Exhibit 10.23


 





PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT


 


THIS
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (the “Agreement”) is made this _____th day of May, 2017, among (i) ZK International
Group Co., Ltd. (the "Company"), a British Virgin Islands limited liability company, and (ii) each purchaser identified
on the signature pages to this Agreement (each a “Purchaser” and collectively, the “Purchasers”).


 


Purchase
of Ordinary Shares


 


		1.	Subscription



 


1.1                            The
undersigned Purchasers (each a “Purchaser”) hereby subscribe for and agree to purchase from the Company for cash (the
“Subscription Proceeds”, on the basis of the representations and warranties and subject to the terms and conditions
set forth herein, ordinary shares, of the Company, no par value per share (the “Ordinary Shares”) and in an amount
for subscription shares as set out on each Subscriber’s signature page hereto (each such subscription an agreement to purchase
being a “Subscription”) at a purchase price of US$2.00 per Ordinary Share.


 


1.2                            Subject
to the terms hereof, the Subscription will be effective upon its acceptance by the Company. The Purchasers acknowledge that there
is no minimum required to close any subscription under the offering.


 


		2.	Payment



 


2.1                            Each
Purchaser acknowledges and agrees that its commitment to purchase Ordinary Shares of the Company hereunder is and shall be irrevocable
upon delivery of the Subscription Proceeds and an executed counterpart original of this Subscription Agreement, an investor questionnaire,
form of which is attached hereto as Exhibit A (the “Investor Questionnaire”) and Registration Rights Agreement, form
of which is attached hereto as Exhibit B (the “Registration Rights Agreement”), to the Company. The Subscription Proceeds
must accompany or precede this Subscription Agreement and shall be paid by wire transfer to the following bank account.


 





	Title
    of the Account:	ZK
    Pipe Industry Co. Limited
	Account
    #:	20133112
	Beneficiary
    Bank:	China
    Merchants Bank Co. Ltd, Hong Kong Branch
	Swift
    Code:	CMBCHKHH
	Bank
    Address:	21/F
    Bank of America Tower
	 	12
    Harcourt Road, Central, Hong Kong


  


		3.	Deliveries
                                         at or Prior to Closing



 


3.1                            Prior
to acceptance of this Subscription Agreement by the Company, each Purchaser must complete, sign and return to the Company, or
Company’s counsel Ortoli Rosenstadt LLP, an executed copy of this Subscription Agreement and Registration Rights Agreement
with completed and executed Investor Questionnaire and wire transfer the Subscription Proceeds as described in Section 2.1, above.


 






     


     


    

  


3.2                            Each
Purchaser shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires,
notices and undertakings as may be required by regulatory authorities or by applicable law.


 


3.3                            The
Company shall deliver to each Purchaser the following:


 


		(a)	at
                                         the Closing (as defined below), a counterpart of this Subscription Agreement and Registration
                                         Rights Agreement, duly executed by an authorized signatory of the Company;



 


		(b)	within
                                         10 business days of the Closing Date (as defined below), a certificate or evidence of
                                         electronic book entry representing the Ordinary Shares in the amount set forth on the
                                         signature page hereto.



 


		4.	Closing



 


4.1                            Completion
of the sale of the Ordinary Shares contemplated in this Subscription Agreement (any such completion, a "Closing")
shall occur on or before April 25, 2017, or on a such date to be mutually agreed upon by the Company and the Purchaser.


 


4.2                            The
Company may, at its discretion, elect to close the Offering in one or more closings, in which event the Company may agree with
one or more of the Purchasers (including the Purchaser hereunder) to complete delivery of the Ordinary Shares to such Purchaser(s)
against payment therefore at any time on or prior to the furthest most date set by Section 4.1.


 


		5.	Conditions
                                         to Closing



 


5.1                            Upon
acceptance of this Subscription Agreement, the obligations of the Company to Close on the Closing Date are subject to the following
conditions:


 


		(a)	Delivery
                                         of the transaction documents as set forth in Section 3.1 and 3.2.



 


		(b)	that
                                         all of the representations and warranties of the Purchaser made in this Subscription
                                         Agreement, the Investor Questionnaire and the Registration Rights Agreement are accurate
                                         in all material respects when made and on the Closing Date;



 


		(c)	that
                                         all of the obligations, covenants and agreements of the Purchaser required to be performed
                                         at or prior to the Closing Date shall have been performed; and



 


		(d)	that
                                         the Company shall have received the Subscription Proceeds.



 


5.2                            The
obligations of the Purchaser hereunder to Close on the Closing Date are subject to the following conditions:


 


		(a)	that
                                         all of the representations and warranties of the Company made in this Subscription Agreement
                                         and Registration Rights Agreement are accurate in all material respects when made and
                                         on the Closing Date; and



 


		(b)	that
                                         all of the obligations, covenants and agreements of the Company required to be performed
                                         at or prior to the Closing Date shall have been performed.



