Exhibit
10.1


 


THE
SECURITIES BEING SUBSCRIBED TO HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM
OF EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS.


 


THE
SECURITIES BEING SUBSCRIBED TO MAY NOT BE SOLD, OFFERED, OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A “U.S. PERSON”
UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT IS AVAILABLE. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.


 


SUBSCRIPTION
AGREEMENT


(Non
U.S. Subscribers Only)


 


This
Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page
to this Agreement (the “Subscriber”) in connection with its investment in eMARINE Global Inc., a Nevada corporation
(the “Company”). The Company is conducting a private placement to non-U.S. Persons (the “Offering”)
of Five Hundred Twenty Thousand Dollars ($520,005) (the “Offering Amount”) of units of securities of the Company
(each, a “Unit” and, collectively, the “Units”), at a purchase price of $0.60 per Unit (the
“Purchase Price”), with each Unit consisting of: (i) one (1) share of common stock of the Company (the “Shares”);
and (ii) warrants to purchase two and one-half (2.5) shares of common stock (the “Warrants”). Each Warrant
shall be exercisable at any time on or after the date of issuance for a period of three (3) years at an exercise price per share
equal to $0.70, subject to adjustment as provided in the agreement evidencing the Warrants in the form attached hereto as Exhibit
A. The shares underlying the Warrants may hereinafter be referred to as the “Warrant Shares”, and, together
with the “Shares”, the “Securities”.


 


The
subscription amount for the Units will be held in escrow for the benefit of Subscribers by Sichenzia Ross Ference Kesner LLP (the
“Escrow Agent”) until satisfaction of all the conditions to the closing have been met. The Initial Closing
(as defined herein) of this Offering shall be subject to subscriptions being received from qualified Subscribers and accepted
by the Company. Upon acceptance by the Company after the date hereof of subscriptions deemed sufficient by the Company, it shall
have the right at any time thereafter, but prior to the Termination Date (as defined below), to effect an initial closing with
respect to this Offering (the “Initial Closing”). Thereafter, the Company shall continue to accept, and continue
to have closings (together with the Initial Closing, each a “Closing”) for, additional subscriptions for Units
from investors from time to time until the earlier of (i) the date upon which subscriptions for the Offering Amount offered hereunder
have been accepted, (ii) March 9, 2018, or (iii) the date upon which the Company elects to terminate the Offering (the “Termination
Date”). The Offering will be made on a “reasonable efforts” basis for up to the Offering Amount.


 


The
Units, the Shares, the Warrants and the Warrant Shares will not be listed on any securities exchange. The Company’s Shares
is currently traded on the OTCPink under the symbol “EMRN.”


 


1.
SUBSCRIPTION AND PURCHASE PRICE


 


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


 


(b)
Purchase of Securities. The Subscriber understands and acknowledges that the purchase price to be remitted to the Company
in exchange for the Securities shall be as set forth in the preamble to this Agreement, and the Company shall round up, or down,
to the nearest whole number any fractional purchases per Securities, for an aggregate purchase price as set forth on the signature
pages hereof (the “Aggregate Purchase Price”). The Subscriber’s delivery of this Agreement to the Company
shall be accompanied by payment for the Securities subscribed for hereunder, payable in United States Dollars, by wire transfer
of immediately available funds delivered contemporaneously with the Subscriber’s delivery of this Agreement to the Company
by way of wire transfer of funds to the Company in accordance with the Escrow Agreement and wire instructions attached hereto
as Exhibit B. The Subscriber understands and agrees that, subject to Section 2 and applicable laws, by executing this Agreement,
it is entering into a binding agreement.


 




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2.
Acceptance, Offering Term and Closing Procedures


 


(a)
Acceptance or Rejection. The obligation of the Subscriber to purchase the Securities shall be irrevocable, and the Subscriber
shall be legally bound to purchase the Securities subject to the terms set forth in this Agreement. The Subscriber understands
and agrees that the Company reserves the right to reject this subscription for Securities in whole or part in any order at any
time prior to the Closing for any reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the
Subscriber’s subscription. In the event of rejection of this subscription by the Company in accordance with this Section
2, or if the sale of the Securities is not consummated by the Company for any reason or no reason, this Agreement and any other
agreement entered into between the Subscriber and the Company relating to this subscription shall thereafter have no force or
effect, and the Company shall promptly return or cause to be returned to the Subscriber the purchase price remitted to the Company,
without interest thereon or deduction therefrom.


 


(b)
Closing. The closing of the Offering shall occur upon the earlier of: (i) the date on which the total Offering Amount has
been subscribed for and accepted by the Company (the “Final Closing”); and (ii) such other date as determined
by the Company (the “Termination Date”). As used herein, “Closing” shall mean either “Final
Closing” and “Termination Date.” The Closing shall take place at the offices of Sichenzia Ross Ference
Kesner LLP, 1185 Avenue of the Americas, New York, New York 10036, or such other place as determined by the Company. The Closing
shall take place on a Business Day promptly following the satisfaction of the conditions set forth in Section 7 below, as determined
by the Company (the “Closing Date”). “Business Day” shall mean from the hours of 9:00 a.m.
(Eastern Time) through 5:00 p.m. (Eastern Time) of a day other than a Saturday, Sunday or other day on which commercial banks
in New York, New York are authorized or required to be closed. The Securities purchased by the Subscriber will be delivered by
the Company promptly following the Closing.


