Exhibit 10.4


 


SUBSCRIPTION AGREEMENT


 


Subscription Agreement
between the Company, and purchaser identified on the signature page to this Agreement (the “Subscriber”), and is being delivered
to the Subscriber in connection with its investment in OriginClear, Inc., a Nevada corporation (the “Company”). The
Company is conducting a private placement (the “Offering”) for an amount of up to $5,000,000 of Units, each Unit consisting
of 100 shares (the “Series R Preferred Shares”) of the Company’s newly created Series R Preferred Stock, having the
rights set forth in the Certificate of Designation of Series R Preferred Stock substantially in the form of Exhibit A hereto (the “Series
R Certificate of Designation”), (i) Series A warrants to purchase 1,000,000 shares of common stock, with an exercise price of $0.05
per share and a term of one year, substantially in the form of Exhibit B hereto (the “Series A Warrants”); (ii) solely for
those Subscribers who have purchased an aggregate of $200,000 of (a) Units in this offering, together with (b) units sold in the Company’s
offering of shares of the Company’s O Preferred Stock and Series P Preferred Stock (the “Combined Subscription Amount”),
Series B warrants to purchase (x) 1,000,000 shares of common stock, for those Subscribers with a Combined Subscription Amount of between
$200,000 and $299,999 or (y) 2,000,000 shares of common stock, for those Subscribers with a Combined Subscription Amount of at least $300,000,
with an exercise price of $0.10, and a term of one year (the “Series B Warrants”), and (iii), solely for those Subscribers
with a Combined Subscription Amount of at least $500,000, Series C warrants to purchase 1,000,000 shares of common stock, with an exercise
price of $0.25, exercisable for a period commencing when the common stock is listed on a National Securities Exchange (as defined therein)
and expiring five years from the date of initial issuance (the “Series C Warrants,” and collectively with the Series A Warrants
and the Series B Warrants, the “Warrants”; the Series R Preferred Shares, the Warrants, and the shares of common stock issuable
upon conversion of the Series R Preferred Shares and upon exercise of the Warrants are referred to collectively herein as the “Securities”)
at a purchase price of $100,000 per Unit. For the avoidance of doubt, the amount of Series R Preferred Shares and Warrants received by
Subscriber will be determined on a pro rata basis with respect to any partial Units purchased, provided that, a Subscriber may subscribe
for Units in increments of not less than hundredths of a Unit, such that no partial shares of Series R Preferred Stock will be issued.


 


Solely by way of
illustration, in the event a Subscriber hereunder purchases $500,000 of Units (and did not purchase any units of Series O Preferred Stock
and Series Preferred Stock, such that the Subscriber’s Combined Subscription Amount is also equal to $500,000), such Subscriber
would receive 500 shares of Series R Preferred Stock, 5,000,000 Series A Warrants, 10,000,000 Series B Warrants, and 5,000,000 Series
C Warrants.


 


The Offering hereunder
will terminate on the earlier of (i) October 31, 2021, or (ii) the sale of $5,000,000 of Units, subject however, to the right of the Company
to terminate or extend this Offering at any time in its discretion and the Company’s right to reject any subscription in whole or
in part.


 


IMPORTANT INVESTOR NOTICES


 


NO OFFERING LITERATURE OR ADVERTISEMENT
IN ANY FORM MAY BE RELIED UPON IN THE OFFERING OF THE UNITS EXCEPT FOR THIS SUBSCRIPTION AGREEMENT AND ANY SUPPLEMENTS HERETO (THE “AGREEMENT”),
AND NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS EXCEPT THOSE CONTAINED HEREIN.


 


THIS AGREEMENT IS CONFIDENTIAL AND THE
CONTENTS HEREOF MAY NOT BE REPRODUCED, DISTRIBUTED OR DIVULGED BY OR TO ANY PERSONS OTHER THAN THE RECIPIENT OR ITS REPRESENTATIVE, ACCOUNTANT
OR LEGAL COUNSEL, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY. EACH PERSON WHO ACCEPTS DELIVERY OF THIS AGREEMENT ACKNOWLEDGES AND
AGREES TO THE FOREGOING RESTRICTIONS.


 


THIS AGREEMENT DOES NOT PURPORT TO BE
ALL-INCLUSIVE OR TO CONTAIN ALL OF THE INFORMATION THAT YOU MAY DESIRE IN EVALUATING THE COMPANY, OR AN INVESTMENT IN THE OFFERING. THIS
AGREEMENT DOES NOT CONTAIN ALL OF THE INFORMATION THAT WOULD NORMALLY APPEAR IN A PROSPECTUS FOR AN OFFERING REGISTERED UNDER THE SECURITIES
ACT. YOU MUST CONDUCT AND RELY ON YOUR OWN EVALUATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED,
IN DECIDING WHETHER TO INVEST IN THE OFFERING.


