Exhibit 4.1

AMENDMENT to Stock purchase AGREEMENT

This Amendment to Stock Purchase Agreement (this “Agreement”) is made and entered into as of February 27, 2023 by and among BIMI INTERNATIONAL MEDICAL INC., a company organized under the laws of the state of Delaware (“Buyer”), PHENIX BIO INC., a company organized under the laws of the state of California (the “Company”) and Mr. Fnu Oudom, a citizen of Vanuatu (“Seller”). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Agreement (as defined below).

RECITALS

WHEREAS, the Parties are parties to that certain Stock Purchase Agreement dated as of July 5, 2022 (the “Original Agreement”), where Buyer contemplated to purchase all the issued and outstanding shares of capital stock of the Company (the “Shares”) from Seller, in consideration of an aggregate purchase price of $1,800,000, payable in the form of $180,000 in cash at the closing of the Original Agreement and 2,700,000 shares (pre- Reverse Split, as defined below) of Buyer’s common stock issuable upon shareholders’ approval of such issuance;

WHEREAS, as of the date hereof, the closing of the Original Agreement has not taken place;

WHEREAS, the Original Agreement provides that if Buyer has not obtained shareholders’ approval for the issuance of the Deferred Payment Shares (as defined in the Original Agreement) by December 31, 2022, Buyer was required to pay the Deferred Payment in cash by January 15, 2023. As of the date hereof, such shareholders’ approval was not obtained, nor has Buyer paid the Deferred Payment to Seller;

WHEREAS, Buyer and Seller agree to amend the Original Agreement, to provide an incentive payment to Seller in order for Seller to agree to extend the deadline for the issuance of the Deferred Payment Shares;

WHEREAS, due to the substantial distribution potential in Asia and the expected profit margin of its healthcare products, the Company is expected to generate significant profits in 2023 which could potentially bring increased shareholder value to Buyer;

WHEREAS, Seller agrees to close the Original Agreement upon Buyer’s payment of the $180,000 in cash only without receiving the Deferred Payment Shares;

WHEREAS, in consideration of Buyer’s agreement to extend the deadline for the issuance of the Deferred Payment Shares, the Company’s potential ability to generate significant revenues and profits and Seller’s willingness to transfer the ownership of the Shares to Buyer for 10% of the original purchase price, Buyer agrees to provide for a post-closing incentive payment to Seller contingent upon the Company meeting certain profit metrics in 2023;

WHEREAS, pursuant to Section 12.7 of the Original Agreement, amendments to the Original Agreement shall be in writing and shall require the written consent of all parties involved; and

WHEREAS, the undersigned constitute all parties to the Original Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Amendment.

(1) Amendment. The Parties hereby agree to amend the Original Agreement (as amended by this Agreement, the “Amended Agreement”) as follows:

(a) New definitions are hereby added to Section 1 to read as follows:

“ “Net Profit” with respect to any period, the Revenue less the aggregate amount of the costs of goods sold, operating expenses, interests expenses, depreciation, amortization, taxes and any other expenses of the Company during such period, calculated in accordance with U.S. generally accepted accounting principles (“US GAAP”).

“Revenue” with respect to any period, the aggregate revenues recorded by the Company pursuant to US GAAP.

“Reverse Split” the 1-for-10 reverse stock split of Buyer’s common stock on December 9, 2022.”

(b) Section 2.2 is hereby amended and restated in its entirety to read as follows:

“2.2 Purchase Price

The aggregate purchase price (the “Purchase Price”) for the Shares is $180,000 in cash and 5,270,000 Buyer Shares (post Reverse Split), payable as set forth in Section 2.3. The Purchase Price shall be subject to post-Closing adjustment in accordance with Section 2.6.”

(c) Section 2.3 (b) is hereby amended and restated in its entirety to read as follows:

“(b)(i) Upon the terms and subject to the conditions of this Agreement, the second portion of the Purchase Price in the amount of 2,700,000 pre Reverse Split Buyer Shares (or 270,000 post Reverse Split Buyer Shares) (the “Deferred Payment Shares”), the value of which the parties agreed was $1,620,000 based on the stock price of the Buyer Shares when the Original Agreement was signed, (the “Deferred Payment”) shall be delivered to Seller or his designee, fifteen (15) days after the issuance of the Deferred Payment Shares has been approved by the shareholders of the Company (the “Deferred Payment Shareholders’ Approval”). The Deferred Payment shall not be subject to any adjustments.