 






     


     


    

 


 


		6.	The Company’s
                                         Covenant



 


6.1                            Company
shall not offer equity securities, or any securities convertible into or exchangeable for equity securities, to any person or
engages in any transaction that could have a dilutive effect on the beneficial ownership of the Purchaser unless first obtaining
a written consent by each Purchaser. This right of approval will terminate immediately prior to the closing of any underwritten
initial public offering of the Ordinary Shares pursuant to a Registration Statement under the Securities Act of 1933, as amended
(the “Securities Act”).


 


		7.	Representations,
                                         Warranties, Acknowledgements and Covenants of the Purchaser



 


7.1                            Each
Purchaser severally and not jointly hereby acknowledges and agrees as of the date hereof and as of the Closing Date that:





 


		(a)	none
                                         of the Ordinary Shares have been registered under the Securities Act, or under any state
                                         securities or "blue sky" laws of any state of the United States or any other
                                         jurisdiction, and the Purchaser may not to make any disposition of all or any portion
                                         of the Securities unless and until the disposition of such shares is registered in an
                                         effective registration statement under the Securities Act or is exempt from registration
                                         thereunder:



 


		(b)	the
                                         Company is obligated to pay a placement fee to Boustead Securities, LLC (the “Placement
                                         Agent”) pursuant to a separate agreement between such Placement Agent and the Company,
                                         which shall include an amount not to exceed seven percent (7%) of the Subscription Proceeds;



 


		(c)	the
                                         decision to execute this Subscription Agreement and acquire the Ordinary Shares hereunder
                                         has not been based upon any oral or written representation (other than representations
                                         set out in this Agreement) as to fact or otherwise made by or on behalf of the Company;



 


		(d)	there
                                         are risks associated with an investment in the Company and the Ordinary Shares, including,
                                         but not limited to, (i) the risk of changes in the cost of raw materials and energy,
                                         (ii) the risk of intense competition in the PRC domestic
                                         market, (iii) risks related to our significant amount of short-term debt and (iv) the
                                         risk of severe financial hardship or bankruptcy of one or more of our major clients;



 


		(e)	it
                                         has received all the information it considers necessary or appropriate for purposes of
                                         deciding whether to purchase the Ordinary Shares. Each Purchaser further represents that
                                         it has had an opportunity to ask questions and receive answers from the Company regarding
                                         the terms and conditions of the Ordinary Shares and regarding the business, properties,
                                         prospects and financial condition of the Company, and to obtain additional information
                                         (to the extent the Company possessed such information or could acquire it without unreasonable
                                         effort or expense) necessary to verify the accuracy of any information furnished to it
                                         or to which it had access;



 


		(f)	it
                                         has been advised to consult its own legal, tax and other advisors with respect to the
                                         merits and risks of an investment in the Ordinary Shares and with respect to applicable
                                         resale restrictions;



 


		(g)	it
                                         understands that the Company is making no representations and warranties regarding tax
                                         consequences for your investment in the Ordinary Shares, the US Foreign Corrupt Practices
                                         Act or the securities law of the home or residential jurisdiction of any Purchaser.



 






     


     


    

  


7.2                            Each
Purchaser severally and not jointly hereby represents and warrants to, and covenants with, the Company (which representations,
warranties and covenants shall survive the Closing) as of the date hereof and as of the Closing Date that:


 


		(a)	it
                                         has the legal capacity and competence to enter into and execute this Subscription Agreement
                                         and to take all actions required hereby and, if the Purchaser is a corporation, it is
                                         duly incorporated and validly existing under the laws of its jurisdiction of incorporation
                                         and all necessary approvals by its directors, shareholders and others have been obtained
                                         to authorize execution and performance of this Subscription Agreement on its behalf;



 


		(b)	the
                                         entering into of this Subscription Agreement and the transactions contemplated hereby
                                         do not result in the violation of any of the terms and provisions of any law or regulation
                                         applicable to the Purchaser or of any agreement, written or oral, to which the Purchaser
                                         may be a party or by which the Purchaser is or may be bound;



 


		(c)	the
                                         Purchaser has duly executed and delivered this Subscription Agreement and it constitutes
                                         a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance
                                         with its terms;



 


		(d)	All
                                         information furnished in the Investor Questionnaire completed is true and correct in
                                         all respects;



 


		(e)	the
                                         Purchaser acknowledges that the sale of the Ordinary Shares hereunder is being made pursuant
                                         to an exemption from registration under the Securities Act in compliance with Regulation
                                         D promulgated under the Securities Act, and that the Purchaser is an “accredited
                                         investor”, as defined in Rule 501 of Regulation D, as set out in the Investor Questionnaire;



 


		(f)	the
                                         Purchaser is acquiring the Ordinary Shares for investment purposes for its own account
                                         and not on behalf of any U.S. person, and not with
                                         a view to a distribution of all or any part thereof. The Purchaser is aware that there
                                         are legal and practical limits on its ability to sell or dispose of the Ordinary Shares
                                         and therefore, that the Purchaser must bear the economic risk of its investment for an
                                         indefinite period of time. The Purchaser has adequate means of providing for its current
                                         needs and anticipated contingencies and has no need for liquidity of this investment.
                                         The Purchaser’s commitment to illiquid investments is reasonable in relation to
                                         its net worth;



 


		(g)	the
                                         Purchaser (i) has such knowledge and experience in business matters as to be capable
                                         of evaluating the merits and risks of its prospective investment in the Ordinary Shares;
                                         and (ii) has the ability to bear the economic risks of its prospective investment and
                                         can afford the complete loss of such investment;



 


		(h)	the
                                         Purchaser is not aware of any advertisement of any of the Ordinary Shares and is not
                                         acquiring any of the Ordinary Shares as a result of any form of general solicitation
                                         or general advertising including advertisements, articles, notices or other communications
                                         published in any newspaper, magazine or similar media or broadcast over radio or television,
                                         or any seminar or meeting whose attendees have been invited by general solicitation or
                                         general advertising;



 






     


     


    

  


		(i)	no
                                         person has made any written or oral representations to the Purchaser:



 


		(i)	that
                                         any person will resell or repurchase any of the Ordinary Shares;



 


		(ii)	that
                                         any person will refund the purchase price of any of the Ordinary Shares; or



 


		(iii)	as
                                         to the future price or value of any of the Ordinary Shares; and



 


		(j)	the
                                         Purchaser will indemnify and hold harmless the Company and, where applicable, its directors,
                                         officers, employees, agents, advisors and shareholders, 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) arising out of or based upon any representation or warranty
                                         of the Purchaser contained herein or in any document furnished by the Purchaser to the
                                         Company in connection herewith being untrue in any material respect or any breach or
                                         failure by the Purchaser to comply with any covenant or agreement made by the Purchaser
                                         to the Company in connection therewith.



 


7.3                            Between
the date of this Agreement and the Closing, the Purchaser shall notify the Company if any of the above representations and warranties
ceases to be true.


 


7.4                            Each
Purchaser, severally but not jointly, acknowledges that the representations and warranties contained herein are made by it with
the intention that they may be relied upon by the Company and its legal counsel in determining such Purchaser's eligibility to
purchase the Ordinary Shares for which it is subscribing under applicable securities legislation. Each Purchaser further agrees
that by accepting delivery of the certificates representing the Ordinary Shares on the Closing Date, it will be representing and
warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same
force and effect as if they had been made by the Purchaser at the Closing Date and that they will survive the purchase by the
Purchaser of Ordinary Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Purchaser
of such Ordinary Shares.


 


		8.	Representations
                                         and Warranties of the Company



 


8.1                            The
Company acknowledges and agrees that each Purchaser is entitled to rely upon the representations and warranties of the Company,
contained in this Agreement and further acknowledges that each Purchaser will be relying upon such representations and warranties
in purchasing the Ordinary Shares. The Company represents and warrants as follows:


 


		(a)	The
                                         Company is duly incorporated, validly existing and in good standing under the laws of
                                         the British Virgin Islands.



 


		(b)	The
                                         Company has the requisite power and authority to own and use its properties and assets
                                         and to carry on its business as currently conducted.



 






     


     


    

  


		(c)	The
                                         Company is not in violation or default of any of the provisions of its articles of incorporation
                                         or bylaws. The Company is duly qualified to conduct its business and is in good standing
                                         as a foreign corporation or other entity in each jurisdiction in which the nature of
                                         the business conducted or property owned by it makes such qualification necessary, except
                                         where the failure to be so qualified or in good standing, as the case may be, could not
                                         reasonably be expected to result in (i) a material adverse effect on the legality, validity
                                         or enforceability of this Subscription Agreement, (ii) a material adverse effect on the
                                         results of operations, assets, business or financial condition of the Company, taken
                                         as a whole, or (iii) a material adverse effect on the Company’s ability to perform
                                         in any material respect on a timely basis its obligations under this Subscription Agreement
                                         (any of (i), (ii) or (iii) being hereafter referred to as a “Material Adverse
                                         Effect”), and no proceeding has been instituted in any such jurisdiction revoking,
                                         limiting or curtailing or seeking to revoke, limit or curtail such power and authority
                                         or qualification.



 


		(d)	The
                                         Company has the requisite corporate power and authority to enter into and to consummate
                                         the transactions contemplated by this Subscription Agreement and to carry out its obligations
                                         hereunder. The execution and delivery of this Subscription Agreement by the Company and
                                         the consummation by it of the transactions contemplated hereby have been duly authorized
                                         by all necessary action on the part of the Company and no further corporate authorization
                                         is required by the Company in connection therewith.



 


		(e)	Upon
                                         delivery, this Subscription Agreement will have been duly executed by the Company and
                                         will constitute the valid and binding obligation of the Company enforceable against the
                                         Company in accordance with its terms except (i) as limited by applicable bankruptcy,
                                         insolvency, reorganization, moratorium and other laws of general application affecting
                                         enforcement of creditors’ rights generally and (ii) as limited by laws relating
                                         to the availability of specific performance, injunctive relief or other equitable remedies.



 


		(f)	Upon
                                         execution and delivery of this Subscription Agreement and the performance by the Company
                                         of the obligations imposed on it in this Subscription Agreement, including the issuance
                                         and sale of the Ordinary Shares, will not (i) conflict with or violate any provision
                                         of the Company’s certificate or articles of incorporation, bylaws or other organizational
                                         or charter documents, or (ii) conflict with, or constitute a default (or an event that
                                         with notice or lapse of time or both would become a default) under, or give to others
                                         any rights of termination, amendment, acceleration or cancellation (with or without notice,
                                         lapse of time or both) of, any material agreement, credit facility, debt or other instrument
                                         (evidencing a Company debt or otherwise) or other agreement to which the Company is a
                                         party or by which any material property or material asset of the Company, or (iii) conflict
                                         with or result in a violation of any law, rule, regulation, order, judgment, injunction,
                                         decree or other restriction of any court or governmental authority to which the Company
                                         is subject, or by which any material property or material asset of the Company is bound,
                                         except, in each case, as could not reasonably be expected to result in a Material Adverse
                                         Effect.



 


		(g)	Except
                                         for consents from individuals and entities as set forth on Schedule 8.1(g), the Company
                                         is not required to obtain any consent, waiver, authorization or order of, give any notice
                                         to, or make any filing or registration with, any court or other federal, state, local
                                         or other governmental authority or other person in connection with the execution, delivery
                                         and performance by the Company of this Subscription Agreement.



 






     


     


    

  


		(h)	The
                                         Ordinary Shares are duly authorized and, when issued and paid for in accordance with
                                         this Subscription Agreement, will be validly issued as fully paid and non-assessable,
                                         free and clear of all liens and encumbrances other than restrictions provided for in
                                         this Subscription Agreement and applicable law.



 


		(i)	The
                                         issuance and sale of the Ordinary Shares will not obligate the Company to issue Ordinary
                                         Shares or other securities to any person (other than the Purchasers and their designees)
                                         and will not result in a right of any holder of the Company’s securities to adjust
                                         the exercise, conversion, exchange or reset price under such securities.



 


		9.	Legending
                                         of Subject Securities.



 


9.1                            The
Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the
applicable securities laws and regulations, any certificates representing the Ordinary Shares may bear a restrictive legend pursuant
to applicable laws and may include language substantially similar to the below:


 


“THE
SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


 


		10.	Costs



 


10.1                            The
Purchaser acknowledges and agrees that all costs and expenses incurred by the Purchaser (including any fees and disbursements
of any special counsel retained by the Purchaser) relating to the purchase of the Ordinary Shares shall be borne by the Purchaser.


 


		11.	Governing
                                         Law



 


11.1                          This
Subscription Agreement is governed by the laws of the State of New York and the federal laws of the United States applicable therein.
The Purchaser, in its personal or corporate capacity and irrevocably attorns to the jurisdiction of the state and federal courts
located in New York County, New York. Each party agrees that the state and federal courts located in New York County, New York
shall be the exclusive jurisdiction for settling all disputes hereunder.


 


		12.	Independent
                                         Nature of Purchaser’s Obligations and Rights



 


12.1                          The
obligations of each Purchaser under this Subscription Agreement are several and not joint with the obligations of any other Purchaser,
and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser. Nothing contained
herein, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting
in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement. Each
Purchaser shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising
out of this Subscription Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party
in any proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in their review and
negotiation of this Subscription Agreement or it has knowingly waived its right to do so and has proceeded without benefit of
counsel.


 






     


     


    

 


 


		13.	Survival



 


13.1                          This
Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive
and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of
the Ordinary Shares by the Purchaser pursuant hereto.


 


		14.	Assignment



 


14.1                          This
Subscription Agreement is not transferable or assignable without written consent by both the Company and Purchaser.


 


		15.	Severability



 


15.1                          If
any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate
such substitute provision in this Agreement.


 


		16.	Entire
                                         Agreement



 


16.1                          Except
as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided
for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Ordinary
Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.


 


		17.	Notices



 


17.1                          All
notices and other communications hereunder shall be in writing and shall be deemed to have been duly given at the date received
if mailed or transmitted by any standard form of telecommunication (including email, but not including facsimile). Notices to
the Purchaser shall be directed to the address on the signature page of this Subscription Agreement and notices to the Company
shall be directed to it at


  


Mr.
Jiancong Huang





c/o
Wenzhou Zhengkang Industrial Co., Ltd.





No.
678 Dingxiang Road, Binhai Industrial Park





Economic
& Technology Development Zone





Wenzhou,
Zhejiang Province 325025





People’s
Republic of China





Email:
zjzk@cn-zk.cn


 


With
a copy to (failure to provide such copy shall mean that no notice has been given hereunder):


 








William
S. Rosenstadt





Mengyi
“Jason” Ye





Ortoli
Rosenstadt LLP





501
Madison Avenue





New
York, New York 10022





USA





Email:
wsr@ortolirosenstadt.com





jye@ortolirosenstadt.com


 






     


     


    

  


		18.	Counterparts
                                         and Electronic Means



 


18.1                          This
Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute
an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement
by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed
to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth.


 


		19.	Amendment
                                         and Waiver



 


19.1                          No
provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the
Company and each Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No
waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such
right.


 


 


 


[SIGNATURE
PAGES TO FOLLOW]


 




     


     


    

 


IN
WITNESS WHEREOF the Purchaser has duly executed this Subscription Agreement as of the date of acceptance by the Company.


 





	 	 	 
	(Amount
    of Subscription)	 	(Name
    of Purchaser – Please type or print)
	 	 	 
	 	 	 
	(Number
    of Ordinary Shares Subscribed)	 	(Signature
    and, if applicable, Office)
	 	 	 
	 	 	 
	 	 	(Address
    of Purchaser)
	 	 	 
	 	 	 
	 	 	(City,
    State/Province, 
	 	 	Postal
    Code of Purchaser)
	 	 	 
	 	 	 
	 	 	(Country
    of Purchaser)







   




     


     


    

 


A
C C E P T A N C E


 


The
above-mentioned Subscription Agreement in respect of the Ordinary Shares is hereby accepted by ZK International Group Co., Ltd.


 


DATED
at                                                             ,
the                           day
of                    ,
2017.


 


 





	ZK
    INTERNATIONAL GROUP CO., LTD.
	 	 	 
	 	 	 
	By:	 	 
	Name:	Jiancong
    Huang	 
	Title:
    	Chief
    Executive Officer	 







 






     


     


    

 


Exhibit
A


  


Investor
Questionnaire


 





The
purpose of this Statement is to obtain information relating to whether or not you are an accredited investor as defined in Securities
and Exchange Regulation D as well as your knowledge and experience in financial and business matters and to your ability to bear
the economic risks of an investment in the Company.


 


As
used in Regulation D, the following terms shall have the meaning indicated:


 


a.       Accredited
investor. Accredited investor shall mean any person who comes within any of the following categories, or who the issuer
reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:


 


		1.	Any bank
                                         as defined in section 3(a)(2) of the
                                         Act, or any savings and loan association or other institution as defined in section
                                         3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;
                                         any broker or dealer registered pursuant to section
                                         15 of the Securities Exchange Act of 1934; any insurance company as defined
                                         in section 2(13) of the Act; any investment
                                         company registered under the Investment Company Act
                                         of 1940 or a business development company as defined in section
                                         2(a)(48) of that Act; any Small Business Investment Company licensed
                                         by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business
                                         Investment Act of 1958; any plan established and maintained by a state, its political
                                         subdivisions, or any agency or instrumentality of a state or its political subdivisions,
                                         for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
                                         any employee benefit plan within the meaning of the Employee Retirement Income Security
                                         Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section
                                         3(21) of such act, which is either a bank, savings and loan association,
                                         insurance company, or registered investment adviser, or if the employee benefit plan
                                         has total assets in excess of $5,000,000 or, if a self-directed plan, with investment
                                         decisions made solely by persons that are accredited investors;



 


		2.	Any private
                                         business development company as defined in section
                                         202(a)22 of the Investment Advisers Act of 1940;



 


		3.	Any organization
                                         described in section 501(c)3 of the Internal Revenue
                                         Code, corporation, Massachusetts or similar business trust, or partnership,
                                         not formed for the specific purpose of acquiring the securities offered, with total assets
                                         in excess of $5,000,000;



 


		4.	Any director,
                                         executive officer, or general partner of the issuer of the securities being offered or
                                         sold, or any director, executive officer, or general partner of a general partner of
                                         that issuer;



 


		5.	Any natural
                                         person whose individual net worth, or joint net worth with that person's spouse, at the
                                         time of his purchase exceeds $1,000,000, excluding the value of the person’s primary
                                         residence, but including any excess liability between the value of the residence and
                                         the amount of any obligation(s) thereon;



 






     


     


    

  





		6.	Any natural
                                         person who had an individual income in excess of $200,000 in each of the two most recent
                                         years or joint income with that person's spouse in excess of $300,000 in each of those
                                         years and has a reasonable expectation of reaching the same income level in the current
                                         year;



 





		7.	Any trust,
                                         with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring
                                         the securities offered, whose purchase is directed by a sophisticated person as described
                                         in Rule 506(b)(2)(ii) and



 


		8.	Any entity
                                         in which all of the equity owners are accredited investors.



 


Please
provide the following information:


 


		1.	Name,
                                         Home Address and Telephone Number:



 


________________________________________________________________________


 


Name





________________________________________________________________________


 


Address


 


Telephone
(_____) ______________________________


 


		2.	Residence



 


		(a)	If
                                         an individual, what is your principal place of residence?



 


__________________________________________________________________


 





__________________________________________________________________





 


		(b)	If not an
                                         individual:



 


		(1)	Where
                                         is your principal place of business?



 


____________________________________________________________


  


____________________________________________________________


  


		(2)	Where
                                         are your executive headquarters?



 


____________________________________________________________


 


____________________________________________________________


 


		(3)	If
                                         a partnership, in which states(s) does (do) each of your partners reside?



 


____________________________________________________________


 





____________________________________________________________


 






     


     


    




 


		(4)	If
                                         a corporation, what is your state of incorporation?



 


____________________________________________________________


 


____________________________________________________________


 





		(5)	If
                                         a trust, in which state(s) does (do) each of the beneficiaries reside?



 


____________________________________________________________


 





____________________________________________________________


 





		3.	Business
                                         or occupation (including title):



 


________________________________________________________________________


 


________________________________________________________________________


 





		4.	Educational
                                         background (level, degrees completed):



 


________________________________________________________________________





 


		5.	Net Worth,
                                         Partners' Capital or Total Assets (check one):



 


_____
$5,000,000 or more


 


_____
$1,000,000-$5,000,000


 


_____
Less than $1,000,000


 


 


		6.	For
                                         individual or married persons only - Gross income for each of the last 2 years
                                         (check one):



 


_____
$300,000 or more


 


_____
$200,000 - $300,000


 


_____
Less than $200,000


 





Is
this income amount combined with that of your spouse?


 


Yes
_____


 


No
_____





 


Do
you expect to reach the same level of income in the current year?


 


Yes
______


 


No
_____





 






     


     


    

  


		7.	In connection
                                         with my investment activities, I utilize the services of the following attorney, accountant
                                         or other advisor to assist me in analyzing investment opportunities:



 





		(a)	Name
                                         of advisor: ______________________________________



 


		(b)	Position
                                         or occupation: _________________________________



 


		(c)	Business
                                         address: _____________________________________



 


___________________________________________________


 





		8.	Personal
                                         data:



 


Age:
_______________________


 


Marital
Status: _______________


 


Number
of dependents: ________


 





		9.	I am an
                                         “accredited investor” as defined in Rule 501(a) of Securities and Exchange
                                         Commission Regulation D. _______________ (Initials)



 





		10.	I have
                                         adequate means of providing my current needs, and possible personal contingencies, and
                                         have no need for liquidity in an investment in the Company. _______________ (Initials)



 





		11.	I, together
                                         with my advisors, have specific knowledge and experience in related financial and business
                                         matters so as to be capable of evaluating the relative economic and operational merits
                                         and risks of an investment in the stock. _______________ (Initials)



 





		12.	I hereby
                                         certify that I have answered the foregoing questions to the best of my knowledge and
                                         that my answers hereto are complete and accurate. _______________ (Initials)



 





_______________________________


 


Name
(Please Print)


 





	 	 	 	 
	Signature	 	Date	 










  






     


     


    

 





Exhibit
B


 


Form
of Registration Rights Agreement.


 


 


 



     


     


    




 


Exhibit
B to the 


 


Private
Placement 


 


Subscription
Agreement


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of April ______, 2017, among (i)
ZK International Group Co., Ltd. (the "Company"), a British Virgin Islands limited liability company, and (ii) each
purchaser identified on the signature pages to this Agreement (each a “Holder” and collectively, the “Holders”).


 


This
Agreement is made pursuant to the Private Placement Subscription Agreement, dated as of the date hereof among the Company and
the Holders (the “Purchase Agreement”).


 


The
Company and the Holders hereby agree as follows:


 


A.             Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given
such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Cutback
Shares” shall have the meaning set forth in Section 2(c).


 


“Effectiveness
Date” means the 135th calendar day following the earlier of the actual filing date of the F-1 (as defined
herein).


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Event”
shall have the meaning set forth in Section 2(b).


 


“Event
Date” shall have the meaning set forth in Section 2(b).


 


“Filing
Date” means, the date on which the F-1 is filed.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 






     


     


    

  


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering
of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to
the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by
reference in such Prospectus.


 


“Registrable
Securities” means all of the Company’s ordinary shares issued pursuant to the Purchase Agreement.


 


“Registration
Statement” means the registration statements required to be filed hereunder and any additional registration statements,
including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre-
and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by
reference in such registration statement.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“SEC
Restrictions” shall have the meaning set forth in Section 2(c).


 


“Securities
Act” means the Securities Act of 1933, as amended. 


 


“Selling
Shareholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


B.             Registration.


 


1.                 
The Company shall register for resale of some or all (depending on the limitations set out in this Agreement) of the Registrable
Securities with the Commission simultaneous with the filing of a registration statement with the Commission for the initial public
offering of shares of the Company’s ordinary shares on Form F-1 (the “F-1”).


 


2.                 
Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement to be declared
effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable
Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities
Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions
pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed
and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”)


 






     


     


    

  


3.                 
If the registration is being made pursuant to a registered public offering that is to be made by underwriter(s), the Company
shall so advise the Holders of the Registrable Securities eligible for inclusion in such Registration Statement pursuant to Section
3. In that event, the right of any Holder to registration shall be conditioned upon such Holder’s participation and the
inclusion of such Holder’s Registrable Securities in such registered public offering to the extent provided herein. Notwithstanding
any other provision of this Agreement, if at any time the SEC takes the position that the
offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous
basis under the provisions of Rule 415 under the Securities Act, the Company shall use commercially reasonable efforts to persuade
the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by
or on behalf of the issuer” as defined in Rule 415. The Holder shall have the right to participate in any meetings or discussions
regarding the SEC’s position and to comment on any written submission made to the SEC with respect thereto. In the event
that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(c), the
SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable
Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration
and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements
of Rule 415 (collectively, the “SEC Restrictions”); provided however, that the Company shall not agree
to name any Holder as an “underwriter” in such Registration Statement without the prior written consent of such Holder.
The Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities
or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable
Securities that may be included in the registration. The number of ordinary shares that may be included in the F-1, subject to
the SEC Restrictions if any, shall be allocated first to the Company and then, subject to obligations and commitments existing
as of the date hereof, to all selling stockholders, including the Holders, who have requested to sell in the registration on a
pro rata basis according to the number of shares requested to be included therein.


 


C.             Registration
Procedures


 


In
connection with the Company’s registration obligations hereunder, the Company shall:


 


1.                 
Not less than five business days prior to the filing of each Registration Statement or any related Prospectus or any amendment
or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the
Company shall, (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those
incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers
and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the
reasonable opinion of respective counsel to conduct a reasonable investigation within the meaning of the Securities Act. The Company
shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of
a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such
objection in writing no later than 4 business days after the Holders have been so furnished copies of such documents.


 


2.                 
(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement
and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as
to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional
Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause
the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement),
and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments
received from the Commission with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible
provide the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement;
and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition
of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms
of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as
so amended or in such Prospectus as so supplemented.


 






     


     


    

  


3.                 
Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (ii) through (vi) hereof,
be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly
as reasonably possible (and, in the case of (i)(A) below, not less than five business days prior to such filing) and (if requested
by any such Person) confirm such notice in writing no later than one business day following the day (i)(A) when a Prospectus or
any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission
notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments
in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses
thereto to each of the Holders); and (C) with respect to a Registration Statement or any post-effective amendment, when the same
has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments
or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission
or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement
covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by
the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose;
(v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement
ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration
Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be,
it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) the
occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material
and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability
of a Registration Statement or Prospectus; provided that any and all of such information shall remain confidential to each Holder
until such information otherwise becomes public, unless disclosure by a Holder is required by law; provided, further,
notwithstanding each Holder’s agreement to keep such information confidential, the Holders make no acknowledgement that
any such information is material, non-public information.


 


4.                 
Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness
of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.


 


5.                 
Promptly deliver to each Holder, without charge, as many copies of the Prospectus or Prospectuses (including each form of
prospectus) and each amendment or supplement thereto as such Persons may reasonably request in connection with resales by the
Holder of Registrable Securities. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus
and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable
Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving on any notice pursuant
to Section 3(c).


 


6.                 
Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify
or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration
or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions
within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption
therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable
the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject
the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service
of process in any such jurisdiction.


 






     


     


    

  


7.                 
If requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall
be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities
to be in such denominations and registered in such names as any such Holders may request.


