Exhibit 10.1


 





Subscription
Agreement


 


NXChain, Inc.


11753 Willard Avenue


Tustin, California 92782


 


Ladies and Gentlemen:


 


The undersigned understands that NXChain,
Inc., a corporation organized under the laws of Delaware (the “Company”), is offering an aggregate of 8,000,000
shares of its common stock, par value $0.001 per share (the “Securities”), in a private placement. The undersigned
further understands that the offering is being made without registration of the Securities under the Securities Act of 1933, as
amended (the “Securities Act”), or any securities law of any state of the United States or of any other jurisdiction,
and is being made only to “accredited investors” (as defined in Rule 501 of Regulation D under the Securities Act).


 


1.                 
Subscription. Subject to the terms and conditions hereof, the undersigned hereby irrevocably subscribes for the Securities
set forth in Appendix A hereto for the aggregate purchase price set forth in Appendix A, which is payable as described in Section
‎4 hereof. The undersigned acknowledges that the Securities will be subject to restrictions on transfer as set forth in
this subscription agreement (the “Subscription Agreement”).


 


2.                 
Acceptance of Subscription and Issuance of Securities. It is understood and agreed that the Company shall have the
sole right, at its complete discretion, to accept or reject this subscription, in whole or in part, for any reason and that the
same shall be deemed to be accepted by the Company only when it is signed by a duly authorized officer of the Company and delivered
to the undersigned at the Closing referred to in Section ‎3 hereof. Subscriptions need not be accepted in the order
received, and the Securities may be allocated among subscribers. Notwithstanding anything in this Subscription Agreement to the
contrary, the Company shall have no obligation to issue any of the Securities to any person who is a resident of a jurisdiction
in which the issuance of Securities to such person would constitute a violation of the securities, “blue sky” or other
similar laws of such jurisdiction (collectively referred to as the “State Securities Laws”).


 


3.                 
The Closing. The closing of the purchase and sale of the Securities (the “Closing”) shall take
place at the principal executive offices of the Company, at 10:00 a.m. on April 20, 2016, or at such other time and place as the
Company may designate by notice to the undersigned.


 


4.                 
Payment for Securities. Payment for the Securities shall be received by the Company from the undersigned by wire
transfer of immediately available funds or other means approved by the Company at or prior to the Closing, in the amount as set
forth in Appendix A hereto. The Company shall deliver certificates representing the Securities to the undersigned at the Closing
bearing an appropriate legend referring to the fact that the Securities were sold in reliance upon an exemption from registration
under the Securities Act.


 






     


     


    

 


5.                 
Representations and Warranties of the Company. As of the Closing, the Company represents and warrants that:


 


(a)               
The Company is duly formed and validly existing under the laws of Delaware, with full power and authority to conduct its
business as it is currently being conducted and to own its assets; and has secured any other authorizations, approvals, permits
and orders required by law for the conduct by the Company of its business as it is currently being conducted.


 


(b)              
The Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Subscription
Agreement, will be validly issued, fully paid and nonassessable.


 


6.                 
Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to and covenants
with the Company that:


 


(a)               
General.


 


(i)                
The undersigned has all requisite authority (and in the case of an individual, the capacity) to purchase the Securities,
enter into this Subscription Agreement and to perform all the obligations required to be performed by the undersigned hereunder,
and such purchase will not contravene any law, rule or regulation binding on the undersigned or any investment guideline or restriction
applicable to the undersigned.


 


(ii)              
The undersigned is a resident of the state or foreign jurisdiction set forth on the signature page hereto and is not acquiring
the Securities as a nominee or agent or otherwise for any other person.


 


(iii)            
The undersigned will comply with all applicable laws and regulations in effect in any jurisdiction in which the undersigned
purchases or sells Securities and obtain any consent, approval or permission required for such purchases or sales under the laws
and regulations of any jurisdiction to which the undersigned is subject or in which the undersigned makes such purchases or sales,
and the Company shall have no responsibility therefor.


 


(b)              
Information Concerning the Company.


 


(i)                
The undersigned understands and accepts that the purchase of the Securities involves various risks, including the risks
outlined in this Subscription Agreement. The undersigned represents that it is able to bear any loss associated with an investment
in the Securities.


 






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(ii)              
The undersigned confirms that it is not relying on any communication (written or oral) of the Company or any of its affiliates
as investment advice or as a recommendation to purchase the Securities. It is understood that information and explanations related
to the terms and conditions of the Securities provided by the Company or any of its affiliates shall not be considered investment
advice or a recommendation to purchase the Securities, and that neither the Company nor any of its affiliates is acting or has
acted as an advisor to the undersigned in deciding to invest in the Securities. The undersigned acknowledges that neither the Company
nor any of its affiliates has made any representation regarding the proper characterization of the Securities for purposes of determining
the undersigned’s authority to invest in the Securities.