(b)(ii) Upon the terms and subject to the conditions of this Agreement, the balance of the Purchase Price in the amount of 5,000,000 post Reverse Split Buyer Shares, if payable pursuant to Section 2.6 (the “Performance Payment Shares”), the value of which the parties agree to be $7,500,000, based on the average of the stock price of the Buyer Shares for each of the twenty (20) trading days immediately preceding the date of this Amendment (the “Performance Payment”), shall be delivered to Seller or his designee, fifteen (15) days after the later to happen of (X) the issuance of the Performance Payment Shares has been approved by the shareholders of the Company (the “Performance Payment Shareholders’ Approval”, together with the Deferred Payment Shareholders’ Approval, the “Shareholders’ Approvals”), or (Y) the Performance Payment Determination Date (as defined below). The Performance Payment shall be subject to adjustments pursuant to Section 2.6.

(b)(iii) Buyer shall cause a meeting of Buyer’s shareholders (the “Shareholders Meeting”), to be held within six (6) months of the Closing Date, soliciting each shareholder’s affirmative vote for approval of the issuance of the Deferred Payment Shares and the potential issuance of the Performance Payment Shares. If, despite Buyer’s reasonable best efforts, the necessary Shareholders’ Approvals are not obtained within six (6) months of the Closing Date, Buyer shall cause an additional Shareholders Meeting to be held semi-annually thereafter until such Shareholders’ Approvals are obtained. Notwithstanding the foregoing, if the necessary Shareholders’ Approval has not been received by July 1, 2024, Buyer shall pay the Deferred Payment and the Performance Payment (if payable), as the case may be, in cash to Seller by August 15, 2024, or such earlier or later date as the parties hereto may agree.”

(d) A new Section 2.6 is hereby added to read as follows:

“2.6 Adjustment to the Performance Payment

Within fifteen (15) days after the completion of Buyer’s financial statements for each of the three full fiscal quarters after the Closing and for the fiscal year of 2023 (collectively, the “Financial Statements”), as reviewed (for each quarterly financials) or audited (for the fiscal year 2023 financials) by Buyer’s independent auditors, Buyer shall provide to Seller a statement of Buyer’s good faith calculations of the Company’s Net Profit for each quarterly period from the Closing Date in fiscal 2023 and for the year ending December 31, 2023 (each a “Determination Period”) to be derived from the applicable Financial Statements (collectively, the “Profit Statements”). If the Company’s aggregate Net Profit for any or all of the applicable Determination Periods equals or exceeds $2,500,000, the Performance Payment shall be 5,000,000 Buyer Shares. The date of the last Profit Statement on which the determination in the preceding sentence is made shall be referred to hereinafter as the “Performance Payment Determination Date”. If at such time as the Profit Statement for the year ending December 31, 2023 is delivered to Seller, the aggregate Net Profit of $2,500,000 has not been achieved, Seller’s right to receive the Performance Payment shall be terminated. ”

(e) A new Section 2.7 is hereby added to read as follows:

“2.7 Special Post-Closing Agreement.

(a) If Seller’s right to receive the Performance Payment is terminated pursuant to Section 2.6, Buyer shall have the right (the “Buyer’s Special Right”) to sell to Seller, all right, title and interest in and to the Shares, which constitute 100% of the outstanding equity interest in the Company, in exchange for the return by Seller of the Closing Cash Payment in the amount of $180,000, and 270,000 Deferred Payment Shares (to the extent issued to Seller), as full and complete payment of the aggregate purchase price for the Shares.

(b) In order to exercise the Buyer’s Special Right, Buyer shall deliver to Seller within 30 calendar days from the Performance Payment Determination Date, such agreements, documents, instruments or certificates duly executed by Buyer, as necessary to transfer the Shares to Seller and cause the records of the Company to reflect that Seller is the record and beneficial owner of the Shares (the “Transfer Documents”). Upon receipt of the Transfer Documents from Buyer, Seller shall immediately (X) counter-sign and deliver to Buyer the Transfer Documents, (Y) if applicable, sign and deliver to Buyer a transfer agent instruction, as may be required by Buyer’s transfer agent, directing the transfer agent to transfer the Deferred Payment Shares which are maintained in an electronic DRS account to the Buyer and (Z) execute and deliver such further instruments of transfer and assignment (in addition to those explicitly required by other provisions of this Agreement) and take such other actions as Buyer may reasonably request to effect and perfect the transactions contemplated herein.

(c) Upon Seller’s delivery of the executed Transfer Document, on behalf of himself and all of his Related Persons, Seller shall unconditionally and irrevocably release and discharge Buyer and all of its Related Persons from any and all claims, debts, obligations and liabilities, whether known or unknown, contingent or non-contingent, at law or in equity, in each case arising from or in connection with the Deferred Payment and the Performance Payment under the Original Agreement. None of Buyer or any of its Related Persons will have any debt, obligation or liability to Seller in connection with or resulting from the Deferred Payment and the Performance Payment under the Original Agreement.”

(f) Survival. The first sentence of Section 11.1 is hereby amended and restated in its entirety to read as follows:

“All representations, warranties, covenants, obligations and post-Closing agreements including without limitation provisions regarding Performance Payment (i.e. Section 2.6) and Special Post-Closing Agreement (i.e. Section 2.7) in this Agreement and any other certificate or document delivered pursuant to this Agreement will survive the Closing.”

(2) Reference to and Effect on the Original Agreement. On or after the date hereof, each reference in the Original Agreement to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Original Agreement as amended hereby. No reference to this Agreement need be made in any instrument or document at any time referring to the Original Agreement, a reference to the Original Agreement in any of such to be deemed a reference to the Amended Agreement.

(3) No Other Amendments. Except as set forth herein, the Original Agreement shall remain in full force and effect in accordance with its terms, which such terms are hereby ratified and confirmed and remain in full force and effect.

2. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

3. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

4. Governing Law; jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties shall be governed, construed and interpreted in accordance with the laws of the State of New York without regard to its choice of laws principles. Each Party hereby irrevocably and unconditionally submits to the jurisdiction of any New York State court or Federal Court of the United States of America sitting in New York County in the State of New York.

5. Representation by Counsel. Each of the parties hereto has been represented or has had the opportunity to be represented by legal counsel of their own choice.

(Signature Pages Follow)

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

BUYER:

BIMII INTERNATIONAL MEDICAL INC.

5

Exhibit 4.2

STOCK PURCHASE AGREEMENT

between

BIMI MEDICAL INTERNATIONAL INC.

and

FNU OUDOM

dated as of

February 27, 2023

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”), dated as of February 27, 2023, is entered into by and between BIMI Medical International Inc., a Delaware corporation (the “Company”), and Fnu Oudom, a citizen of Vanuatu (the “Buyer”).

RECITALS

WHEREAS, the Company wishes to sell to the Buyer, and the Buyer wishes to purchase from the Company, 2,000,000 shares of the Common Stock (as defined below), par value $0.001 per share (the “Shares”), subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
Purchase and sale

Section 1.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, the Company shall sell to the Buyer, and the Buyer shall purchase from the Company, the Shares, free and clear of any lien, pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment or other similar encumbrance (each, an “Encumbrance”), subject to the restrictions set forth in Section 5.3 and in the Securities Act (as defined below).

Section 1.02 Purchase Price. The aggregate purchase price for the Shares shall be $3,000,000 (the “Purchase Price”) in cash.

ARTICLE II
CLOSING

Section 2.01 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place within three business days of the receipt of shareholder approval of the purchase of the Shares pursuant to this Agreement (the “Closing Date”) at the offices of the Company, or remotely by exchange of documents and signatures (or their electronic counterparts).

Section 2.02 The Company’s Closing Deliverables. At the Closing, the Company shall deliver to the Buyer the following:

(a) Electronic confirmation of the deposit of the Shares into an electronic DRS account maintained by the Company’s transfer agent on behalf of the Buyer.

(b) A certificate of the Secretary (or other officer) of the Company certifying: (i) that attached thereto are true and complete copies of all resolutions of the board of directors and the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions are in full force and effect; (ii) the names, titles and signatures of the officers of the Company authorized to sign this Agreement; and (iii) that attached thereto are true and complete copies of the governing documents of the Company, including any amendments or restatements thereof, and that such governing documents are in full force and effect.

Section 2.03 The Buyer’s Deliveries. At the Closing, the Buyer shall deliver the following to the Company:

(a) The Purchase Price pursuant to Section 1.02.

ARTICLE III
Representations and warranties of the Company

The Company represents and warrants to the Buyer that the statements contained in this ARTICLE III are true and correct as of the date hereof.

Section 3.01. Organization and Authority of the Company. The Company is a corporation duly organized, validly existing and in good standing under the Laws (as defined in Section 3.03) of the state of Delaware and is owner, free and clear, of all of the outstanding shares of the companies identified in Section 3.01 of the Disclosure Schedules (the “Subsidiaries”). The Company has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 3.02. Capitalization.

(a) The authorized capital stock of the Company consists of 200,000,000 shares of common stock, $0.001 par value (the “Common Stock”), of which 3,814,780 shares are issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are validly issued, fully paid and non-assessable.

(b) Except as set out in Section 3.02(b) of the Disclosure Schedules, there are no outstanding or authorized options, warrants, convertible securities, stock appreciation, phantom stock, profit participation or other rights, agreements or commitments relating to the shares of the Company or obligating The Company or the Company to issue or sell any shares of, or any other interest in, the Company. There are no voting trusts, stockholder agreements, proxies, or other agreements in effect with respect to the voting or transfer of any of the Shares.

Section 3.03. No Conflicts or Consents. The execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with any provision of the certificate of incorporation or by-laws of the Company or the Subsidiaries; (b) violate or conflict with any provision of any Law or Governmental Order applicable to the Company or the Subsidiaries; (c) except as set forth in Section 3.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, violate or conflict with, or result in the acceleration of any Material Contract; or (d) except as set forth in Section 3.03 of the Disclosure Schedules, require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority; except, in the cases of clauses (b) and (c), where the violation, conflict, acceleration or failure to obtain consent or give notice would not have a Material Adverse Effect and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a Material Adverse Effect. For purposes of this Agreement: (i) “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law or other requirement or rule of law of any Governmental Authority; (ii) “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority; (iii) “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court or tribunal of competent jurisdiction; (iv) “Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity; and (v) “Material Adverse Effect” means any event, occurrence, fact, condition or change that is materially adverse to the business, results of operations, financial condition or assets of the Company, taken as a whole.

Section 3.04. Financial Statements. Copies of the Company’s consolidated audited financial statements for the year ended December 31, 2021 and the quarterly unaudited financial statements for the quarter ended September 31, 2022 (together the “Financial Statements”) have been provided to the Buyer. The Financial Statements have been prepared in accordance with generally accepted accounting principles in effect in the United States from time to time (“GAAP”), applied on a consistent basis throughout the period involved. The Financial Statements fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated.

Section 3.05. Undisclosed Liabilities. The Company and its Subsidiaries have no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the balance sheet as of September 31, 2022 (the “Balance Sheet Date”); and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet Date and which are not material in amount.

Section 3.06. Legal Proceedings; Governmental Orders. 

(a) There are no claims, actions, suits, investigations or other legal proceedings (collectively, “Actions”) pending or, to the Company’s knowledge, threatened against or by the Company any of its Subsidiaries affecting any of its properties or assets (or by or against the Company or any Affiliate thereof and relating to the Company), which if determined adversely to the Company (or to the Company or any Affiliate thereof) would result in a Material Adverse Effect. For purposes of this Agreement: (x) “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person; and (y) the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(b) There are no outstanding Governmental Orders against, relating to, or affecting the Company or any material Subsidiary, or any of their properties or assets which would have a Material Adverse Effect.

Section 3.07 Compliance with Laws; Permits. 

(a) The Company and its material Subsidiaries are in compliance with all Laws applicable to them or their business, properties or assets, except where the failure to be in compliance would not have a Material Adverse Effect.

(b) All permits, licenses, franchises, approvals, authorizations and consents required to be obtained from Governmental Authorities (collectively, “Permits”) for the Company and its material Subsidiaries to conduct their business have been obtained and are valid and in full force and effect, except where the failure to obtain such Permits would not have a Material Adverse Effect.

(c) None of the representations and warranties contained in this Section 3.07 shall be deemed to relate to environmental matters (which are governed by Section 3.08), or tax matters (which are governed by Section 3.09).

Section 3.08 Environmental Matters.

(a) The terms: (i) “Environmental Laws” means all Laws, now or hereafter in effect, in each case as amended or supplemented from time to time, relating to the regulation and protection of human health, safety, the environment and natural resources, including any federal, state or local transfer of ownership notification or approval statutes; and (ii) “Hazardous Substances” means: (A) “hazardous materials,” “hazardous wastes,” “hazardous substances,” “industrial wastes,” or “toxic pollutants,” as such terms are defined under any Environmental Laws; (B) any other hazardous or radioactive substance, contaminant or waste; and (C) any other substance with respect to which any Environmental Law or Governmental Authority requires environmental investigation, regulation, monitoring or remediation.

(b) Except as would not have a Material Adverse Effect, to the Company’s knowledge, the Company and its Subsidiaries are in compliance with all Environmental Laws and neither the Company nor its Subsidiaries have received notice from any Person that they, their business or assets, or any Real Property currently owned, leased, or used by them is in violation of any Environmental Law or any applicable Law regarding Hazardous Substances.

(c) Except as would not have a Material Adverse Effect, to the Company’s knowledge, there has not been any spill, leak, discharge, injection, escape, leaching, dumping, disposal or release of any kind of any Hazardous Substances in violation of any Environmental Law with respect to the business or assets of the Company and its Subsidiaries or any Real Property currently owned, leased or used by them. Neither the Company nor its Subsidiaries have received notice from any Person that any Real Property currently owned, leased or used by them has been contaminated with any Hazardous Substances which would reasonably be expected to result in an environmental claim against, or a violation of Environmental Laws by, the Company or its Subsidiaries.

Section 3.09 Taxes.

(a) Since January 2019,

(i) The Company and its Subsidiaries have filed (taking into account any valid extensions) all material returns, declarations, reports, information returns and statements and other documents required to be filed by them with respect to Taxes (including amended returns and claims for refund) (collectively, “Tax Returns”). Such Tax Returns are true, complete and correct in all material respects. The Company and its Subsidiaries are not currently the beneficiary of any extension of time within which to file any material Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business. All material Taxes due and owing by the Company and its Subsidiaries have been paid or accrued. For purposes of this Agreement, “Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

(ii) No extensions or waivers of statutes of limitations have been given or requested with respect to any material Taxes of the Company.

(iii) There are no ongoing Actions by any taxing authority against the Company.

(iv) All material Taxes which the Company is obligated to withhold from amounts owing to any employee, creditor or third party have been paid or accrued.

(b) The representations and warranties set forth in this Section 3.09 are the Company’s sole and exclusive representations and warranties regarding Tax matters.

Section 3.10 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.

Section 3.11 Stock Exchange Listing. The Shares, upon the issuance thereof to the Buyer under this Agreement, will be duly authorized for listing on NASDAQ, subject to all necessary regulatory approvals. The Company is not in default in any material respect of any of the listing or other requirements of NASDAQ.

Section 3.12 SEC Filings. The Company has filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2019, not necessarily on a timely basis.

Section 3.13 Exclusions. Except for the representations and warranties contained in this ARTICLE III (including the related portions of the Disclosure Schedules), none of the Company, its Subsidiaries, or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Company or the Company, including any representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to the Buyer.

ARTICLE IV
Representations and warranties of buyer

The Buyer represents and warrants to the Company that the statements contained in this Article IV are true and correct as of the date hereof.

