SUBSCRIPTION
AGREEMENT


VICTORY
COMMERCIAL MANAGEMENT INC.


 


WHEREAS,
Victory Commercial Management Inc., a Nevada Corporation (the “Company”), desires to issue up to 5,000,000 shares
of common stock, par value $.0001 per share (“Common Stock”) at a price of $1.00 per share pursuant to the Registration
Statement on Form S-1 initially filed with the Securities and Exchange Commission (the “Commission”) filed on December
29, 2017, which was declared effective on [ ] , 2018  (the “Registration Statement”);


 


WHEREAS,
the undersigned (the “Purchaser,” together with the Company, the “Parties”) desires to acquire the
number of shares set forth on the signature page hereto.


 


NOW,
THEREFORE, for and in the consideration of premises and the mutual covenants hereinafter set forth, the Parties hereby agree
the following:


 


1.
Subscription. The Purchaser hereby irrevocably subscribes for and agrees to purchase the number of shares of Common Stock
of the Company, set forth on the signature page of this Agreement at a price of US $1.00 per share for the aggregate price
set forth on the signature page of this Agreement (U.S. dollars) (the “Funds”) pursuant to the Registration Statement.
A copy of Registration Statement was provided to the Purchaser by the Company. Together with this Subscription Agreement, the
Purchaser is delivering to the Company the full amount of the purchase price for the Shares in respect of which it is subscribing.


 


2.
Representations and Warranties of the Purchaser. In order to induce the Company to accept this subscription, the Purchaser
hereby represents and warrants to, and covenants with, the Company as follows:


 


A.
The Purchaser is purchasing the Shares for the Purchaser’s own account.


 


B.
The Purchaser has had the opportunity to ask and receive answers to any and all questions the Purchaser had with respect to the
Company, its Registration Statement, its business plan, management and current financial condition. The Purchaser acknowledges
that the Company is newly organized, does not have an operating history. The Purchaser recognizes that the purchase of the Shares
involves a high degree of risks.


 


C.
The Purchaser is capable of evaluating the merits and risks involved in an investment in the Shares and acknowledges that an investment
in the Shares entails a number of very significant risks and the Purchaser is able to withstand the total loss of its investment.
The Purchaser acknowledges that the Company has recommended that each Purchaser obtain independent legal and financial advice
prior to subscribing.


 


D.
Except as set forth in this Agreement, no representations or warranties have been made to the Purchaser by the Company or any
agent, employee or affiliate of the Company and in entering into this transaction the Purchaser is not relying upon any information,
other than that contained in this Agreement and the result of independent investigation by the Purchaser.


 


E.
The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and
this Agreement is a legally binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.


 


F.
The Purchaser hereby acknowledges receipt of a copy of the Prospectus under the Registration Statement relating to this offering
and the Shares (the “Prospectus”), which is on file with the United States Securities and Exchange Commission. The
Purchaser represents and warrants that, in making his decision in investing the Shares, he is not relying on any representation
other that those contained in the Prospectus.


 




    	 



     


    

 


3.
Representations of the Company. The Company represents and warrants to the Purchaser that:


 


A.
The Company is duly incorporated under the laws of the State of Nevada and is in good standing in accordance with all applicable
federal and state laws.


 


B.
The execution, delivery and performance of this Agreement by the Company and the performance of its obligations hereunder do not
and will not constitute a breach or violation of any of the terms and provisions of, or constitute a default under or conflict
with or violate any provisions of (i) the Company’s Articles of Incorporation or By-laws, (ii) any indenture, mortgage,
deed of trust, agreement or any instrument to which the Company is a party or by which it or any of its property is bound, (iii)
any applicable statute or regulation, or (iv) any judgment, decree or order of any court or government body having jurisdiction
over the Company or any of its property.


 


C.
The execution, delivery and performance of this Agreement and the consummation of the issuance of the Shares and the transactions
contemplated by this Agreement are within the Company’s corporate powers and have been duly authorized by all necessary
corporate and stockholder action on behalf of the Company.


 


D.
There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending
or, to the knowledge of the Company, threatened against or affecting the Company or any of its properties, which might result
in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects
of the Company, or which might materially and adversely affect the properties or assets thereof.


 


E.
The Company is not in default in the performance or observance of any material obligation agreement, covenant or condition contained
in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which
it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company
of its obligations under this Agreement will conflict with or result in the breach or violation of any of the terms or provisions
of, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties of the Company
under any material deed of trust or other material agreement or instrument to which the Company is party or by which it is bound
or any statute or the Articles of Incorporation or By-laws of the Company, or any decree, judgment, order, ruling or regulation
of any court or government agency or body having jurisdiction over the Company or its properties.


 


F.
There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been
disclosed in writing to the Purchaser that (i) could reasonably be expected to have a material adverse effect on the condition
(financial or otherwise) or on the earnings, business affairs, business prospects, properties or assets of the Company, or (ii)
could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant
to this Agreement.


 


4.
Non-Assignability. Neither this Agreement nor any of the rights of the Purchaser hereunder may be transferred or assigned
by the Purchaser. Moreover, the Company shall refuse to register any transfer of the common stock not made in accordance with
the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration.


 


5.
Modification/Entire Agreement. This Agreement (i) may only be modified by a written instruction executed by the Purchaser
and the Company; (ii) sets forth the entire agreement of the Purchaser and the Company with respect to the subject matter hereof;
and (iii) shall ensure heirs, legal representatives, successors and permitted assigns.


 


6.
Governing Law. This Agreement will be construed and enforced in accordance with and governed by the laws of the State of
Nevada.


 


7.
Notices. All Notices or other communication hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally (including courier service) or mailed by certified or registered mail, return receipt requested, postage
prepaid.


 




    	 



     


    

 


Signature
Page


 


Concurrent
with execution of this Agreement, the Purchaser is purchasing ____________ shares of Common Stocks of the Company at a price of
$1.00 per Share (the “Subscription Price”).


 


Purchaser
hereby confirms the subscription for and purchase of said number of shares and hereby agrees to pay herewith the Subscription
Price for such Shares.


 


MAKE
CHECK PAYABLE TO: [ ]


 


Executed
this ____ day of _________________, 20____.


 


	 	 	 
	 	 	 
	 	 	Signature
of Purchaser
	 	 	 
		 	 
	Address
    of Purchaser	 	 
		 	 
	Printed
    Name of Purchaser	 	 










 


PLEASE
ENSURE FUNDS ARE IN US DOLLARS


 


                            ____________
X $1.00 = US$ __________


Number
of Shares Purchased                        Total Subscription Price


 


Form
of Payment: Cash: _________ Check: __________ Other: ____________________


 


Victory
Commercial Management Inc.


 


	By:
    	 	 
	Title: