Material Agreement Form 8 K

1.01 Entry into a Material Definitive Agreement.

On September 5, 2024, ZW Data Action Technologies Inc. (the "Company") entered into a Securities Purchase Agreement (the "Optimal Agreement") with Optimal Success Investments Limited, a British Virgin Island company (the "Optimal Success"), pursuant to which Optimal Success agreed to purchase 358,424 shares of common stock of the Company, par value $0.001 per share for an aggregate purchase price of US$268,818. The closing shall take place on the date mutually agreed by the parties, subject to the closing conditions contained in the Optimal Agreement. On the date that the Optimal Agreement was signed, Optimal Success also entered into a lock-up agreement with the Company, whereby Optimal Success agreed not to transfer the shares until six-month anniversary of the date of the Optimal Agreement.

Subsequently, on September 6, 2024, the Company entered into a Securities Purchase Agreement (the "Amber Agreement") with Amber Strong International Limited, a British Virgin Island company (the "Amber Strong"), pursuant to which Amber Strong agreed to purchase 358,424 shares of common stock of the Company, par value $0.001 per share for an aggregate purchase price of US$268,818. The closing shall take place on the date mutually agreed by the parties, subject to the closing conditions contained in the Amber Agreement. On the date that the Amber Agreement was signed, Amber Strong also entered into a lock-up agreement with the Company, whereby Amber Strong agreed not to transfer the shares until six-month anniversary of the date of the Amber Agreement.

Copies of the securities purchase agreements and the lock-op 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.