 






     


     


    

 


THIS AGREEMENT DOES NOT CONSTITUTE AN
OFFER OR SOLICITATION OF AN OFFER TO ANY PERSON OR IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS UNLAWFUL OR NOT AUTHORIZED.
EACH PERSON WHO ACCEPTS DELIVERY OF THIS AGREEMENT AGREES TO RETURN IT AND ALL RELATED DOCUMENTS IF SUCH PERSON DOES NOT PURCHASE ANY
OF THE UNITS DESCRIBED HEREIN.


 


NEITHER THE DELIVERY OF THIS AGREEMENT
AT ANY TIME NOR ANY SALE OF UNITS HEREUNDER SHALL IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE. THE COMPANY WILL EXTEND TO EACH PROSPECTIVE INVESTOR (AND TO ITS REPRESENTATIVE, ACCOUNTANT OR LEGAL COUNSEL, IF ANY) THE OPPORTUNITY,
PRIOR TO ITS PURCHASE OF UNITS, TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE OFFERING AND TO OBTAIN ADDITIONAL
INFORMATION, TO THE EXTENT THE COMPANY POSSESSES THE SAME OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, IN ORDER TO VERIFY
THE ACCURACY OF THE INFORMATION SET FORTH HEREIN. ALL SUCH ADDITIONAL INFORMATION SHALL ONLY BE PROVIDED IN WRITING AND IDENTIFIED AS
SUCH BY THE COMPANY THROUGH ITS DULY AUTHORIZED OFFICERS AND/OR DIRECTORS ALONE; NO ORAL INFORMATION OR INFORMATION PROVIDED BY ANY BROKER
OR THIRD PARTY MAY BE RELIED UPON.


 


NO REPRESENTATIONS, WARRANTIES OR ASSURANCES
OF ANY KIND ARE MADE OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN, IF ANY, THAT MAY ACCRUE TO AN INVESTOR IN THE COMPANY.


 


THIS AGREEMENT CONTAINS FORWARD-LOOKING
STATEMENTS REGARDING THE COMPANY’S PERFORMANCE, STRATEGY, PLANS, OBJECTIVES, EXPECTATIONS, BELIEFS AND INTENTIONS. THE OUTCOME OF
THE EVENTS DESCRIBED IN THESE FORWARD-LOOKING STATEMENTS IS SUBJECT TO SUBSTANTIAL RISKS, AND ACTUAL RESULTS COULD DIFFER MATERIALLY.


 


THE OFFERING PRICE OF THE UNITS HAS BEEN
DETERMINED ARBITRARILY. THE PRICE OF THE UNITS DOES NOT NECESSARILY BEAR ANY RELATIONSHIP TO THE ASSETS, EARNINGS OR BOOK VALUE OF THE
COMPANY, OR TO POTENTIAL ASSETS, EARNINGS, OR BOOK VALUE OF THE COMPANY. THERE IS NO PUBLIC MARKET FOR THE COMPANY’S SERIES R PREFERRED
STOCK OR WARRANTS AND A LIMITED MARKET IN THE COMPANY’S COMMON STOCK AND THERE CAN BE NO ASSURANCE THAT AN ACTIVE TRADING MARKET
IN ANY OF THE COMPANY’S SECURITIES WILL DEVELOP OR BE MAINTAINED. THE PRICE OF SHARES OF COMMON STOCK QUOTED ON THE OTC MARKETS
OR TRADED ON ANY EXCHANGE MAY BE IMPACTED BY A LACK OF LIQUIDITY OR AVAILABILITY OF SUCH SHARES FOR PUBLIC SALE AND ALSO WILL NOT NECESSARILY
BEAR ANY RELATIONSHIP TO THE ASSETS, EARNINGS, BOOK VALUE OR POTENTIAL PROSPECTS OF THE COMPANY. SUCH PRICES SHOULD NOT BE CONSIDERED
ACCURATE INDICATORS OF FUTURE QUOTED OR TRADING PRICES THAT MAY SUBSEQUENTLY EXIST FOLLOWING THIS OFFERING.


 


THE COMPANY RESERVES THE RIGHT, IN ITS
SOLE DISCRETION, TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART FOR ANY REASON OR FOR NO REASON. THE COMPANY IS NOT OBLIGATED TO NOTIFY
RECIPIENTS OF THIS AGREEMENT WHETHER ALL OF THE UNITS OFFERED HEREBY HAVE BEEN SOLD.


