Exhibit 10.1


 



AMERICAN
BRIVISION (HOLDING) CORPORATION


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into on October    ,
2019, by and between American BriVision (Holding) Corporation, a Nevada corporation (the “Company”),
and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the
“Investors”).


 


WHEREAS,
the Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, an aggregate of
a minimum of $250,000 (the “Minimum Offering Amount”) and a maximum of $2,000,000 (the “Maximum Offering
Amount”) of the Company’s convertible promissory notes in the form of Exhibit A attached hereto (each “Promissory
Note” and collectively the “Promissory Notes”) which are convertible into the Company’s Common
Stock, par value $.001 per share (“Common Stock”); and


 


WHEREAS,
unless terminated sooner by the Company, the offering and sales of the Notes shall terminate on the sooner to occur of the
raising of the Maximum Offering Amount or August 31, 2019 but such date may be extended by an additional 90 days in the Company’s
sole discretion;


 


NOW,
THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties
hereto hereby agree to the sale and purchase of the Notes as set forth herein.


 


1.
Definitions.


 


For
purposes of this Agreement, the terms set forth below shall have the corresponding meanings provided below.


 


“Affiliate”
shall mean, with respect to any specified Person (as defined below), (i) if such Person is an individual, the spouse, heirs, executors,
or legal representatives of such individual, or any trusts for the benefit of such individual or such individual’s spouse
and/or lineal descendants, or (ii) otherwise, another Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, the Person specified. As used in this definition, “control”
shall mean the possession, directly or indirectly, of the sole and unilateral power to cause the direction of the management and
policies of a Person, whether through the ownership of voting securities or by contract or other written instrument.


 


“Business
Day” shall mean any day on which banks located in New York City are not required or authorized by law to remain closed.


 


“Closing”
and “Closing Date” as defined in Section 2.2(a) hereof.


 


“Common
Stock” as defined in the recitals above.


 


“Company
Financial Statements” as defined in Section 4.5(a) hereof.


 


“Company’s
Knowledge” means the actual knowledge of any executive officer (as defined in Rule 405 under the Securities Act) or
director of the Company, or the knowledge of any fact or matter which any person would reasonably be expected to become aware
of in the course of performing the duties and responsibilities as an executive officer or director of the Company.


 


“Conversion
Shares” means the shares of Common Stock issuable upon conversion of the Notes.


 






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“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Liens”
means any mortgage, lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction
on use or transfer or other defect of title of any kind.


 


“Material
Adverse Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial
or otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, (ii) the transactions contemplated
hereby or in any of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the Transaction
Documents (as defined below).


 


“Person”
shall mean an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership,
joint-stock company, trust or unincorporated organization.


 


“Purchase
Price” shall mean the amount of the Note being purchased by the Investor.


 


“Regulation
D” as defined in Section 3.7 hereof.


 


“Regulation
S” as defined in Section 6.1(i)(E) hereof.


 


“Rule
144” as defined in Section 6.1(i)(C) hereof.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“SEC
Documents” as defined in Section 4.5(a) hereof.


 


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


 


“Subsidiaries”
shall mean any corporation or other entity or organization, whether incorporated or unincorporated, in which the Company owns,
directly or indirectly, a majority of the equity or other ownership interests or otherwise controls through contract or otherwise.


 


“Transaction
Documents” shall mean this Agreement and the Notes.


 


“Transaction
Securities” shall mean the Notes and Conversion Shares.


 


“Transfer”
shall mean any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest
or other disposition, or to make or effect any of the above.


 


2.
Sale and Purchase of Promissory Notes.


 


2.1.
Subscription for Notes by Investors. Subject to the terms and conditions of this Agreement, including the sale of at least
the Minimum Offering Amount of Notes, on each of the respective Closing Dates (as hereinafter defined) each of the Investors shall
severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Notes, in the respective amounts
set forth on the signature pages attached hereto in exchange for the Purchase Price.


 


2.2
Closings.


 


(a)
Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each Investor,
and each Investor shall, severally and not jointly, purchase from the Company on each of the respective Closing Dates, a Note
in the amount set forth on the signature pages attached hereto, which will be reflected opposite such Investor’s name on
Exhibit A-1 (the “Closing” ). The date of the Closing for each Investor is hereinafter referred to as
the “Closing Date.”


 






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(b)
Closing. One or more closings shall occur on the date and time agreed to with the each Investor purchasing a Note and shall
occur remotely via the exchange of documents and signatures and wire transfers.


 


2.3.
Closing Deliveries. At the Closing, the Company shall deliver to the Investors, against delivery by the Investor of the
Purchase Price (as provided below), a Note in the principal amount being purchased by such Investor, whereby subject to the terms
and conditions of the Note, such Investor may convert all or part of the Note at a conversion price (the “Conversion Price”)
equal to the lower of (i) $.50 per share (the “Fixed Conversion Price”), subject to adjustment as set forth below,
or (ii) 70% of the per share offering price (the “Alternative Conversion Price”) of the completed public equity offering
of the Company in an amount exceeding $10,000,000 as stated on the registration statement on a Form S-1 filed with the Securities
and Exchange Commission on November 14, 2018 (the “Public Offering”), as amended from time to time. At the Closing,
each Investor shall deliver or cause to be delivered to the Company a copy of this Agreement duly signed by such Investor, and
the Purchase Price set forth in its counterpart signature page annexed hereto by paying United States dollars in immediately available
funds, to be sent to the Company as instructed by the Company in writing.


 


2.4.
Broker Fees. If and when the Company uses a securities broker, it has agreed to pay to an individual or institutional broker
two percent (2%) of the proceeds of the sale of the Promissory Notes as brokerage fees for the investment in this offering introduced
solely with the efforts of such broker.


 


3.
Representations, Warranties and Acknowledgments of the Investors.


 


Each
Investor, severally and not jointly, represents and warrants to the Company solely as to such Investor that:


 


3.1
Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor
is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable
against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.


 


3.2
Purchase Entirely for Own Account. The Transaction Securities to be received by such Investor hereunder will be acquired
for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part
thereof in violation of the Securities Act, and such Investor has no present intention of selling, granting any participation
in, or otherwise distributing the same in violation of the Securities Act, without prejudice, however, to such Investor’s
right at all times to sell or otherwise dispose of all or any part of such Transaction Securities in compliance with applicable
federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Investor to hold
the Transaction Securities for any period of time. Such Investor is not a broker-dealer registered with the SEC under the Exchange
Act or an entity engaged in a business that would require it to be so registered.


 


3.3.
Investment Experience. Such Investor acknowledges that the purchase of the Transaction Securities is a highly speculative
investment and that it can bear the economic risk and complete loss of its investment in the Transaction Securities and has such
knowledge and experience in financial or business matters such that it is capable of evaluating the merits and risks of the investment
contemplated hereby.


 




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3.4
Disclosure of Information. Such Investor has had an opportunity to receive all information related to the Company and the
Transaction Securities requested by it and to ask questions of and receive answers from the Company regarding the Company, its
business and the terms and conditions of the offering of the Transaction Securities. Neither such inquiries nor any other due
diligence investigation conducted by such Investor shall modify, amend or affect such Investor’s right to rely on the Company’s
representations and warranties contained in this Agreement. Such Investor acknowledges that it has reviewed the SEC Documents
filed by the Company since January 1, 2017 through the date of this Agreement.


 


3.5
Restricted Securities. Such Investor understands that the Transaction Securities are characterized as “restricted
securities” under the U.S. federal securities laws since they are being acquired from the Company in a transaction not involving
a public offering and that under such laws and applicable regulations such securities may be resold without registration under
the Securities Act only in certain limited circumstances.


 


3.6
Legends. The Investor understands that, except as provided below, certificates evidencing the Transaction Securities will
bear the following or any similar legend:


 


(a)
“The securities represented hereby may not be transferred unless (i) such securities have been registered for sale pursuant
to the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to an available exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act, or (iii) the Company has received an opinion of counsel reasonably
satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933 or qualification
under applicable state securities laws.”


 


(b)
If required by the authorities of any state in connection with the issuance of sale of the Transaction Securities, the legend
required by such state authority.


 


3.7
Accredited Investor. Such Investor is an accredited investor as defined in Rule 50l(a) of Regulation D, as amended, under
the Securities Act (“Regulation D”).


 


3.8
No General Solicitation. Such Investor did not learn of the investment in the Transaction Securities as a result of any
public advertising or general solicitation.


 


3.9
Brokers and Finders. No Investor will have, as a result of the transactions contemplated by the Transaction Documents,
any valid right, interest or claim against or upon the Company, any Subsidiary or any other Investor, for any commission, fee
or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.


 


4.
Representations and Warranties of the Company.


 


The
Company represents, warrants and covenants to the Investors that:


 


4.1.
Organization: Execution, Delivery and Performance.


 


(a)
The Company and each of its Subsidiaries, if any, is a corporation or other entity duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated or organized, with full power and authority (corporate
and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction
in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except
where the failure to be so qualified or in good standing would not have a Material Adverse Effect.


 






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(b)
(i) The Company has all requisite corporate power and authority to enter into and perform the Transaction Documents and to consummate
the transactions contemplated hereby and thereby and to issue the Transaction Securities, in accordance with the terms hereof
and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company of
the transactions contemplated hereby and thereby (including without limitation, the issuance of the Transaction Securities) have
been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board
of Directors, or its stockholders, is required, (iii) each of the Transaction Documents has been duly executed and delivered by
the Company by its authorized representative, and such authorized representative is a true and official representative with authority
to sign each such document and the other documents or certificates executed in connection herewith and bind the Company accordingly,
and (iv) each of the Transaction Documents constitutes, and upon execution and delivery thereof by the Company will constitute,
a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the
extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting
enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable or legal remedies.


 


4.2.
Securities Duly Authorized. The Transaction Securities to be issued to each Investor pursuant to this Agreement, when issued
and delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and nonassessable
and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar
rights of stockholders of the Company. Subject to the accuracy of the representations and warranties of the Investors party to
this Agreement, the offer and issuance by the Company of the Transaction Securities is exempt from registration under the Securities
Act.


 


4.3
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Transaction
Securities) will not: (i) conflict with or result in a violation of any provision of the Company’s Certificate of incorporation
or By laws each as amended to date or (ii) violate or conflict with, or result in a breach of any provision of, or constitute
a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to
which the Company or any of its Subsidiaries is a party or by which any property or asset of the Company or any of its Subsidiaries
is bound or affected or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities
are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its
Subsidiaries is bound or affected. Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation,
By-laws or other organizational documents, each as amended to date. Neither the Company nor any of its Subsidiaries is in default
(and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default)
under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries
is bound or affected, or for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect.
Except as required under the Securities Act, the Exchange Act and any applicable state securities laws, the Company is not required
to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory
agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of
its obligations under this Agreement or to issue and sell the Transaction Securities in accordance with the terms hereof.


 






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4.4.
Capitalization. As of May 6, 2019, the authorized capital stock of the Company consisted of 360,000,000 shares of common
stock, par value $0.001 per share and 318,485,252 shares of common stock were issued and outstanding. On May 3, 2019, the Company
filed an amendment to its articles of incorporation to effect a stock reverse split in the ratio of 1-for-18 of its issued and
outstanding common stock and authorized common stock and such reverse split shall become effective in the near future.


 


4.5.
SEC Information.


 


(a)
Since January 1, 2017, the Company has filed all reports, schedules, forms, statements and other documents required to be filed
by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing and all other documents filed
with the SEC prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents
incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). The SEC Documents
have been made available to the Investors via the SEC’s EDGAR system. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the
financial statements of the Company included in the SEC Documents (“Company Financial Statements”) complied
as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC
with respect thereto. The Company Financial Statements have been prepared in accordance with United States generally accepted
accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes
or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of
the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash
flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except
as set forth in the Company Financial Statements, the Company has no liabilities, contingent or otherwise, other than: (i) liabilities
incurred in the ordinary course of business subsequent to December 31, 2018 (the fiscal period end of the Company’s most
recently-filed periodic report), and (ii) obligations under contracts and commitments incurred in the ordinary course of business
and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually
or in the aggregate, are not material to the financial condition or operating results of the Company.


 


(b)
The shares of Common Stock are currently quoted on the OTCQB tier of the OTC Markets Group. The Company has not received notice
(written or oral) from any regulatory body or the OTC Markets Group to the effect that the Company is not in compliance with the
continued quotation and maintenance requirements of such market.


 


4.6
Permits: Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and
operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”),
and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of
the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of
the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect.


