Form of Waiver and Consent Agreement

Exhibit 4.4

WAIVER AND CONSENT AGREEMENT

This Waiver and Consent (the “Waiver and Consent”) is made and entered into as of June 9, 2022, by and between BIMI International Medical Inc., a Delaware corporation (the “Company”), and ________________, a _________________ Company (the “Investor”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the November Purchase Agreement (as defined below).

WHEREAS, pursuant to a Securities Purchase Agreement, dated as of November 17, 2021 (the “November Purchase Agreement”), among the Company, the Investor and another institutional investor named therein (the “Other Investor” and together with the Investor, the “November Investors”), the November Investors purchased from the Company, and the Company issued to the November Investors certain senior secured convertible notes, in an aggregate principal amount of $7,800,000 (the “Notes”), convertible in to shares of the Company’s Common Stock (as defined in the November Purchase Agreement) and warrants to purchase Common Stock (the “November Warrants”);

WHEREAS, pursuant to Section 4(k) of the November Purchase Agreement, the Company is prohibited, for the period commencing on the date thereof and ending on the date immediately following the 60th calendar day after the Applicable Date (as defined therein), from issuing, offering, selling, granting any option or right to purchase, or otherwise disposing of (or announcing any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined therein), any preferred stock or any purchase rights;

WHEREAS, pursuant to Section 14(b) of the Notes, at all times prior to the Defeasance Time (as defined in the Notes), the Company is not permitted to incur or guarantee, assume or suffer to exist any Indebtedness (other than (i) Indebtedness (as defined in the Notes) evidenced by the Notes and (ii) other Permitted Indebtedness (as defined in the Notes);

WHEREAS, pursuant to a Securities Purchase Agreement, dated as of May 18, 2020, as amended on February 24, 2021 (as so amended, the “February Purchase Agreement”), among the Company and the investors named therein (the “February Investors” and together with the November Investors, the “Investors”), on February 26, 2021, the February Investors purchased from the Company, and the Company issued to the February Investors certain warrants to purchase shares of Common Stock (the “February Warrants” and together with the November Warrants, the “Warrants”);

WHEREAS, the Company desires to enter into a securities purchase agreement, substantially in the form provided to the Investor prior to the date hereof (the “New SPA”), pursuant to which the Company will issue and sell to the chairman of the Company’s board of directors (the “Chairman”), an aggregate of 12,500,000 shares (the “New Shares”) of the Company’s Common Stock, at a purchase price of $0.40 per share and, pending shareholder approval of the New Offering, the Chairman will provide the Company with a $5 million subordinated promissory note (the “Chairman’s Note”), which will become due and payable immediately if the New Offering is not approved by the Company’s stockholders or, upon approval by the Company’s stockholders and the issuance of the New Shares, the Chairman’s Note will be discharged in full (the “New Offering”); and

WHEREAS, the issuance of the Chairman’s Note and the New Shares in the New Offering are not permitted pursuant to Section 14(b) of the Notes and does not qualify as an issuance of Excluded Securities under the November Purchase Agreement; and

WHEREAS, Section 9(e) of the November Purchase Agreement and Section 8(e) of the February Purchase Agreement provide that no provision of the November Purchase Agreement or the February Purchase Agreement, as applicable, may be amended or waived other than by an instrument in writing signed by the Company and the holders of at least 65% of the Registrable Securities (as defined in those certain registration rights agreements referred to therein, each a “Registration Rights Agreement” and together, the “Registration Rights Agreements”)) (the “SPA Required Holders”);

WHEREAS, Section 16 of the Notes provides that an amendment, modification or waiver of the terms of the Notes must be approved by the prior written consent of the holders of Notes representing at least 65% of the aggregate principal amount of Notes outstanding (the “Note Required Holders” and together with the SPA Required Holders, the “Required Holders”);

WHEREAS, the Company and the Investor desire to waive certain terms of the November Purchase Agreement, the February Purchase Agreement, the Notes and the Warrants, and provide written consent for the New Offering and the issuance of the Chairman’s Note and the New Shares contemplated thereby, such waiver and consent to be effective at the Effective Time (as defined below);

WHEREAS, in consideration for the Investor providing its waiver and consent hereof, the Company agrees that: (i) it will use $500,000 of the proceeds from the New Offering to pay down amounts outstanding under the undersigned Investor’s Notes, with such payments to be made as follows, (a) $250,000 upon issuance of the Chairman’s Note and (b) $250,000 within two (2) business days of the receipt by the Company of shareholder approval for the New Offering (the “Use of Proceeds Condition”) and (ii) the New SPA will be signed and the New Offering and all related transactions, including those contemplated by this Waiver and Consent, will be publicly announced by the Company no later than 5:00 pm E.T. on June 10, 2022 (the “Required Disclosure Time”).

NOW THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Consent to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

6