. The obligations of the parties to indemnify or make contribution under this Article V shall survive expiration or termination of this Agreement.

Section 5.05 Limitation of liability. Notwithstanding the foregoing, no party shall be entitled to recover from the other party punitive, indirect, incidental or consequential damages.

Article VI.

Covenants

The Company covenants with the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party, during the Commitment Period:

Section 6.01 Registration Statement.

Section 6.02 Suspension of Registration Statement.

Section 6.03 Listing of Ordinary Shares. As of the Advance Date, the Advance Shares to be allotted and issued by the Company hereunder will have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice of issuance.

Section 6.04 Opinion of Counsel. Prior to the date of the delivery by the Company of the Advance Notice, the Investor shall have received an opinion letter from counsel to the Company in form and substance reasonably satisfactory to the Investor.

Section 6.05 Exchange Act Registration. The Company will file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act and will not take any action or file any document (whether or not permitted by Exchange Act or the rules thereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act.

Section 6.06 Transfer Agent Instructions. During the Commitment Period (or such shorter time as permitted by Section 2.04 of this Agreement) and subject to Applicable Laws, the Company shall cause (including, if necessary, by causing legal counsel for the Company to deliver an opinion) the transfer agent for the Ordinary Shares to remove restrictive legends from Ordinary Shares subscribed for by the Investor pursuant to this Agreement, provided that counsel for the Company shall have been furnished with such documents as they may require for the purpose of enabling them to render the opinions or make the statements requested by the transfer agent, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein.

Section 6.07 Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence of the Company during the Commitment Period.

Section 6.08 Notice of Certain Events Affecting Registration; Suspension of Right to Make the Advance. The Company will promptly notify the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration Statement or related Prospectus (in each of which events the information provided to Investor will be kept strictly confidential by the Investor): (i) except for requests made in connection with SEC investigations disclosed in the SEC Documents, receipt of any request for additional information by the SEC or any other Federal or state governmental authority in respect of the Registration Statement or related Prospectus during the period of effectiveness of the Registration Statement or any request for amendments or supplements to the Registration Statement or related Prospectus; (ii) the issuance by the SEC or any other Federal governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Advance Shares for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or of the necessity to amend the Registration Statement or supplement a related Prospectus to comply with the Securities Act or any other law (and the Company will promptly make available to the Investor any such supplement or amendment to the related Prospectus); (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be required under Applicable Law; (vi) the Ordinary Shares shall cease to be authorized for listing on the Principal Market; or (vii) the Company fails to file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act. The Company shall not deliver to the Investor the Advance Notice, and the Company shall not sell the Advance Shares pursuant to any pending Advance Notice (other than as required pursuant to Section 2.02(d)), during the continuation of any of the foregoing events (each of the events described in the immediately preceding clauses (i) through (vii), inclusive, a “Material Outside Event”).

Section 6.09 Consolidation. If the Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity before the transaction contemplated in the Advance Notice has been closed in accordance with Section 2.02 hereof, and all Advance Shares in connection with the Advance have been received by the Investor.

Section 6.10 Issuance of the Company’s Ordinary Shares. The allotment and issuance of the Ordinary Shares hereunder shall be made in accordance with the provisions and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law.

Section 6.11 Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses incidental to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement thereto; (ii) the preparation, issuance and delivery of the Advance Shares issued pursuant to this Agreement, (iii) all fees and disbursements of the Company’s counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’s counsel, accountants and other advisors), (iv) the qualification of the Advance Shares under securities laws in accordance with the provisions of this Agreement, including filing fees in connection therewith, (v) the fees and expenses incurred in connection with the listing or qualification of the Advance Shares for trading on the Principal Market, or (vi) filing fees of the SEC and the Principal Market.

Section 6.12 Current Report. The Company shall, not later than 5:30 p.m., New York City time, on the fourth business day after the date of this Agreement, furnish with the SEC a current report on Form 6-K disclosing the execution of this Agreement by the Company and the Investor (including any exhibits thereto, the “Current Report”). The Company shall provide the Investor and its legal counsel a reasonable opportunity to comment on any description of this Agreement contained in a draft of the Current Report, including any exhibit to be furnished thereto, as applicable, prior to furnishing the Current Report with the SEC and shall give reasonable consideration to such comments. From and after furnishing the Current Report with the SEC, the Company shall have publicly disclosed all material, non-public information delivered to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the Transaction Documents. 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 the Investor with any material, non-public information regarding the Company or any of its Subsidiaries without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion); it being understood that the mere notification of Investor required pursuant to clause (iv) of Section 6.08 shall not in and of itself be deemed to be material, non-public information. Notwithstanding anything contained in this Agreement to the contrary, the Company expressly agrees that it shall publicly disclose in the Current Report or otherwise make publicly available any information communicated to the Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the transactions contemplated herein, which, following the Effective Date hereof would, if not so disclosed, constitute material, non-public information regarding the Company or its Subsidiaries. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting resales of the Advance Shares under a Registration Statement. 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 Investor or any of its respective officers, directors, Affiliates, employees or agents, on the other hand, shall terminate.