 






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4.7
Litigation. Except as set forth in the SEC Documents, to the Company’s knowledge there is no action, suit, claim,
proceeding, inquiry or investigation pending before or by any court, public board, government agency, self-regulatory organization
or body or, to the Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries, or their
respective businesses, properties or assets or their officers or directors in their capacity as such, that would have a Material
Adverse Effect.


 


4.8
No Material Changes.


 


Since
December 31, 2018, except as set forth in the SEC Documents, there has not been:


 


(i)
Any material adverse change in the financial condition, operations or business of the Company from that shown on the Company Financial
Statements, or any material transaction or commitment effected or entered into by the Company outside of the ordinary course of
business;


 


(ii)
Any effect, change or circumstance which has had, or could reasonably be expected to have, a Material Adverse Effect; or


 


(iii)
Any incurrence of any material liability outside of the ordinary course of business.


 


4.9 No
General Solicitation. Neither the Company nor any person participating on the Company’s behalf in the
transactions contemplated hereby has conducted any “general solicitation,” as such term is defined in Regulation
D promulgated under the Securities Act, with respect to any of the Transaction Securities being offered hereby.


 


4.10 No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf,
has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances
that would require registration under the Securities Act of the issuance of the Transaction Securities to the Investors. The issuance
of the Transaction Securities to the Investors will not be integrated with any other issuance of the Company’s securities
(past, current or future) for purposes of any stockholder approval provisions applicable to the Company or its securities or the
Securities Act.


 


4.11
Brokers and Finders. Except as disclosed in Section 2.4, the Company has engaged no brokers or finders to facilitate the
transactions contemplated herein and no investor will be responsible for any commission, fees or other compensations pursuant
to any agreement, arrangement or understanding entered into by or on behalf of the Company.


 


5.
Reserved.


 






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6. Transfer Restrictions.


 


6.1. Transfer or Resale. Each Investor understands that:


 


(i) the sale or resale of all or any portion
of the Transaction Securities have not been and is not being registered under the Securities Act or any applicable state securities
laws, and all or any portion of the Transaction Securities may not be transferred unless:





 


(A) the Transaction Securities are sold
pursuant to an effective registration statement under the Securities Act;


 


(B) the Investor shall have delivered to
the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable
to the Company, to the effect that the Transaction Securities to be sold or transferred may be sold or transferred pursuant to
an exemption from such registration;


 


(C) the Transaction Securities are sold
or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act, or a successor rule,
(“Rule 144”)) of the Investor who agrees to sell or otherwise transfer the Transaction Securities only in accordance
with this Section 6.1 and who is an Accredited Investor;


 


(D) the Transaction Securities are sold pursuant to Rule 144;
or


 


(E) the Transaction Securities are sold
pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”);


 


and, in each of (D) and (E), the Investor
shall have delivered to the Company a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company.
Notwithstanding the foregoing or anything else contained herein to the contrary, the Transaction Securities may be pledged as collateral
in connection with a bona fide margin account or other lending arrangement.


 


6.2 Transfer Agent Instructions.
If an Investor provides the Company with a customary opinion of counsel, that shall be in form, substance and scope reasonably
acceptable to such counsel, to the effect that a public sale or transfer of such Transaction Securities may be made without registration
under the Securities Act and such sale or transfer is effected, the Company shall permit the transfer and promptly instruct its
transfer agent to issue one or more certificates, free from restrictive legend (if permitted by law), in such name and in such
denominations as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Investors, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly,
the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.2 may be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Investors shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without
the necessity of showing economic loss and without any bond or other security being required.


 


7. Conditions to Closing of the Investors.


 


The obligation of each Investor hereunder
to purchase the Notes at the Closing is subject to the satisfaction, at or before the respective Closing Dates, of each of the
following conditions, provided that these conditions are for each Investor’s sole benefit and may be waived by such Investor
at any time in its sole discretion by providing the Company with prior written notice thereof:


 


7.1. Representations, Warranties
and Covenants. The representations and warranties of the Company shall be true and correct in all material respects as of the
date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that
speak as of a specific date, which shall be true and correct in all material respects as of such date) and the Company shall have
performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed,
satisfied or complied with by the Company at or prior to the Closing Date.


 




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7.2. Consents. The Company shall
have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and
Transaction Securities.


 


7.3. Delivery by Company. The Company
shall have duly executed and delivered to such Investor (A) each of the other Transaction Documents such Investor is party to and
(B) copies by fax or e-mail of the Notes being purchased by such Investor pursuant to this Agreement as is set forth on the signature
page.


 


7.4. No Material Adverse Effect.
Since the date of first execution of this Agreement, no event or series of events shall have occurred that reasonably would have
or result in a Material Adverse Effect.


 


7.5. No Prohibition. No statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Transaction Documents.


 


7.6. Other Documents. The Company
shall have delivered to such Investor such other documents, instruments or certificates relating to the transactions contemplated
by this Agreement as such Investor or its counsel may reasonably request.


 


8. Conditions to Closing of the Company.


 


The obligations of the Company to effect the transactions contemplated
by this Agreement with each Investor are subject to the fulfillment at or prior to the Closing Date of the conditions listed below.


 


8.1. Representations and Warranties.
The representations and warranties made by such Investor in Section 3 shall be true and correct in all material respects at the
time of such Closing as if made on and as of such date.


 


8.2. Corporate Proceedings. All
corporate and other proceedings required to be undertaken by such Investor in connection with the transactions contemplated hereby
shall have occurred and all documents and instruments incident to such proceedings shall be reasonably satisfactory in substance
and form to the Company.


 


8.3. Investor Deliveries. The Company
will have received the deliveries of the Investors set forth in Section 2.3.


 


9. Miscellaneous.


 


9.1. Notices. All notices, requests,
demands and other communications provided in connection with this Agreement shall be in writing and shall be deemed to have been
duly given at the time when hand delivered, delivered by express courier, or sent by facsimile (with receipt confirmed by the sender’s
transmitting device) in accordance with the contact information provided below or such other contact information as the parties
may have duly provided by notice.


 






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The Company:


 


	American Brivision (Holding)	With a copy to:	Sichenzia Ross Ference LLP
	Corporation	 	1185 Avenue of the Americans, 37th
	44370 Old Warm Springs Blvd.	 	Floor
	Fremont, CA 94538	 	New York, New York 10036
	Tel: (845) 291-1291	 	Telephone: 212-930-9700
	 	 	Facsimile: 212-930-9275
	 	 	Attention: Jay Kaplowitz, Esq.


 


The Investors:


 


As per the contact information provided on the signature pages
hereof.


 


9.2. Survival
of Representations and Warranties. Each party hereto covenants and agrees that the representations and warranties of such
party contained in this Agreement shall survive the Closing. Each Investor shall be responsible only for its own
representations, warranties, agreements and covenants hereunder.


 


9.3. Reserved.


 


9.4. Entire Agreement. This Agreement
contains the entire agreement between the parties hereto in respect of the subject matter contained herein and supersedes all prior
agreements and understandings of the parties, oral and written, with respect to the subject matter contained herein.


 


9.5. Underlying Shares. The Company
agrees at all times as long as the Notes may be converted or exercised, to keep reserved from the authorized and unissued Common
Stock, such number of shares of Common Stock as may be issuable upon conversion of the Notes.


 


9.6. Third Party Beneficiaries.
This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and is not
for the benefit of, nor may any provision hereof be enforced by, any other person.


 


9.7. Current Public Information.
For a minimum of two years from the date of the Closing, if the Investors, still any Notes, the Company shall use its reasonable
best efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144 under
the Securities Act, at all times; (ii) file with the SEC in a timely manner all reports and other documents required of the Company
under the Exchange Act.


 


9.8. Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor
any Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other.
Notwithstanding the foregoing, but subject to the provisions of Section 6.1 hereof, any Investor may, without the consent of the
Company or any other Investor, assign its rights hereunder to any person that purchases Transaction Securities in a private transaction
from an Investor or to any of its “affiliates,” as that term is defined under the Exchange Act.


 


9.9. Public Disclosures.
The Company shall on or before 5:30 p.m., New York time, with in four (4) Business Days after the date of the first Closing, file
a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in
the form required by the Exchange Act and attaching all the material Transaction Documents that are required to be filed pursuant
to those requirements, (which may include, without limitation, this Agreement and any schedules or attachments to this Agreement)
(including any exhibits, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall
have disclosed all material, non-public information (if any) delivered to any of the Investors by the Company in connection with
the transactions contemplated by the Transaction Documents. The Company shall be entitled, without the prior approval of any Investor,
to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the
8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations.