 


FOR RESIDENTS OF ALL STATES


 


THIS OFFERING IS BEING MADE SOLELY TO
“ACCREDITED INVESTORS” (IN THE UNITED STATES), AS SUCH TERM IS DEFINED IN RULE 501 OF REGULATION D UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OR THE SECURITIES LAWS OF ANY STATE AND WILL BE OFFERED AND SOLD IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION
4(a)(2) THEREUNDER AND REGULATION D (RULE 506) OF THE SECURITIES ACT AND CORRESPONDING PROVISIONS OF STATE SECURITIES LAWS.


 


THE SECURITIES OFFERED HEREBY ARE SUBJECT
TO RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE
STATE LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 




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THE SECURITIES OFFERED HEREBY HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”), ANY STATE SECURITIES
COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING
OR THE ACCURACY OR ADEQUACY OF THIS AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


 


PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE
THE CONTENTS OF THIS AGREEMENT AS INVESTMENT, LEGAL, BUSINESS, OR TAX ADVICE. EACH INVESTOR SHOULD CONTACT HIS, HER OR ITS OWN ADVISORS
REGARDING THE APPROPRIATENESS OF THIS INVESTMENT AND THE TAX CONSEQUENCES THEREOF, WHICH MAY DIFFER DEPENDING ON AN INVESTOR’S PARTICULAR
FINANCIAL SITUATION. IN NO EVENT SHOULD THIS AGREEMENT BE DEEMED OR CONSIDERED TO BE TAX ADVICE PROVIDED BY THE COMPANY.


 


FOR FLORIDA RESIDENTS ONLY


 


THE SECURITIES REFERRED TO HEREIN WILL
BE SOLD TO, AND ACQUIRED BY, THE HOLDER IN A TRANSACTION EXEMPT UNDER § 517.061 OF THE FLORIDA SECURITIES ACT. THE SECURITIES HAVE
NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING THE
PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH SUBSCRIBER TO THE COMPANY, AN AGENT OF THE COMPANY,
OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH SUBSCRIBER, WHICHEVER OCCURS LATER.


 


	1.	SUBSCRIPTION AND PURCHASE PRICE



 


(a) Subscription.
Subject to the conditions set forth in Section 2 hereof, the Subscriber hereby subscribes for and agrees to purchase the number of Units
indicated on the Subscriber’s signature pages hereof on the terms and conditions described herein.


 


(b) Purchase
of Units. The Subscriber understands and acknowledges that the Purchase Price to be remitted to the Company in exchange for the Units
shall be set at $100,000 per Unit, for an aggregate purchase price as set forth on the signature page hereof (the “Aggregate
Purchase Price”). The Subscriber shall concurrently with delivery of this Agreement to the Company pay the Purchase Price for
the Units subscribed for hereunder, payable in United States Dollars, by wire transfer of immediately available funds to the Company in
accordance with the wire instructions provided on Annex A, or by remitting a check using the Company’s Federal Express account and
address which are also provided on Annex A. The Subscriber understands and agrees that, subject to Section 2 and applicable laws, by executing
this Agreement, it is entering into a binding agreement.


 


	2.	ACCEPTANCE, OFFERING TERM AND CLOSING PROCEDURES



 


(a) Acceptance
or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and
responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to
this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the
Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure
by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth
in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may,
on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units and provide instructions
to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the
Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any
reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription.
In the event the Closing does not take place for any reason or no reason (including, without limitation, because the Company has terminated
the Offering, which the Company may do at any time in its discretion), this Agreement and any other Transaction Documents shall thereafter
be terminated and have no force or effect, and the parties shall take all steps, to ensure that the Aggregate Purchase Price shall promptly
be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.


 






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(b) Closing.
The closing of the purchase and sale of the Units hereunder (the “Closing”) shall take place at the offices of the
Company or such other place as determined by the Company and may take place in one of more closings. Closings shall take place on a Business
Day promptly following the satisfaction of the conditions set forth in Section 5 below, as determined by the Company (the “Closing
Date”). “Business Day” shall mean from the hours of 9:00 a.m. (Eastern Time) through 5:00 p.m. (Eastern Time)
of a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required to be closed.
The Series R Preferred Shares and Warrants comprising the Units purchased by the Subscriber will be delivered by the Company within 15
Business Days following the Closing Date.


 


(c) Following
Acceptance or Rejection. The Subscriber acknowledges and agrees that this Agreement and any other documents delivered in connection
herewith will be held by the Company. In the event that this Agreement is not accepted by the Company for whatever reason, which the Company
expressly reserves the right to do, this Agreement, the Aggregate Purchase Price received (without interest thereon) and any other documents
delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Agreement. If
this Agreement is accepted by the Company, the Company is entitled to treat the Aggregate Purchase Price received as an interest free
loan to the Company until such time as the Subscription is accepted.