 


(iii)            
The undersigned is familiar with the business and financial condition and operations of the Company. The undersigned has
had access to such information concerning the Company and the Securities as it deems necessary to enable it to make an informed
investment decision concerning the purchase of the Securities.


 


(iv)            
The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the
Closing, each of the undersigned’s representations and warranties contained in this Subscription Agreement will be deemed
to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.


 


(v)              
The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this private
placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect
and the Company shall return the previously paid subscription price of the Securities, without interest thereon, to the undersigned.


 


(vi)            
The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the
Securities or made any finding or determination concerning the fairness or advisability of this investment.


 


(c)               
Non-reliance.


 


(i)                
The undersigned represents that it is not relying on (and will not at any time rely on) any communication (written or oral)
of the Company as investment advice or as a recommendation to purchase the Securities, it being understood that information and
explanations related to the terms and conditions of the Securities shall not be considered investment advice or a recommendation
to purchase the Securities.


 


(ii)              
The undersigned confirms that the Company has not (A) given any guarantee or representation as to the potential success,
return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Securities
or (B) made any representation to the undersigned regarding the legality of an investment in the Securities under applicable legal
investment or similar laws or regulations. In deciding to purchase the Securities, the undersigned is not relying on the advice
or recommendations of the Company and the undersigned has made its own independent decision that the investment in the Securities
is suitable and appropriate for the undersigned.


 






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(d)              
Status of Undersigned.


 


(i)                
The undersigned has such knowledge, skill and experience in business, financial and investment matters that the undersigned
is capable of evaluating the merits and risks of an investment in the Securities. With the assistance of the undersigned’s
own professional advisors, to the extent that the undersigned has deemed appropriate, the undersigned has made its own legal, tax,
accounting and financial evaluation of the merits and risks of an investment in the Securities and the consequences of this Subscription
Agreement. The undersigned has considered the suitability of the Securities as an investment in light of its own circumstances
and financial condition and the undersigned is able to bear the risks associated with an investment in the Securities and its authority
to invest in the Securities.


 


(ii)              
The undersigned is an “accredited investor” as defined in Rule 501(a) under the Securities Act. The undersigned
agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with applicable
U.S. federal and state securities laws in connection with the purchase and sale of the Securities.


 


(e)               
Restrictions on Transfer or Sale of Securities. As applies to the undersigned:


 


(i)                
The undersigned is acquiring the Securities solely for the undersigned’s own beneficial account, for investment purposes,
and not with a view to, or for resale in connection with, any distribution of the Securities. The undersigned understands that
the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions
under the provisions thereof which depend in part upon the investment intent of the undersigned and of the other representations
made by the undersigned in this Subscription Agreement. The undersigned understands that the Company is relying upon the representations
and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether
this transaction meets the requirements for such exemptions.


 


(ii)              
The undersigned understands that the Securities are “restricted securities” under applicable federal securities
laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”)
provide in substance that the undersigned may dispose of the Securities only pursuant to an effective registration statement under
the Securities Act or an exemption therefrom, and the undersigned understands that the Company has no obligation or intention to
register any of the Securities, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder).
Accordingly, the undersigned understands that under the Commission’s rules, the undersigned may dispose of the Securities
principally only in “private placements” which are exempt from registration under the Securities Act, in which event
the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned.
Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities
for an indefinite period of time.


 






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(iii)            
The undersigned agrees: (A) that the undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the
Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration
of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the
registration provisions of the Securities Act and all applicable State Securities Laws; (B) that the certificates representing
the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and it affiliates shall
not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions.


 


(iv)            
The undersigned acknowledges that neither the Company nor any other person offered to sell the Securities to it by means
of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or
meeting whose attendees were invited by any general solicitation or general advertising.


 


7.                 
Conditions to Obligations of the Undersigned and the Company. The obligations of the undersigned to purchase and
pay for the Securities specified in Appendix A and of the Company to sell the Securities are subject to the satisfaction at or
prior to the Closing of the following conditions precedent: the representations and warranties of the Company contained in Section
‎5 hereof and of the undersigned contained in Section ‎6 hereof shall be true and correct as of the Closing
in all respects with the same effect as though such representations and warranties had been made as of the Closing.


