Baosheng Media Group Holdings Limited Subscription Agreement

Baosheng Media Group Holdings Limited entered into a subscription agreement on June 5, 2026, for the issuance and sale of 25,000,000 ordinary shares to certain investors for an aggregate purchase price of $12,536,125. The transaction, a PIPE transaction, involves shares sold at varying prices per share. The issuance is conducted in reliance on Regulation S, exempting it from registration under the Securities Act of 1933, with investors representing they are not "U.S. Persons." Upon closing, the Company will have 26,534,487 ordinary shares outstanding. The agreement details representations and warranties from both the Company and the Subscribers, covering aspects like corporate status, authority, share issuance, and compliance with securities laws. Subscribers acknowledge the investment risks, the restricted nature of the shares, and agree to hold them in accordance with Regulation S. The agreement also outlines governing law, dispute resolution, and other standard provisions.