Section 6.13 Advance Notice Limitation. The Company shall not deliver the Advance Notice if a shareholder meeting or corporate action date, or the record date for any shareholder meeting or any corporate action, would fall during the period beginning two Trading Days prior to the date of delivery of the Advance Notice and ending two Trading Days following the Closing of the Advance.

Section 6.14 Use of Proceeds. The proceeds from the sale of the Advance Shares by the Company to Investor shall be used by the Company in the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to this Agreement.

Section 6.15 Compliance with Laws. The Company shall comply in all material respects with all Applicable Laws.

Section 6.16 Market Activities. Neither the Company, nor any Subsidiary, nor any of their respective officers, directors or controlling persons will, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Ordinary Shares or (ii) sell, bid for, or purchase the Ordinary Shares in violation of Regulation M, or pay anyone any compensation for soliciting subscriptions for the Advance Shares.

Section 6.17 Selling Restrictions. Except as expressly set forth below, the Investor covenants that from and after the date hereof through and including the Trading Day next following the expiration or termination of this Agreement as provided in Section 10.01 (the “Restricted Period”), none of the Investor nor any of its directors, officers, employees and related persons, or any entity managed or controlled by the Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, engage in any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Ordinary Shares, either for its own principal account or for the principal account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Advance Shares, including selling such number of Advance Shares that such Restricted Person is unconditionally obligated to purchase pursuant to this Agreement.

Section 6.18 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect. Without the consent of the Investor, the Company shall not have the right to assign or transfer any of its rights, or provide any third party the right to bind or obligate the Company, to deliver the Advance Notice or effect Advance hereunder.

Article VII.

Conditions for Delivery of Advance Notice

Section 7.01 Conditions Precedent to the Right of the Company to Deliver the Advance Notice. The right of the Company to deliver the Advance Notice and the obligations of the Investor hereunder with respect to the Advance are subject to the satisfaction or waiver, on the Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

Article VIII.

Choice of Law/Jurisdiction

This Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement or the transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the State of New York, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of New York. The Parties further agree that any action between them shall be heard in New York County, New York, and expressly consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the United States District Court of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant to this Agreement.

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Article IX. Termination

Section 9.01 Termination.

Article X. Notices

Other than with respect to the Advance Notice, which must be in writing delivered in accordance with Section 2.01(b) and will be deemed delivered on the day set forth in Section 2.01(b), 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 e-mail if sent on a Business Day, or, if not sent on a Business Day, on the immediately following Business Day; (iii) 5 days after being sent by U.S. certified mail, return receipt requested, (iv) 1 day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications (except for Advance Notices which shall be delivered in accordance with Exhibit A hereof) shall be:

or at such other address and/or e-mail and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three 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 in accordance with clause (i), (ii) or (iii) above, respectively.

Article XI. Miscellaneous

Section 11.01 Counterparts. This Agreement may be executed in identical counterparts, both 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. Facsimile or other electronically scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including by e-mail attachment, shall be deemed to have been duly and validly delivered and be valid and effective for all purposes of this Agreement.

Section 11.02 Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their respective Affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein, neither the Company nor the Investor 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 parties to this Agreement.

Section 11.03 Reporting Entity for the Ordinary Shares. The reporting entity relied upon for the determination of the trading price or trading volume of the Ordinary Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.

Section 11.04 Fees and Expenses. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby.

Section 11.05 Brokerage. Each of the parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby.

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IN WITNESS WHEREOF, the parties hereto have caused this Standby Equity Subscription Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above.

EXHIBIT A

ADVANCE NOTICE

Antelope Enterprise Holdings Limited

Dated: ______________

The undersigned, _______________________, hereby certifies, with respect to the sale of Ordinary Shares of Antelope Enterprise Holdings Limited (the “Company”) issuable in connection with this Advance Notice, delivered pursuant to that certain Standby Equity Subscription Agreement, dated as of [  ] (the “Agreement”), as follows (with capitalized terms used herein without definition having the same meanings as given to them in the Agreement):

1. The undersigned is the duly appointed ______________ of the Company.

2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effective amendment to the Registration Statement.

3. The Company has performed in all material respects all covenants and agreements to be performed by the Company contained in the Agreement on or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.

4. The number of Advance Shares the Company is requesting is _____________________.

5. The number of Ordinary Shares issued in the capital of the Company as of the date hereof is ___________.

The undersigned has executed this Advance Notice for and on behalf of the Company as of the date first set forth above.

Please deliver this Advance Notice by email to:

Email:

Attention:

Confirmation Telephone Number:

EXHIBIT B

FORM OF SETTLEMENT DOCUMENT

VIA EMAIL

Antelope Enterprise Holdings Limited

Please issue the total number of Advance Shares due to the Investor to the account of the Investor as follows: