SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the " Agreement ") is dated as of August [ ], 2021 by and among Xiaobai Maimai Inc., a Cayman Islands company, (the " Company "), and individuals listed i

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE

AGREEMENT (the "Agreement") is dated as of August [ ], 2021 by and among Xiaobai Maimai Inc., a Cayman Islands

company, (the "Company"), and individuals listed in Exhibit B hereto and each affixes its signature on

the signature page of this Agreement (each, a "Purchaser"; collectively, the "Purchasers").

(" " " ") 2021 8 [ ] Xiaobai Maimai Inc. " " B " "

WHEREAS, the Company and

the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration

afforded by Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act") and/or Regulation S ("Regulation

S") as promulgated under the Securities Act;

1933 " " S " S" / 4 a 2

WHEREAS, the Company is offering

up to an aggregate of 6,340,000 units (the "Units"), each unit consisting of one ordinary share, par value

US$0.0001 per share, (the "Share") and Warrant (the "Warrant") to purchase three Shares, in the

form attached hereto as Exhibit A, at price of $1.58 per Unit to the Purchasers listed in Exhibit B;

" " 0.0001 " " " " 1.58 B

WHEREAS, the Purchaser is

a "non-US person" as defined in Regulation S, acquiring the Units solely for its own account for the purpose of investment;

NOW, THEREFORE, IN CONSIDERATION

of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which

are hereby acknowledged, the Company and the Purchaser hereby agree as follows:

Purchase and Sale of the Units

Section 1.1 Purchase

to the terms and conditions hereof, the Company agrees to issue and sell to each Purchaser and, in consideration of and in express reliance

upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers agree to purchase for $1.58

per Unit, such number of Units for an aggregate price listed on

the signature page hereto (the "Purchase Price").

to all conditions to closing being satisfied or waived, the closing of the purchase

and sale of the Units (the "Closing") shall take place at the offices of Hunter Taubman Fischer & Li LLC,

the Company's legal counsel, on the day when all closing conditions are satisfied or waived (the "Closing Date").

to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered

to the Purchaser (i) a shareholder statement for such number of Shares, (ii) a Warrant to purchase such number of Shares and

(iii) any other documents required to be delivered pursuant to this Agreement. At the time of the Closing, the Purchaser shall have

delivered its Purchase Price by wire transfer pursuant to the wire information contained in this Agreement or by check.

Representations and Warranties

Section 2.1 Representations

and Warranties of the Company and its Subsidiaries. The Company hereby represents and warrants to the Purchaser on behalf of itself,

its Subsidiaries (as hereinafter defined), as of the date hereof (except as set forth on the Schedule of Exceptions attached hereto with

each numbered Schedule corresponding to the section number herein), as follows:

Good Standing and Power. The Company is a corporation or other entity duly incorporated or otherwise organized, validly existing

and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable) and respectively, has the requisite

corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. Except

as set forth on Schedule 2.1(a), the Company and each of its Subsidiaries is duly qualified to do business and is in good standing

in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except

for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect

(as defined in Section 2.1(g) hereof).

Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform its

obligations under this Agreement, and to issue and sell the Units in accordance with the terms

hereof. The execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated

hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of

the Company or its Board of Directors or stockholders is required. This Agreement constitutes, or shall constitute when executed and

delivered, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such

enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservator ship, receiver

ship or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable

principles of general application.

The authorized capital stock of the Company is 500,000,000 Ordinary Shares with a par value of US$0.0001 each. The number of Ordinary

Shares issued and outstanding, as of July 28, 2021, was 48,850,574 and, except as set forth in the Schedule 2.1(c) hereto,

which is the authorized and issued and outstanding capital stock of the Company as at the date hereof. Except as set forth in the Schedule

500,000,000 0.0001 2021 7 28 48,850,574 2.1(c) 2.1(c)

as set forth on Schedule 2.1(c) hereto, no Ordinary Shares are entitled to preemptive, conversion or other rights

and there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating

to, or securities or rights convertible into, any shares of capital stock of the Company;

(ii) there are no contracts,

commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of capital stock

of the Company or options, securities or rights convertible into shares of capital stock of the Company;

(iii) the Company is

not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities;

not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the

Company except as set forth in the Company's Memorandum and Articles of Associations, as amended and in effect on the date hereof

(v)The offer and sale of

all capital stock, convertible securities, rights, warrants, or options of the Company issued prior to the Closing complied with all

applicable Federal and state securities laws, except where non-compliance would not have a Material Adverse

Effect. The Company has furnished or made available to the Purchaser true and correct copies of the M&A. Except as restricted

under applicable federal, state, local or foreign laws and regulations, the Articles, this Agreement, or as set forth on Schedule

2.1 (c), no written or oral contract, instrument, agreement, commitment, obligation, plan or arrangement of the Company shall limit

the payment of dividends on the Company's Preferred Shares, or its Ordinary Shares.

of Units. The Units to be issued at the Closing have been duly authorized by all necessary corporate

action and the Shares underlying the Warrants, when paid for or issued in accordance with the terms hereof, shall be validly issued and

outstanding, fully paid and non-assessable.

Documents, Financial Statements. Except as set forth in Schedule 2.1 (f), the Company has filed all reports, schedules, forms, statements

and other documents required to be filed by it with the U.S. Securities and Exchange Commission (the "Commission" or "SEC")

pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including

the Form 20-F and other material filings pursuant to Section 13(a) or 15(d) of

the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission

Documents"). The Company has not provided to the Purchaser any material non-public information or other information which,

according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been

so disclosed, other than (i) with respect to the transactions contemplated by this Agreement, or (ii) pursuant to a non-disclosure

or confidentiality agreement signed by the Purchaser. At the time of the respective filings, the Form 20-F's complied in all

material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder

and other federal, state and local laws, rules and regulations applicable to such documents. As of their respective filing dates,

none of the Form 20-F's contained any untrue statement of a material fact; and none omitted to state a material fact required

to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made,

not misleading. The financial statements of the Company included in the Commission Documents comply as to form in all material respects

with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and

regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting

principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise

indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they

may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial

position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in

the case of unaudited statements, to normal year-end audit adjustments).