 


	3.	THE SUBSCRIBER’S REPRESENTATIONS, WARRANTIES AND COVENANTS



 


The Subscriber
hereby acknowledges, agrees with and represents, warrants and covenants to the Company, as follows:


 


(a) The
Subscriber has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized by
all the necessary corporate actions, and no other acts or proceedings on the part of the Subscriber are necessary to authorize the execution,
delivery or performance by the Subscriber of this Agreement, if applicable, and this Agreement constitutes a valid and legally binding
obligation of the Subscriber, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general
application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder
are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).


 


(b) The
Subscriber acknowledges its understanding that the Offering and sale of the Securities is intended to be exempt from registration under
the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) of the Securities Act and
the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the Subscriber represents
and warrants to the Company and its affiliates as follows:


 


(i) The
Subscriber realizes that the basis for the exemption from registration may not be available if, notwithstanding the Subscriber’s
representations contained herein, the Subscriber is merely acquiring the Securities for a fixed or determinable period in the future,
or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intention.


 


(ii) The
Subscriber realizes that the basis for exemption would not be available if the Offering is part of a plan or scheme to evade registration
provisions of the Securities Act or any applicable state or federal securities laws.


 


(iii) The
Subscriber is acquiring the Securities solely for investment purposes, and not with a view towards, or resale in connection with, any
distribution of the Securities


 


(iv) The
Subscriber has the financial ability to bear the economic risk of the Subscriber’s investment, has adequate means for providing
for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company.


 


(v) The
Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”)
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective
investment in the Securities. If other than an individual, the Subscriber also represents it has not been organized solely for the purpose
of acquiring the Securities.


 






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(vi) The
Subscriber has carefully reviewed and understands this Agreement in its entirety, including without limitation all Exhibits hereto (including
the Series R Certificate of Designation, the form of Series A Warrant, the form of Series B Warrant, and the form of Series C Warrant
included in Annex B) and including the Risk Factors set forth in Annex C. Without limiting the generality of the foregoing, the Subscriber
is aware that, pursuant to the Series R Certificate of Designation, upon conversion of shares of Series R Preferred Stock, a Subscriber
that holds securities of the Company that such Subscriber purchased in certain prior offerings of the Company will be entitled to Make-Good
Shares (as defined therein), subject to the terms and conditions set forth therein, that a Subscriber that does not hold such securities
purchased in such prior offerings of the Company will not be entitled to.


 


(vii) The
Subscriber (together with its Advisors, if any) has received all documents requested by the Subscriber or its agents (including that which
is attached hereto forming Annex B and Annex C), has carefully reviewed them and understands the information contained therein,
prior to the execution of this Agreement.


 


(c) The
Subscriber is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic
and related considerations involved in this investment. The Subscriber has relied on the advice of, or has consulted with, only its Advisors.


 


(d) The
Subscriber has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands
that the Securities are a speculative investment that involves a high degree of risk of loss of the Subscriber’s entire investment.
Among other things, the Subscriber has carefully considered each of the risks as described on Annex C, attached hereto.


 


(e) The
Subscriber will not sell or otherwise transfer any Securities without registration under the Securities Act or an exemption therefrom,
and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons, the Securities
have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged,
assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities
laws of such states, or an exemption from such registration is available. In particular, the Subscriber is aware that the Securities are
“restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”),
and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Subscriber understands that any sales
or transfers of the Securities are further restricted by state securities laws.


 


(f) No
oral or written representations or warranties have been made, or information furnished, to the Subscriber or its Advisors, if any, by
the Company or any of its officers, employees, agents, sub-agents, affiliates, advisors or subsidiaries in connection with the Offering,
other than any representations of the Company contained herein, and in subscribing for the Units, the Subscriber is not relying upon any
representations other than those contained herein.


 


(g) The
Subscriber’s overall commitment to investments that are not readily marketable is not disproportionate to the Subscriber’s
net worth, and an investment in the Securities will not cause such overall commitment to become excessive.


 


(h) The
Subscriber understands and agrees that the certificates for the Securities shall bear substantially the following legend until (i) such
Securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement
that has been declared effective or (ii) in the opinion of counsel acceptable to the Company, such Securities may be sold without registration
under the Securities Act, as well as any applicable “blue sky” or state securities laws:


 


“THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
STATE SECURITIES LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION COVERING SUCH SHARES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.


 






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(i) Neither
the SEC nor any state securities commission has approved the Securities or passed upon or endorsed the merits of the Offering. There is
no government or other insurance covering any of the Securities.


 


(j) The
Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons
acting on behalf of the Company concerning the Offering, the Securities, and the business, financial condition, results of operations
and prospects of the Company, and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if
any.


