SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the " Agreement ") is dated as of ______, 2024 by and among Akso Health Group, a Cayman Islands company, (the " Company "), and individuals listed in Exhi

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT

(the "Agreement") is dated as of ______, 2024 by and among Akso Health Group, 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").

__ __ Akso Health Group " " 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 361,290,000 units (the "Units"), each unit consisting of one Class A ordinary share, par value

US$0.0001 per share, (the "Share") and three Warrants (the "Warrant"), each to purchase one Share,

in the form attached hereto as Exhibit A, at price of $0.369 per Unit to the Purchasers listed in Exhibit B;

" " A 0.0001 "A " A " " 0.369 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 $0.369 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).

(b) Corporate 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 4,500,000,000 Class A ordinary shares with a par value of US$0.0001 each and 500,000,000

Class B ordinary shares with a par value of $0.0001 each. The number of total ordinary shares issued and outstanding as of the date of

this Agreement is 835,173,930.

4,500,000,000A 500 000 000

835,173,930 2.1(c) A

(i) except as set forth

on Schedule 2.1(c) hereto, no Class A 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;

(iv) the Company is 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 (the "M&A").

(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 Class A ordinary shares.

(d) Issuance 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.

(e) [intentionally omitted]

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