 






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9.10. Binding Effect; Benefits.
This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns; nothing in this Agreement, expressed or implied, is intended to confer on any persons other than
the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under
or by reason of this Agreement.


 


9.11. Amendment; Waivers. All modifications,
amendments or waivers to this Agreement shall require the written consent of both the Company and the holders of the majority of
the then-outstanding Notes.


 


9.12. Applicable Law: Disputes.
This Agreement and the Notes shall be governed by and construed in accordance with the laws of the State of New York, without giving
effect to its principles regarding conflicts of law. Each party agrees that all legal proceedings concerning the interpretation,
enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto
or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal
courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the
Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement or the Notes and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives,
to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to this Agreement or the Notes or the transactions contemplated hereby. If any party shall commence an action or proceeding
to enforce any provisions of this Agreement or the Notes, then the prevailing party in such action or proceeding shall be reimbursed
by the other party for its attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution
of such action or proceeding.


 


9.13. Further Assurances. Each party
hereto shall do and perform or cause to be done and performed all such further acts and shall execute and deliver all such other
agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


9.14. Counterparts. This Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together
shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed an original.


 




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9.15. Independent Nature of Investors.
The obligations of each Investor under this Agreement or other transaction document are several and not joint with the obligations
of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor
under this Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties,
agreements and covenants hereunder. The decision of each Investor to purchase the Notes pursuant to this Agreement has been made
by such Investor independently of any other Investor and independently of any information, materials, statements or opinions as
to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise)
or prospects of the Company which may have been made or given by any other Investor or by any agent or employee of any other Investor,
and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating
to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any other transaction
document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting
in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Except as otherwise
provided in this Agreement or any other transaction document, each Investor shall be entitled to independently protect and enforce
its rights arising out of this Agreement or out of the other transaction documents, and it shall not be necessary for any
other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its
own separate legal counsel in connection with the transactions contemplated hereby.


 


[SIGNATURE PAGES IMMEDIATELY FOLLOW]


 




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IN WITNESS WHEREOF, the undersigned Investors and the
Company have caused this Securities Purchase Agreement to be duly executed as of the date first above written.


 





	 	AMERICAN BRIVISION (HOLDING) CORPORATION
	 	 	 
	 	By:	/s/ Howard Doong
	 	Name: 	HOWARD DOONG
	 	Title:	CEO
	 	 	 
	 	INVESTORS:


 


The Investors executing the Signature Page
in the form attached hereto as Annex A and delivering the same to the Company or its agents shall be deemed to have executed
this Agreement and agreed to the terms hereof.






 




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Annex A


 


Securities Purchase Agreement


Investor Counterpart Signature
Page


 


The undersigned, desiring to: (i)
enter into this Securities Purchase Agreement dated as of May _, 2019 (the “Agreement”), with the
undersigned, American BriVision (Holding) Corporation, a Nevada corporation (the “Company”), in or
substantially in the form furnished to the undersigned and (ii) purchase the Convertible Promissory Notes as set forth below,
hereby agrees to purchase such Notes from the Company as of the Closing and further agrees to join the Agreement as a party
thereto, with all the rights and privileges appertaining thereto, and to be bound in all respects by the terms and conditions
thereof. The undersigned specifically acknowledges having read the representations in the Agreement section entitled
“Representations, Warranties and Acknowledgments of the Investors,” and hereby represents that the statements
contained therein are complete and accurate with respect to the undersigned as an Investor.


 


	 	Name of Investor:
	 	 
	 	If an entity:
	 	 
	 	Print Name of Entity:
	 	 
	 	 
	 	 	 
	 	By:	
	 	 	Name: 	Hwalin Lee
	 	 	Title: 	President


 


	 	If an individual:
	 	 	 
	 	Print Name:	 
	 	 	 
	 	Signature:	 
	 	 	 
	 	If joint individuals:
	 	 	 
	 	Print Name: 	 
	 	 	 
	 	Signature: 	 


 




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Exhibit A-1


 


Closing held on
May_, 2019


 


Schedule of Investors


 








	Investor	 	Amount
    of Promissory Note	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	CLOSING TOTAL	 	 	 	 





 



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EXHIBIT A


FORM OF CONVERTIBLE PROMISSORY NOTE



 


 


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