 


(k) In
making the decision to invest in the Securities the Subscriber has relied solely upon the information provided by the Company in the Transaction
Documents. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding
the investment, tax and legal merits and consequences of this Agreement and the purchase of the Securities hereunder. The Subscriber disclaims
reliance on any statements made or information provided by any person or entity in the course of Subscriber’s consideration of an
investment in the Securities other than the Transaction Documents.


 


(l) The
Subscriber has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like
relating to this Agreement or the transactions contemplated hereby.


 


(m) The
Subscriber is not relying on the Company or any of its employees, agents, or advisors with respect to the legal, tax, economic and related
considerations of an investment in the Securities, and the Subscriber has relied on the advice of, or has consulted with, only its own
Advisors.


 


(n) The
Subscriber acknowledges that any estimates or forward-looking statements or projections furnished by the Company to the Subscriber were
prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking
statements cannot be guaranteed by the Company or its management and should not be relied upon.


 


(o) No
oral or written representations have been made, or oral or written information furnished, to the Subscriber or its Advisors, if any, in
connection with the Offering that are in any way inconsistent with the information contained herein.


 


(p) (For
ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed of
and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan assets”
(as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification of plan assets
and impose other fiduciary responsibilities. The Subscriber or Plan fiduciary (i) is responsible for the decision to invest in the Company;
(ii) is independent of the Company and any of its affiliates; (iii) is qualified to make such investment decision; and (iv) in making
such decision, the Subscriber or Plan fiduciary has not relied primarily on any advice or recommendation of the Company or any of its
affiliates.


 


(q) This
Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees
that the Company reserves the right to reject any subscription for any reason or for no reason.


 


(r) The
Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors, affiliates
and shareholders, and each other person, if any, who controls any of the foregoing from and against any and all loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating,
preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) (a “Loss”)
arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber
to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any
covenant or agreement made by the Subscriber herein or therein.


 






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(s) The Subscriber is, and on each date on
which the Subscriber acquires restricted Securities will be, (i) an “Accredited Investor” as defined in Rule 501(a)
under the Securities Act (in general, an “Accredited Investor” is deemed to be an institution with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 (excluding such person’s principal residence) or annual
income exceeding $200,000 or $300,000 jointly with his or her spouse and/or (ii) if the Subscriber is not a resident of the United
States:


 


(a) the Subscriber
is not in the United States and is not a “U.S. Person” as defined in Rule 902 of Regulation S promulgated under the Securities
Act (a “U.S. Person”);


 


(b) the Securities
were not offered to the Subscriber in the United States;


 


(c) this Agreement
was delivered to, completed, executed and delivered by, the Subscriber (or its authorized signatory) outside the United States;


 


(d) the Subscriber
is not a “distributor” of securities, as that term is defined in Regulation S under the Securities Act, nor a dealer in securities,
and is not purchasing the Securities for the account or benefit of, directly or indirectly, any U.S. Person; and


 


(e) Subscriber has
not purchased the Securities as a result of any form of “directed selling efforts” (as such term is used in Regulation S under
the Securities Act)


 


(t) The
Subscriber, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of the Offering, and has so evaluated the merits and risks of such investment.
The Subscriber has not authorized any person or entity to act as its Purchaser Representative (as that term is defined in Regulation D
of the General Rules and Regulations under the Securities Act) in connection with the Offering. The Subscriber is able to bear the economic
risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(u) The
Subscriber has reviewed, or had an opportunity to review, the Company’s most Annual Report on Form 10-K filed with the SEC as well
as all of the Company’s filings with the SEC since January 1, 2019 (the “SEC Filings”), all of which are deemed incorporated
herein by reference, including, without limitation, all “Risk Factors” and “Forward Looking Statements” disclaimers
contained in the SEC Filings.


 


	4.	THE COMPANY’S REPRESENTATIONS, WARRANTIES AND COVENANTS



 


The Company hereby
acknowledges, agrees with and represents, warrants and covenants to the Subscriber, as follows:


 


(a) The
Company is a corporation, validly existing and in good standing under the laws of Nevada, with the requisite power and authority to own
and use its properties and assets and to carry on its business as currently conducted.


 


(b) The
Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement
and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation
by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company.


 


(c) The
execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Securities and the consummation by
it of the transactions contemplated hereby party do not and will not conflict with or violate any provision of the Company’s articles
of incorporation or other organizational or charter documents.


 


	5.	CONDITIONS TO ACCEPTANCE OF SUBSCRIPTION



 


The Company’s
right to accept the subscription of the Subscriber is conditioned upon satisfaction of the following conditions precedent on or before
the date the Company accepts such subscription:


 


(a) As
of the Closing, no legal action, suit or proceeding shall be pending that seeks to restrain or prohibit the transactions contemplated
by this Agreement.


 


(b) The
representations and warranties of the Company contained in this Agreement shall have been true and correct in all material respects on
the date of this Agreement and shall be true and correct in all material respects as of the Closing as if made on the Closing Date (except
for any such representations and warranties which are as of a different specific date).


 






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	6.	MISCELLANEOUS PROVISIONS



 


(a) No
inference shall be drawn in favor of or against any party by virtue of the fact that such party’s counsel was or was not the principal
draftsman of this Agreement.


 


(b) Each
of the parties hereto shall be responsible to pay the costs and expenses of its own legal counsel in connection with the preparation and
review of this Agreement and related documentation.


 


(c) Neither
this Agreement, nor any provisions hereof, shall be waived, modified, discharged or terminated except by an instrument in writing signed
by the party against whom any waiver, modification, discharge or termination is sought.


 


(d) The
representations, warranties and agreement of the Subscriber and the Company made in this Agreement shall survive the execution and delivery
of this Agreement and the delivery of the Securities.


 


(e) Any
party may send any notice, request, demand, claim or other communication hereunder to the Subscriber at the address set forth on the signature
page of this Agreement or to the Company at its primary office (including personal delivery, expedited courier, messenger service, fax,
ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication will be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, requests,
demands, claims and other communications hereunder are to be delivered by giving the other parties written notice in the manner herein
set forth.


 


(f) Except as otherwise
provided herein, this Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their heirs,
executors, administrators, successors, legal representatives and assigns. If the Subscriber is more than one person or entity, the
obligation of the Subscriber shall be joint and several and the agreements, representations, warranties and acknowledgments
contained herein shall be deemed to be made by, and be binding upon, each such person or entity and its heirs, executors,
administrators, successors, legal representatives and assigns. This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.


 


(g) This
Agreement is not transferable or assignable by the Subscriber.


 


(h) Except
as otherwise provided herein, this Agreement shall not be changed, modified or amended except by a writing signed by both (a) the Company
and (b) the Subscribers.


 


(i) This
Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles.


 


(j) The
Company and the Subscriber hereby agree that any dispute that may arise between them arising out of or in connection with this Agreement
shall be adjudicated before a court located in New York County, New York, and they hereby submit to the exclusive jurisdiction of the
federal and state courts of the State of New York located in New York County with respect to any action or legal proceeding commenced
by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding
brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Agreement
or any acts or omissions relating to the sale of the Securities hereunder, and consent to the service of process in any such action or
legal proceeding by means of registered or certified mail, return receipt requested, postage prepaid, in care of the address set forth
herein or such other address as either party shall furnish in writing to the other.


 






    - 8 -


     


    

 


(k) WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY
AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES
FOREVER TRIAL BY JURY.


 


(l) This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


	7.	LEAK OUT.



 


The Subscriber hereby
agrees that, for a period commencing on the date of this Agreement, and expiring on the date that the Subscriber does not beneficially
own any Securities (the “Restricted Period”), Subscriber will not sell, dispose or otherwise transfer, directly or indirectly,
(including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or
short positions) in any 90 day period more than 1% of the total outstanding shares of common stock of the Company as of the end of such
90 day period. The Subscriber agrees that the Company may have stop transfer instructions placed with the Company’s transfer agent
against transfer of shares held by Subscriber except in compliance with this Section 7. The Company may waive the limitations set forth
in this Section 7 at any time in its sole discretion.


 


[Signature Pages Follow]


 






    - 9 -


     


    

 


SUBSCRIBER MUST COMPLETE THIS PAGE


 


IN WITNESS WHEREOF, the Subscriber has executed this Agreement
on the____ day of _________ , 20___.


 


	 __________________________________	x  $100,000 for each Unit =	 __________________________________
	Units subscribed for	 	Aggregate Purchase Price


 


Manner in which Title is to be held (Please Check One):


 






	1. 	____	Individual		7. 	____	Trust/Estate/Pension or Profit sharing Plan
	 	 	 	 	 	 	Date Opened:_________
	
    2.
	____	Joint Tenants with Right of Survivorship		
    8.
	____	
    

    As a Custodian for 

	 	 	 	 	 	 	__________________________________
	 	 	 	 	 	 	Under the Uniform Gift to Minors Act of the State
    of
	 	 	 	 	 	 	
	3. 	____	Community Property		9. 	____	Married with Separate Property
	4. 	____	Tenants in Common		10. 	____	Keogh
	5. 	____	Corporation/Partnership/ Limited Liability		11. 	____	Tenants by the Entirety
	 	 	Company	 	 	 	 
	6. 	____	IRA		 		 


 


ALTERNATIVE DISTRIBUTION INFORMATION


 


To direct distribution to a party other than the registered
owner, complete the information below.


 


YOU MUST COMPLETE THIS SECTION IF THIS IS AN IRA INVESTMENT.


