Pop Culture (CPOP) 6-KReport of Foreign Private Issuer

Exhibit 10.1

Subscription Agreement

This subscription agreement (this “Subscription”) is dated ______, 2024, by and between the investor identified on the signature page hereto (the “Investor”) and Pop Culture Group Co., Ltd, a Cayman Islands company (the “Company”). The parties agree as follows:

1. Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of the Company’s Class A ordinary shares, par value $0.01 per share (the “Shares”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a currently effective shelf registration statement on Form F-3, as amended (Registration No. 333-266130) (the “Registration Statement”). The Registration Statement was declared effective by the Securities and Exchange Commission (the “Commission”) on November 18, 2022. A prospectus supplement (the “Prospectus Supplement”) will be filed with the Commission and delivered to the Investor as required by law. The Shares are being self-underwritten and offered by the Company on a “best efforts” basis, with a price equal to $2.86. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the base prospectus contained in the Registration Statement and the Prospectus Supplement, at the Closing (i) the Investor shall pay the Purchase Price to the Company for the Shares to be issued and sold to such Investor, by wire transfer of immediately available funds per wire instructions as provided on the signature line below, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement, any amendment to the Registration Statement, and the Prospectus Supplement, the terms of which govern the investment in the Shares.

2. Miscellaneous. All questions concerning the construction, validity, enforcement and interpretation of this Subscription shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. This Subscription may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or via electronic format. All communications hereunder, except as otherwise specifically provided herein, shall be in writing and shall be mailed, hand delivered, sent by a recognized overnight courier service such as Federal Express, or sent via facsimile or e-mail transmission, to the party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing (i) to the Company: as set forth on the signature page hereto and (ii) to the Investor: as set forth on the signature page hereto. All notices hereunder shall be effective upon receipt by the party to which it is addressed.

[Signature Page Follows]

If the foregoing correctly sets forth our agreement, please confirm this by signing and returning to us the duplicate copy of this Subscription.

Select method of delivery of Shares: DRS or DWAC (Check One)

___________    DRS ELECTRONIC BOOK ENTRY CONFIRMATION (hold shares at transfer agent) Delivery Instructions:

Name in which Shares should be issued: ____________

Address for Shareholder: _________________; Attention: _____________________________________

Telephone No.: ____

WIRE PAYMENT INSTRUCTIONS:

ABA Routing No:

SWIFT Code:

Bank Name:

Bank Address:

Beneficiary Account Name:

Beneficiary Account No:

Beneficiary Address:

Please email back the completed Subscription to: