Material Agreement Form 8 K

1.01 Entry into a Material Definitive Agreement.

On January 2, 2025, ZW Data Action Technologies Inc. (the "Company") entered into a Securities Purchase Agreement (the "Agreement 1") with Pearl River Partners Limited, a British Virgin Islands company (BVI company number: 675079) (the "Purchaser 1"), pursuant to which the Purchaser 1 agreed to purchase 119,100 shares of common stock of the Company, par value $0.001 per share for an aggregate purchase price of US$250,110, representing a purchase price of US$2.1 per share. The closing shall take place on the date mutually agreed by the parties, subject to the closing conditions contained in the Agreement 1. On the date that the Agreement 1 was signed, the Purchaser 1 also entered into a lock-up agreement with the Company, whereby the Purchaser 1 agreed not to transfer the shares until six-month anniversary of the date of the Agreement 1.

On January 3, 2025, the Company entered into a Securities Purchase Agreement (the "Agreement 2") with Bezier Investments Limited, a British Virgin Islands company (BVI company number: 2165068)(the "Purchaser 2"), pursuant to which the Purchaser 2 agreed to purchase 119,100 shares of common stock of the Company, par value $0.001 per share for an aggregate purchase price of US$250,110, representing a purchase price of US$2.1 per share. The closing shall take place on the date mutually agreed by the parties, subject to the closing conditions contained in the Agreement 2. On the date that the Agreement 2 was signed, the Purchaser 2 also entered into a lock-up agreement with the Company, whereby the Purchaser 2 agreed not to transfer the shares until six-month anniversary of the date of the Agreement 2.

Copies of the securities purchase agreements and the lock-up agreements are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated herein by reference.