 


8.                 
Obligations Irrevocable. The obligations of the undersigned shall be irrevocable.


 


9.                 
Legend. The certificates representing the Securities sold pursuant to this Subscription Agreement will be imprinted
with a legend in substantially the following form:


 


“THE SECURITIES EVIDENCED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER
JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE
LAWS.”


 






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10.             
Waiver, Amendment. Neither this Subscription Agreement nor any provisions hereof shall be modified, changed, discharged
or terminated except by an instrument in writing, signed by the party against whom any waiver, change, discharge or termination
is sought.


 


11.             
Assignability. Neither this Subscription Agreement nor any right, remedy, obligation or liability arising hereunder
or by reason hereof shall be assignable by either the Company or the undersigned without the prior written consent of the other
party.


 


12.             
Waiver of Jury Trial. THE UNDERSIGNED IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL
PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT.


 


13.             
Submission to Jurisdiction. With respect to any suit, action or proceeding relating to any offers, purchases or sales
of the Securities by the undersigned (“Proceedings”), the undersigned irrevocably submits to the jurisdiction
of the federal or state courts located in the Borough of Manhattan in New York City, which submission shall be exclusive unless
none of such courts has lawful jurisdiction over such Proceedings.


 


14.             
Governing Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the
State of New York.


 


15.             
Section and Other Headings. The section and other headings contained in this Subscription Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this Subscription Agreement.


 


16.             
Counterparts. This Subscription Agreement may be executed in any number of counterparts, each of which when so executed
and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.


 


17.             
Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have
been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid to the
following addresses (or such other address as either party shall have specified by notice in writing to the other):


 





	 	If to the Company:	NXChain, Inc.
	 	 	11753 Willard Avenue
	 	 	Tustin, California  92782
	 	 	Facsimile:    (714) 948-8209
	 	 	E-mail:          M1campbell@hotmail.com
	 	 	Attention:   Chief Executive Officer


 






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	 	with a copy to:	Pryor Cashman LLP
	 	 	7 Times Square
	 	 	New York, New York  10036
	 	 	Facsimile:    (212) 798-6830
	 	 	E-mail:          ehellige@pryorcashman.com
	 	 	Attention:    Eric M. Hellige, Esq.
	 	 	 
	 	If to the Purchaser:	Gustavs gate 1, 0351 Oslo, Norway
	 	 	Facsimile:     no fax
	 	 	E-mail:          havanti@online.no
	 	 	Attention:    managing director
	 	 	 
	 	with a copy to:	Deloitte Advokatfirma AS
	 	 	Facsimile:     no fax
	 	 	E-mail:          tpaulshus@deloitte.no
	 	 	Attention:   Tore Paulshus, man dir







 


18.             
Binding Effect. The provisions of this Subscription Agreement shall be binding upon and accrue to the benefit of
the parties hereto and their respective heirs, legal representatives, successors and assigns.


 


19.             
Survival. All representations, warranties and covenants contained in this Subscription Agreement shall survive (i)
the acceptance of the subscription by the Company and the Closing and (ii) the death or disability of the undersigned.


 


20.             
Notification of Changes. The undersigned hereby covenants and agrees to notify the Company upon the occurrence of
any event prior to the closing of the purchase of the Securities pursuant to this Subscription Agreement which would cause any
representation, warranty, or covenant of the undersigned contained in this Subscription Agreement to be false or incorrect.


 


21.             
Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or
render unenforceable such term or provision in any other jurisdiction.


 


[SIGNATURE PAGE FOLLOWS]




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IN WITNESS WHEREOF, the undersigned
has executed this Subscription Agreement this 20th of April, 2016.


 


	PURCHASER (if an individual):	PURCHASER (if an entity):
	
         

         

        By:  _____________________

        Name:
	
        Havanti AS

        Legal Name of Entity

         

         

        By:  /s/ Harald Ellefsen__

        Name: Harald Ellefsen

        Title: Managing director



 


State/Country of Domicile or Formation:


Norway


 


 


Aggregate Subscription Amount:


US$77,170.00


 


The offer to purchase Securities
as set forth above is confirmed and accepted by the Company as to 7,716,958 shares of common stock.


 


	 	NXChain, Inc.
	 	
         

         

        By:  /s/ Michael Campbell_______

        Name: Michael Campbell

        Title: Chief Executive Officer

	 	 
	 	 




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APPENDIX
A


Consideration
To Be Delivered


 


 


	Securities to Be Acquired	Aggregate Purchase Price to be Paid
	7,716,958 shares of common stock	US$ 77,170.00