SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this " Agreement "), dated as of March [*], 2024 (the " Effective Date "), is by and between Akso Health Group, a Cayman Islands exempted company with its

This Securities Purchase Agreement

(this "Agreement"), dated as of March [*], 2024 (the "Effective Date"), is by and between Akso

Health Group, a Cayman Islands exempted company with its principal office at Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building,

No. 44, Moscow Road, Qianwan Bonded Port Area, Qingdao Pilot Free Trade Zone, China (Shandong) (the "Company"), and

each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser"

and collectively the "Purchasers"). Each of the Purchasers and the Company is referred to herein each as a "Party",

and collectively as the "Parties".

W I T N E S S E T H:

WHEREAS, the Company desires

to sell to the Purchasers, and the Purchasers desire to purchase from the Company certain securities, consisting of: (i) ADS (as

defined below), each representing three (3) ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), and

(ii) a warrant to purchase Ordinary Shares (the "Warrants"), in accordance with the terms and provisions of this

WHEREAS, the terms of the

Warrants are set forth in the form of Warrant, substantially in the form attached as Exhibit A hereto. The ADS issuable

at Closing are referred to herein as the "Purchase Shares" and the Ordinary Shares issuable upon exercise of the Warrants

are referred to herein as the "Warrant Shares." The Purchase Shares, the Warrants and the Warrant Shares are sometimes

collectively referred to herein as the "Securities"; and

WHEREAS, subject to the terms

and conditions set forth in this Agreement and pursuant to (i) an effective registration statement (as defined below) under the Securities

Act of 1933, as amended (the "Securities Act") as to the Purchase Shares and (ii) an exemption from the registration

requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder as

to the Warrants (and the Warrant Shares), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not

jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, in consideration

of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and the Purchaser

Section 1.1 Definitions.

In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings

set forth in this Section 1.1:

means American Depositary Shares issued pursuant to the Deposit Agreement (as defined below), each representing three (3) Ordinary Shares.

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

of Directors" means the board of directors of the Company.

Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed

to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential

employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of

any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The

City of New York are generally open for use by customers on such day.

means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

Date" means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto, and all conditions precedent to (i) the Purchasers' obligations to pay the Subscription Amount and (ii) the Company's

obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the second (2nd)

Trading Day following the date hereof, which date may be extended by mutual consent of the parties.

Statement" means the Closing Statement in the form on Annex A attached hereto.

means the United States Securities and Exchange Commission.

Agreement" means the Deposit Agreement dated as of November 2, 2017, as amended, among the Company, Citibank, N.A. as Depositary

and the owners and holders of ADSs from time to time, as such agreement may be amended or supplemented.

Shares" means the ordinary shares of the Company, par value $0.0001 per share, and any other class of securities into which

such securities may hereafter be reclassified or changed.

Share Equivalents" means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that

is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

Purchase Price" equals $1.33, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

and other similar transactions of the Ordinary Shares or ADS that occur after the date of this Agreement.

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

means the final prospectus filed for the Registration Statement.

Supplement" means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed

with the Commission and delivered by the Company to each Purchaser at the Closing in connection with the Shares.

Shares" means the ADS issued to each Purchaser pursuant to this Agreement.

Statement" means the effective registration statement with Commission file No. 333-252434 which registers the sale of the

which registers the sale of the Shares to the Purchasers.

means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from

time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from

time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

shall have the meaning ascribed to such term in Section 3.1(f).

means the Purchase Shares, the Warrants and the Warrant Shares.

Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Amount" means, as to each Purchaser, the aggregate amount to be paid for Shares and Warrants purchased hereunder as specified

below such Purchaser's name on the signature page of this Agreement and next to the heading "Subscription Amount,"

in United States dollars and in immediately available funds.

means any subsidiary of the Company as set forth in the SEC Reports, and shall, where applicable, also include any direct or indirect

subsidiary of the Company formed or acquired after the date hereof.

Day" means a day on which the principal Trading Market is open for trading.

Market" means any of the following markets or exchanges on which the ADS is listed or quoted for trading on the date in question:

the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange,

the Pink Open Market, OTCQB or the OTCQX (or any successors to any of the foregoing).

Documents" means this Agreement, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements

executed in connection with the transactions contemplated hereunder.

Agent" means Maples Fund Services (Cayman) Limited, the current transfer agent of the Company, with a mailing address of 16/F

Central Plaza, 18 Harbour Road, Hong Kong, and any successor transfer agent of the Company.

means, collectively, the Ordinary Share purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.3(c)(ii) hereof,

which Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, substantially in the form of Exhibit A attached

Shares" means the Ordinary Shares issuable upon exercise of the Warrants.

Section 2.1 Issuance,

Sale and Purchase of Securities. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and

warranties set forth herein, the Company agrees to issue, sell and deliver to the Purchaser, free and clear of any pledge, mortgage, security

interest, encumbrance, lien, charge, assessment, claim or restriction of any kind or nature other than those imposed by federal and/or

state securities laws, the amended and restated memorandum and articles of association of the Company, and the Purchaser agrees to purchase

from the Company, on the Closing Date (as defined below), such amount of Securities as set forth on the signature page hereto executed

Section 2.2 Purchase

Price. Each Purchaser shall pay the purchase price as set forth on the signature page hereto executed by such Purchaser (the

"Purchase Price") for the Securities. The aggregate Purchase Price for the Securities by all the Purchasers shall not

Section 2.3 Closing.

the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the purchase and sale of

the Securities shall take place within two Business Days of the Effective Date unless otherwise mutually agreed upon by the Company and