Meta Data Limited entered into securities purchase agreement with certain non-U.S. Persons for a private placement to sell an aggregate of 21,404,109,589 units at a price of $0.001168 per unit, or $1.168 per American Depository Receipts, for an aggregate purchase price of $25,000,000 on August 9, 2022. Each unit consisting of one class A ordinary share of the company, par value $0.000001 per share and a warrant to purchase half of a share with an initial exercise price of $0.001402 per Share, or $1.402 per American depositary share of the company. The price per unit is based on the average NYSE official closing price of the American Depository Receipts divided by 1,000, the current conversion ratio of American Depository Receipts, for the ten trading days immediately preceding the execution of the securities purchase agreement.

The warrants are exercisable immediately upon the date of issuance at an initial exercise price of $0.001402 per Share, or $1.402 per American Depository Receipts, for cash. The warrants may also be exercised cashlessly if at any time after the three-month anniversary of the issuance date, there is no effective registration statement registering, or no current prospectus available for, the resale of the warrant Shares. The warrants shall expire five years from its date of issuance.

The warrants are subject to customary anti-dilution provisions reflecting stock dividends and splits or other similar transactions, and full ratchet anti-dilution protection with respect to the issuance of ordinary shares or ordinary share equivalents for consideration per share less than the initial exercise price of the warrants. The warrants contain a mandatory exercise right for the company to force exercise of the warrants if the company's shares trades at or above $0.002103 per share, or $2.103 per American Depository Receipts, for 20 consecutive trading days, provided, among other things, that the shares issuable upon exercise of the warrants are registered or may be sold pursuant to Rule 144 and the daily trading volume exceeds 300,000 Shares per trading day on each trading day in a period of 20 consecutive trading days prior to the applicable date.