SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this " Agreement ") is made and entered into as of

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement

(this "Agreement") is made and entered into as of May 10, 2023 by and among (i) Umbrella Capital Investment

Co., Ltd, a BRITISH VIRGIN ISLANDS company (the "Purchaser"), (ii) HX Asia Investment Limited, a

British Virgin Islands company ("HX Asia"), HX China Investment Limited, a British Virgin Islands company

("HX China"), and Hexindai Hong Kong Limited, a Hong Kong company ("Hexindai"

and together with HX Asia and HX China, the "Targets"), and (iii) Akso Health Group, a Cayman Islands

exempt company ("Akso" or the "Seller"). The Purchaser, the Targets and the Seller

are sometimes referred to herein individually as a "Party" and, collectively, as the "Parties".

HX Asia Investment Limited,

("HX Asia") HX China Investment Limited,

("HX China") Hexindai Hong Kong Limited,

Asia HX China " " (iii)

( "Akso" " ") " " " "

date hereof, Hexindai owns 100% of the issued shares of Hexin Investment Private Limited, a Singapore company, Beijing Hexin Yongheng

Technology Development Co., Ltd., a PRC company, and Tianjin Haohongyuan Technology Co., Ltd., a PRC company;

Investment Private Limited,

date hereof, the Seller owns 100% of the issued shares of the Targets;

desires to sell to the Purchaser, and the Purchaser desire to purchase from the Seller, all of the Purchased Shares (as hereinafter defined)

in exchange for US$215,000 (the "Purchase Price"), subject to the

terms and conditions set forth herein (the "Transaction"); and

consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations,

warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties hereto agree as

and Sale of Shares. At the Closing (as hereinafter defined) and subject to and upon the terms and conditions of this Agreement, the

Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the

Seller, 100% of the issued and outstanding shares of the Targets (collectively, the "Purchased Shares"), free

and clear of all Liens (other than potential restrictions on resale under applicable securities Laws).

At the Closing and subject to and upon the terms and conditions of this Agreement, the Purchaser shall deliver to the Seller the Purchase

Shareholder Consent. Seller, as the controlling shareholder of the Targets, hereby approves, authorizes and consents to the Targets'

execution and delivery of this Agreement and the Ancillary Documents, the performance by the Targets of its obligations hereunder and

thereunder and the consummation by the Targets of the transactions contemplated hereby and thereby. Seller acknowledges and agree that

the consent set forth herein is intended and shall constitute such consent of the Seller as may be required (and shall, if applicable,

operate as a written shareholder resolution of the Targets) pursuant to the Targets' Charter, any other agreement in respect of

the Targets to which the Seller is a party and all applicable Laws.

Subject to the satisfaction or waiver of the conditions set forth in Article III, the consummation of the transactions contemplated

by this Agreement (the "Closing") shall take place at the offices of Hunter Taubman Fischer & Li LLC, on

the first (1st) Business Day after all the closing conditions to this Agreement have been satisfied or waived at 10:00 a.m.

local time, or at such other date, time or place as the Purchaser and the Seller may agree (the date and time at which the Closing is

actually held being the "Closing Date").

Corporate Documents. On the Closing Date, the Seller shall deliver

or procure to be delivered to the Purchaser the following documents (where applicable) of each of the Targets and its subsidiaries: certificate

of incorporation, common seal, rubber chop, business licenses, minutes book, register of directors, register of members, transfer and

share certificate book, memorandum and articles of association and business registration certificate.

to Each Party's Obligations. The obligations of each Party to consummate the transactions described herein shall be subject

to the satisfaction or written waiver (where permissible) by the Seller and the Purchaser of the following conditions:

Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority in order to consummate the

transactions contemplated by this Agreement shall have been obtained or made.

Law. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary

or permanent) or Order that is then in effect and which has the effect of making the transactions or agreements contemplated by this Agreement

illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this Agreement.

Litigation. There shall not be any pending Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation

to Obligations of the Targets and the Seller. In addition to the conditions specified in Section 3.1, the obligations

of the Targets and the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written

waiver (by the Targets and the Seller) of the following conditions:

of Purchase Price. At the Closing, Purchaser shall deliver to Seller the Purchase Price. The Purchase Price shall be paid in U.S.

Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance

with the Exchange Rate on the date of calculation. "Exchange Rate" means, in relation to any amount of currency

to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on

the relevant date of calculation.

Opinion. Seller's board of directors (the "Seller's Board") shall have received a valuation report from Golden

Crown Consulting Limited (or such other financial advisor as approved by the Seller's Board").

Crown Consulting Limited

to Obligations of the Purchaser. In addition to the conditions specified in Section 3.1, the obligations of the Purchaser

to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by the Purchaser) of

the following conditions:

Certificates and Transfer Instruments. The Purchaser shall have received from Seller certificate representing the Purchased Shares

(or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to the Purchaser), together with executed

instruments of transfer in respect of the Purchased Shares in favor of the Purchaser (or its nominee) and in form reasonably acceptable

for transfer on the books of the Targets.

of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth

in this Article III to be satisfied if such failure was caused by such the failure of such Party or its Affiliates to

comply with or perform any of its covenants or obligations set forth in this Agreement.

REPRESENTATIONS AND WARRANTIES

Purchaser hereby represents

and warrants to the Seller as follows:

Binding Agreement. The Purchaser has all requisite power and authority to execute and deliver this Agreement, to perform its obligations

hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of

the transactions contemplated hereby (a) have been duly and validly authorized and (b) no other corporate proceedings, other than

as set forth elsewhere in the Agreement, are necessary to authorize the execution and delivery of this Agreement or to consummate the

transactions contemplated hereby. This Agreement has been, and shall be when delivered, duly and validly executed and delivered by the

Purchaser, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, and constitutes, or when

delivered shall constitute, the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its

terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium

laws and other laws of general application affecting the enforcement of creditors' rights generally or by any applicable statute

of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy

of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the "Enforceability

Approvals. No Consent of or with any Governmental Authority, on the part of the Purchaser is required to be obtained or made in connection

with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

4.3 Non-Contravention.

The execution and delivery by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby, and compliance

with any of the provisions hereof, will not (a) conflict with or violate any Law, Order or Consent applicable to such Party or any

of its properties or assets, or (b) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which,

with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation

or modification of, (iv) accelerate the performance required by such Party under, (v) result in a right of termination or acceleration

under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon

any of the properties or assets of such Party under, (viii) give rise to any obligation to obtain any third party consent or provide any

notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty

or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or

other term under, any of the terms, conditions or provisions of, any material contract of such Party.

4.3 (a) (b)(i) (ii) (iii) (iv) (v)