 


Name of Firm (Bank, Brokerage, Custodian):  


 


Account Name: ________________________________________________________________________________


 


Account Number:  ______________________________________________________________________________


 


Representative Name:  ___________________________________________________________________________


 


Representative Phone Number:  ____________________________________________________________________


 


Address:  _____________________________________________________________________________________


 


City, State, Zip: ________________________________________________________________________________



 




    - 10 -


     


    

 


IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER
MUST SIGN.


INDIVIDUAL SUBSCRIBERS MUST COMPLETE THIS PAGE.


SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE
FOLLOWING PAGE.


 


EXECUTION BY NATURAL PERSONS


 
Exact
Name in Which Title is to be Held


 


	 	 	 
	Name (Please Print)	 	Name of Additional Subscriber
	 	 	 
	 	 	 
	Residence: Number and Street	 	Address of Additional Subscriber
	 	 	 
	 	 	 
	City, State and Zip Code	 	City, State and Zip Code
	 	 	 
	 	 	 
	Social Security Number	 	Social Security Number
	 	 	 
	 	 	 
	Telephone Number	 	Telephone Number
	 	 	 
	 	 	 
	Fax Number (if available)	 	Fax Number (if available)
	 	 	 
	 	 	 
	E-Mail (if available)	 	E-Mail (if available)
	 	 	 
	 	 	 
	(Signature)	 	(Signature of Additional Subscriber)




 


ACCEPTED this 
            day of  ________ , 20__, on behalf of the Company.


 





	 	ORIGINCLEAR, INC.
	 	 	         
	 	By:	                
	 	Name: 	T. Riggs Eckelberry    
	 	Title:	Chief Executive Officer


 


[SIGNATURE PAGE FOR SUBSCRIPTION AGREEMENT]


 




    - 11 -


     


    

 


EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY


(Corporation, Partnership, LLC, Trust, Etc.)


 


_____________________________________________________


Name of Entity (Please Print)


 


	Date of Incorporation or Organization:	 
	
     

    State/Country of Principal Office:
	 





	
     

    Federal Taxpayer Identification Number (or foreign equivalent):
	 





	
     

     

	Office Address	 
	
     

     

	City, State and Zip Code	 
	
     

     
	 
	Telephone Number	 
	
     

     
	 
	Fax Number (if available)	 
	
     

     
	 
	E-Mail (if available)	 
					


 








	 	By:	                
	 	 	Name:
  
	 		Title:


 


ACCEPTED this 
            day of  ________ , 20__, on behalf of the Company.


 





	 	ORIGINCLEAR, INC.
	 	 	         
	 	By:	                
	 	Name: 	T. Riggs Eckelberry    
	 	Title:	Chief Executive Officer


 


[SIGNATURE PAGE FOR SUBSCRIPTION
AGREEMENT]


 






    - 12 -


     


    

 


ANNEX A


 


SENDING OPTIONS


 




    - 13 -


     


    

 


ANNEX B


 


DOCUMENTATION PROVIDED TO SUBSCRIBER


 


(See Attached)


 




    - 14 -


     


    

 


ANNEX C


 


RISK FACTORS


 


An investment in the Securities of
the Company involves a high degree of risk and should be considered only by persons who can afford to lose their entire investment and
who have no need for liquidity in their investment. You should carefully consider the risk factors described below, and discussed in the
section titled “Risk Factors” in our most recent Annual Report on Form 10-K, as well as the risks, uncertainties and additional
information set forth in our SEC Filings incorporated by reference herein. Our business, financial condition or results of operations
could be materially adversely affected by any of these risks. The trading price of our common stock could decline due to any of these
risks, and you may lose all or part of your investment.


 


Risks Related to the Securities and This Offering


 


There is no public market for the Series R Preferred
Shares or Warrants and a limited public market for the common stock.


 


There is no public market for the Series
R Preferred Shares or the Warrants, and we not intend to have such securities quoted or listed on any market. In addition, our common
stock is quoted on the OTC Pink which is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity
than the NASDAQ Capital Market or other national securities exchange. These factors may have an adverse impact on the trading and price
of our common stock.


 


The Securities will be subject to restrictions
on resale.


 


We have not registered the sale of any
of the Securities under the Securities Act or any state securities laws. The securities offered hereby are highly illiquid, and are not
transferable except in accordance with the Securities Act. Consequently, the Securities may not be resold or otherwise transferred unless
they are subsequently registered under applicable securities laws or an exemption therefrom is available. In view of these and other limitations
to the transfer of the Securities as described herein, the Securities should be considered an illiquid investment which may need to be
held indefinitely. Limitations on the transfer of the Securities may also adversely affect the price that a Subscriber might be able to
obtain for such securities in a private sale.