Section 4.01 No Conflicts; Consents. The execution, delivery and performance by the Buyer of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with any provision of any Law or Governmental Order applicable to the Buyer; (b) require the consent, notice or other action by any Person under, violate or conflict with, or result in the acceleration of any agreement to which the Buyer is a party; or (c) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority.

Section 4.02 Investment Purpose. The Buyer is acquiring the Shares solely for his own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof or any other security related thereto within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). The Buyer acknowledges that the Company has not registered the offer and sale of the Shares under the Securities Act or any state securities laws, and that the Shares may not be pledged, transferred, sold, offered for sale, hypothecated or otherwise disposed of except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. The Buyer is able to bear the economic risk of holding the Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

Section 4.03 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Buyer.

Section 4.04 Legal Proceedings. There are no Actions pending or, to the Buyer’s knowledge, threatened against or by the Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Section 4.05 Independent Investigation. The Buyer has conducted its own independent investigation, review and analysis of the Company, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Company and the Company for such purpose. The Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, the Buyer has relied solely upon its own investigation and the express representations and warranties of the Company set forth in ARTICLE III of this Agreement (including related portions of the Disclosure Schedules); and (b) none of the Company, the Company or any other Person has made any representation or warranty as to the Company, its Subsidiaries or this Agreement, except as expressly set forth in Article III of this Agreement (including the related portions of the Disclosure Schedules).

ARTICLE V Covenants

Section 5.01 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents and instruments and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

Section 5.02 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by the Buyer when due. The Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and the Company shall cooperate with respect thereto as necessary).

Section 5.03 Securities Laws; Restrictions on Transfers. The Buyer acknowledges and understands that until such time as the same is no longer required under the requirements of the Securities Act or applicable state securities laws, the certificates representing the Shares, and all certificates representing any securities issued in exchange thereof or in substitution therefor, will bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF BIMI INTERNATIONAL MEDICAL INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY: (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT (“REGULATION S”), (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (D) PURSUANT TO ANOTHER EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS, AFTER, IN THE CASE OF TRANSFERS PURSUANT TO CLAUSE (C)(2) OR (D) (OR IF REQUIRED BY THE CORPORATION, OR ITS TRANSFER AGENT, CLAUSE (B)) ABOVE, THE HOLDER HAS PROVIDED TO THE CORPORATION A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT THE SALE OF SUCH SECURITIES IS NOT REQUIRED TO BE REGISTERED UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.”

ARTICLE VI
Indemnification

Section 6.01 Indemnification by the Company. Subject to the other terms and conditions of this ARTICLE VI, the Company shall indemnify the Buyer against, and shall hold the Buyer harmless from and against, any and all losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by, or imposed upon, the Buyer based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement; or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company pursuant to this Agreement.

Section 6.02 Indemnification by the Buyer. Subject to the other terms and conditions of this ARTICLE VI, the Buyer shall indemnify the Company against, and shall hold the Company harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Company based upon, arising out of or with respect to:

(a) any inaccuracy in or breach of any of the representations or warranties of the Buyer contained in this Agreement; or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Buyer pursuant to this Agreement.

ARTICLE VII
Miscellaneous

Section 7.01 Expenses. Except as otherwise expressly provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Company.

Section 7.02 Notices. All notices, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, if sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.02):

Section 7.03 Interpretation; Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 7.04 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement.

Section 7.05 Entire Agreement. This Agreement and the Subordinated Note constitute the entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and the Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement and the Subordinated Note will control.

Section 7.06 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 7.07 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise or delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof. No single or partial exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Section 7.08 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any Action arising out of or related to this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the city of New York and county of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such Action.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 7.09 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 7.10 Representation by Counsel. Each of the parties hereto has been represented or has had the opportunity to be represented by legal counsel of their own choice.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Section 3.02 (b)

Section 3.03 (c)

Consents and waivers are required from CVI Investments, Inc. and HUDSON BAY MASTER FUND LTD (collectively, the “Investors”) with respect to the Company’s entry into this Agreement and the issuance of the Shares contemplated hereby, and the Investors’ right of participation as set forth in Section 4(o) of the Securities Purchase Agreement dated as of November 17, 2021 among the Company and the Investors.

Section 3.03 (d)

Listing of Additional Shares Notification Form to be filed with NASDAQ for the issuance of the Shares.

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Exhibit 4.3

Prepayment agreement

This Prepayment Agreement (this “Agreement”) is made and entered into as of February 27, 2023 by and among BIMI INTERNATIONAL MEDICAL INC., a company organized under the laws of the state of Delaware (the “Company”) and Mr. Fnu Oudom, a citizen of Vanuatu (the “Holder”). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Note (as defined below).

RECITALS

WHEREAS, the Company sold that certain Promissory Note dated as of December 6, 2022 (the “Note”), whereby the Company promised to pay to the Holder the principal sum of $2,000,000 together with interest on the unpaid principal balance at the rate 6% per annum and on other terms provided therein;

Whereas, pursuant to its terms, the Note may be prepaid at the option of the Company in whole or in part at any time or from time to time during the term of the Note without any penalty for any prepayment;

Whereas, pursuant to the terms of the Note, in the event of a prepayment, the Holder shall have the right to convert the amount of prepayment into shares of the Company’s common stock (the “Common Stock”);

WHEREAS, as of the date hereof, the Note has not matured, and no payments are payable or have otherwise been made thereunder;

Whereas, the Company desires to exercise its prepayment right under the Note and the Holder agrees to such prepayment; and

Whereas, the Parties desire to enter into this Agreement to set forth the terms and conditions for such prepayment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Prepayment.

(1) The Parties agree that, subject to the conditions and pursuant to the terms of this Agreement, the Company will exercise its prepayment right under the Note by issuing1,330,000 validly issued, fully paid and non-assessable shares of Common Stock (the “Prepayment Shares”).

(2) The Holder hereby unconditionally and irrevocably waives his right to any and all interest accrued and unpaid under the Note and releases the Company of its obligations with respect to any or all interest to be accrued and payable under the Note through the end of the term of the Note.

(3) The Prepayment Shares shall be issued to the Holder only after the shareholders of the Company have approved the issuance thereof (the “Shareholders’ Approval”).

(4) The Company shall cause a meeting of the shareholders (the “Shareholder Meeting”) to be held within six (6) months from the date hereof, soliciting the shareholders’ affirmative vote for approval of the issuance of the Prepayment Shares. Upon the issuance of the Prepayment Shares, all obligations under the Note will be discharged in full. If, despite the Company’s reasonable best efforts, the Shareholders’ Approval is not obtained within six (6) months after the date hereof, the Company shall cause an additional Shareholder Meeting to be held semi-annually thereafter until such Shareholders’ Approval is obtained; provided, however, that if the Shareholders’ Approval has not been obtained by the Maturity Date, the Company shall immediately pay the Holder the principal balance due under the Note plus accrued interest.

2. No Amendments. Until the Prepayment Shares are issued pursuant to the terms of this Agreement, the Note shall remain in full force and effect in accordance with its terms, which such terms are hereby ratified and confirmed and remain in full force and effect.

3. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

4. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

5. Governing Law; jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties shall be governed, construed and interpreted in accordance with the laws of the State of New York without regard to its choice of laws principles. Each Party hereby irrevocably and unconditionally submits to the jurisdiction of any New York State court or Federal Court of the United States of America sitting in New York County in the State of New York.

6. Amendments and Waivers.  Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived only with the prior written consent of the Company and the Holder.

7. Assignment and Successors.  This Agreement will be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns; provided, however, that (i) the Company may not assign this Agreement in whole or part without the prior written consent of the Holder and (ii) the Holder may not assign this Agreement in whole or part on or prior to the Maturity Date without the prior written consent of the Company.

8. Severability.  If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement are not affected or impaired in any way and the Company and the Holder agree to negotiate in good faith to replace such invalid, illegal and unenforceable provision with a valid, legal and enforceable provision, that achieves, to the greatest lawful extent under this Agreement, the economic, business and other purposes of such invalid, illegal or unenforceable provision.

9. Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. Each and every reference to share prices, shares of Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock after the date of this Agreement.

10. Representation by Counsel. Each Party has been represented or has had the opportunity to be represented by legal counsel of their own choice.

(Signature Pages Follow)

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

company:

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