 


8.                 
Upon the occurrence of any event contemplated by this Section 3, as promptly as reasonably possible under the circumstances
taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders
of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration
Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference,
and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will
contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies
the Holders in accordance with clauses (ii) through (vi) of 3(c) above to suspend the use of any Prospectus until the requisite
changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best
efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to
exercise its right under this Section to suspend the availability of a Registration Statement and Prospectus, subject to the payment
of partial liquidated damages pursuant to Section 2(b), for a period not to exceed 60 days (which need not be consecutive days)
in any 12 month period.


 


9.                 
Comply with all applicable rules and regulations of the Commission.


 


10.             
The Company may require each selling Holder to furnish to the Company a certified statement as to the number of ordinary shares
beneficially owned by such Holder and, if required by the Commission, the person thereof that has voting and dispositive control
over those ordinary shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the
registration of the Registrable Securities solely because any Holder fails to furnish such information within three business days
of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and
any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information
is delivered to the Company.


 


D.             Registration
Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (A) with respect to filings required to be made with the Trading Market on which the Company’s
ordinary shares is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed
to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with
Blue Sky qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities
for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company
in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a
Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the
broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing
of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration
Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities
Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by
the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall
be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated
by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar
commissions or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.


 






     


     


    

  


E.             Indemnification


 


1.                 
Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company,
its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the
fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely
upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue
or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus,
or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the
extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing
by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent
that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly
for use in a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2)
in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(vi), the use by such Holder of an outdated
or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling
Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation.


 


2.                 
Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled
to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from
whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right
to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment
of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give
such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and
only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject
to appeal or further review) that such failure shall have prejudiced the Indemnifying Party.


 


An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying
Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or
(3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and such Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of one separate counsel shall
be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.


 






     


     


    

  


Subject
to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses
to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with
this Section) shall be paid to the Indemnified Party, as incurred, within ten business days of written notice thereof to the Indemnifying
Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees
and expenses applicable to such actions for which such Indemnified Party is not entitled to indemnification hereunder, determined
based upon the relative faults of the parties.


 


3.                 
Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient
to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable
by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified
Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party
or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include,
subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred
by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses
if the indemnification provided for in this Section was available to such party in accordance with its terms.


 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by
pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred
to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the
sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, except in the case
of fraud by such Holder.


 


The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties
may have to the Indemnified Parties.


 






     


     


    

  


F.             Miscellaneous


 


1.                 
Remedies. In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement,
each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under
this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason
of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific
performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.


 


2.                 
Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities
Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


3.                 
Discontinued Disposition. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of
a notice from the Company of the occurrence of any event of the kind described in Section 3(c), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until such Holder’s receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional
or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.
The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as it practicable. The
Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable
Securities hereunder shall be subject to the provisions of Section 2(b).


 


4.                 
Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall
be in writing and signed by the Company and Holder’s holding at least 51% of the then outstanding Registrable Securities.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders and that does not directly or indirectly affect the rights of other Holders may be given
by Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that
the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the
immediately preceding sentence.


 


5.                 
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be delivered as set forth in the Purchase Agreement.


 






     


     


    

  


6.                 
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign its rights or obligations
hereunder without the prior written consent of all of the Holders of the then-outstanding Registrable Securities. Each Holder
may assign their respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.


 


7.                 
No Inconsistent Agreements. Neither the Company nor any of its subsidiaries has entered, as of the date hereof, nor
shall the Company or any of its subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to
its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof.


 


8.                 
Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that
any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing
(or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the
original thereof.


 


9.                 
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be determined with the provisions of the Purchase Agreement.


 


10.             
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.


 


11.             
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


12.             
Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.


 


13.             
Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and
not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance
of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at
any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in
concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to
protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary
for any other Holder to be joined as an additional party in any proceeding for such purpose.


 


*************************


 




     


     


    

 


IN
WITNESS WHEREOF the Holder and the Company have duly executed this Registration Rights Agreement as of the date first written
above.


 





	 	 	 
	 	(Name of
    Holder – Please type or print)	 
	 	 	 
	 	 	 
	 	(Signature
    and, if applicable, Office)	 







 


 





	ZK
    INTERNATIONAL GROUP CO., LTD.	 
	 	 	 
	 	 	 
	By: 	 	 
	Name: 	Jiancong
    Huang	 
	Title: 	Chief Executive
    Officer	 







 






     


     


    




 


Schedule
8.1(g)


 


 


 


		1.	Kefi
                                         Bain



 


		2.	Sean
                                         McCarroll



 


		3.	Endeavour
                                         Resource Limited



 


		4.	Vantablack
                                         LLC



 


		5.	Alizarin
                                         Corp.



 


		6.	The
                                         Wall Family Trust (2012)