 


The price of the Units has been determined
without a third party valuation or fairness opinion.


 


We have set the price of Units without
the benefit of any third party valuation or fairness opinion or review. You must make your own determination as to the accuracy, fairness
or reasonableness of the price of the Units and the other terms of the Offering.


 


We will have significant discretion
over the use of the gross proceeds.


 


The Company intends to use the net proceeds
of this Offering for general corporate purposes and to meet working capital needs. Accordingly, Company management will have broad discretion
as to the application of such proceeds. There can be no assurance that management’s use of proceeds generated through this Offering
will prove optimal or translate into revenue or profitability for the Company.


 


There is no investor counsel.


 


The Company has not retained any independent professionals
to review or comment on this Offering or otherwise protect the interests of Subscribers. Although the Company has retained its own counsel,
neither such firm nor any other firm has made any independent examination of any factual matters represented by management herein, and
purchasers of the Securities offered hereby should not rely on any such firms so retained with respect to any matters herein described.


 






    - 15 -


     


    

 


No governmental entity has evaluated
our securities.


 


No federal or state commission, department
or agency has made any evaluation, finding, recommendation or endorsement with respect to the Securities.


 


Additional stock offerings in the future may dilute
then-existing shareholders’ percentage ownership of the Company.


 


Given our plans and expectations that
we will need additional capital and personnel, we anticipate that we will need to issue additional shares of common stock or securities
convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants.
The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders. Without limiting
the generality of the foregoing, the Company may conduct other offerings concurrent with this offering.


 


Subscribers in this Offering who do not hold securities
of the Company purchased in certain prior offerings of the Company will be subject to additional dilution.


 


Pursuant
to the Series R Certificate of Designation, subscribers in this Offering who hold securities of the Company that such subscribers purchased
in certain prior offerings of the Company, at such time as they convert Series R Preferred Stock to common stock, will be entitled to
additional shares of common stock, pursuant to the formula and subject to the terms and conditions set forth therein, that holders of
Series R Preferred Stock who convert shares to common stock will not otherwise be entitled to. This will result in additional dilution
to subscribers in this Offering who do not hold such securities purchased in such prior offerings of the Company and will thus not be
entitled to such additional shares.


 


We may be unable to pay dividends on the Series
R Preferred Stock


 


Under
Nevada law, the Company may not pay cash dividends to holders of Series R Preferred Stock if the Company would not be able to pay its
debts as they become due in the usual course of business. This may limit our ability to pay dividends on the Series R Preferred Stock.
In addition, the Company has certain other series of preferred stock that are entitled to dividends, as further described in the SEC Filings.
This may also adversely affect our ability to pay dividends on the Series R Preferred Stock.  


 


The Series R Preferred Shares will not
have voting rights.


 


Holders of the Series R Preferred Shares,
by virtue of holding such shares, will not have any voting rights, except as may be required under applicable law. Thus, the holders of
the Series R Preferred Shares, by virtue of holding such shares, will have no right to participate in the election of directors of the
Company or any other matter that may be brought to the vote of the shareholders of the Company.


 


The Series R Preferred Shares will be
subject to the Company’s right of redemption.


 


Pursuant to the Series R Certificate
of Designation, the Company will have the right (but no obligation) to redeem outstanding shares of Series R Preferred Stock, in the Company’s
discretion, subject to the terms and conditions set forth therein. Such redemption, if it occurs, may reduce the return on Series R Preferred
Shares for Subscribers, as redeemed shares will no longer be entitled to further dividends.


 


The Warrants are speculative in
nature.


 


The Warrants do not confer any rights
of common stock ownership on their holders, such as voting rights, but rather merely represent the right to acquire shares of common stock
at a fixed price for a limited period of time. The market price of the common stock may never equal or exceed the respective exercise
prices of the Warrants, and consequently, it may never be profitable for holders of the Warrants to exercise the Warrants. In addition,
the Series C Warrants will not be exercisable until such time as the common stock is traded on a national securities exchange, which may
not occur prior to such Warrants expiring.


 


Investors should consult their own tax advisers
regarding tax consequences of this Offering, the Series R Preferred Shares, and the Warrants.


 


The Company makes no representations
regarding the tax treatment that will apply to the Series R Preferred Shares, the Warrants, or this Offering, including, without limitation,
with respect to any dividend or redemption payments under the Series R Preferred Shares. Subscribers should consult their own tax advisers
regarding such tax consequences.


 




    - 16 -


     


    

 


Exhibit A


 


Form of Certificate of Designation
of Series R Preferred Stock


 




     


     


    

 


Exhibit B 


 


Form of Series A Warrant


 




     


     


    

 


Exhibit C


 


Form of Series B Warrant


 




     


     


    

 


Exhibit D


 


Form of Series C Warrant