 


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


 


3.
THE SUBSCRIBER’s Representations, Warranties AND cOVENANTS


 


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


 


(a)
none of the Securities have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or
under any state securities or “blue sky” laws of any state of the United States, and are being offered only in a transaction
not involving any public offering within the meaning of the Securities Act, and, unless so registered, may not be offered or sold
in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the
Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act, and in each case only in accordance with applicable state and provincial securities laws;


 


(b)
the Company will refuse to register any transfer of any of the Securities not made in accordance with the provisions of Regulation
S, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in
a transaction not subject to, the registration requirements of the Securities Act;


 


(c)
the decision to execute this Subscription Agreement and purchase the Securities agreed to be purchased hereunder has not been
based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is
based solely upon a review of information regarding the Company provided by the Company and/or available on the SEC website at
www.sec.gov to the Subscriber (the “Company Information”);


 




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(d)
the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to review the Company Information and to
ask questions of and receive answers from the Company regarding the Offering, and to obtain additional information, to the extent
possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained
in the Company Information, or any other document provided to the Subscriber;


 


(e)
the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality
restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records
and books pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber’s attorney
and/or advisor(s);


 


(f)
by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Securities
pursuant to this Subscription Agreement;


 


(g)
the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained
in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result
of the Subscriber’s failure to correctly complete this Subscription Agreement;


 


(h)
the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 acknowledgment, representation or warranty of the Subscriber contained herein or in any other document furnished by the
Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber
to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;


 


(i)
the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion
of the Company acting reasonably, it is not in the best interests of the Company;


 


(j)
the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits
and risks of an investment in the Securities and with respect to the applicable resale restrictions, and it is solely responsible
(and the Company is not in any way responsible) for compliance with:


 


(i)
any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares
hereunder, and


 


(ii)
applicable resale restrictions;


 


(k)
the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts”
(as defined in Regulation S under the Securities Act) in the United States in respect of any of the Securities which would include
any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market
in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose
of any of the Securities pursuant to registration of any of the Securities pursuant to the Securities Act and any applicable state
securities laws or under an exemption from such registration requirements and as otherwise provided herein;


 


(l)
the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Securities
as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization
thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;


 


(m)
none of the Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor)
prior to the end of the expiration of a period of six months after the date of original issuance of the Securities;


 




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(n)
the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance
with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of
the Securities Act;


 


(o)
the Securities are presently listed on the OTC Markets but no assurance is made that the Securities will continue to be listed
on the OTC Markets or be listed on any national stock exchange or automated dealer quotation system;


 


(p)
neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any
of the Securities;


 


(q)
no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;


 


(r)
there is no government or other insurance covering any of the Securities;


 


(s)
the Subscriber has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully
understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Subscriber’s
entire investment. Without limiting the generality of the representations set forth herein, the Subscriber represents that the
Subscriber has reviewed, or has the opportunity to review, all of the Company’s SEC Filings (as defined in Section 4(f)
below), which risk factors are incorporated herein by reference;


 


(t)
the Subscriber is a Non-U.S. Person (a “Reg S Person”), such Subscriber hereby represents that the representations
and warranties contained in paragraphs (i) through (vii) of this Section 3(t) are true and correct with respect to such Subscriber:


 


(i)
the issuance and sale to such Reg S Person of the Securities is intended to be exempt from the registration requirements of the
Securities Act, pursuant to the provisions of Regulation S; (ii) it is not a “U.S. Person,” as such term is defined
in Regulation S, and is not acquiring the Securities for the account or benefit of any U.S. Person; and (iii) the offer and sale
of the Securities has not taken place, and is not taking place, within the United States of America or its territories or possessions.
Such Reg S Person acknowledges that the offer and sale of the Securities has taken place, and is taking place in an “offshore
transaction,” as such term is defined in Regulation S;


 


(ii)
such Reg S Person acknowledges and agrees that, pursuant to the provisions of Regulation S, the Securities (including the underlying
Shares and Warrants) cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of to any U.S. Person or within
the United States of America or its territories or possessions for a period of six months from and after the closing date of the
Offering, unless such securities are registered for sale in the United States pursuant to an effective registration statement
under the Securities Act or another exemption from such registration is available. Such Reg S Person acknowledges that it has
not engaged in any hedging transactions with regard to the Securities (or the underlying Shares and Warrants);


 


(iii)
such Reg S Person consents to the placement of a legend on any certificate, note or other document evidencing the securities underlying
the Securities and understands that the Company shall be required to refuse to register any transfer of securities not made in
accordance with applicable U.S. securities laws;


 


(iv)
such Reg S Person is not a “distributor” of securities, as that term is defined in Regulation S, nor a dealer in securities;


 


(v)
such Reg S Person understands that the Securities (including the underlying Shares and Warrants) have not been registered under
the Securities Act, or the securities laws of any state and are subject to substantial restrictions on resale or transfer. The
Securities are “restricted securities” within the meaning of Regulation S and Rule 144, promulgated under the Securities
Act;


 




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(vi)
such Reg S Person acknowledges that the Securities (including the underlying Shares and Warrants) may only be sold offshore in
compliance with Regulation S or pursuant to an effective registration statement under the Securities Act or another exemption
from such registration, if available. In connection with any resale of the Securities pursuant to Regulation S, the Company will
not register a transfer not made in accordance with Regulation S, pursuant to an effective registration statement under the Securities
Act or in accordance with another exemption from the Securities Act; and


 


(vii)
such Reg S Person makes the representations, declarations and warranties as contained in this Section 3(t)(i)-(vi) with the intent
that the same shall be relied upon by the Company in determining its suitability as a purchaser of such Securities.


 


(u)
the Subscriber has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized,
if applicable, and this Agreement constitutes a valid and legally binding obligation of the Subscriber;


 


(v)
the Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience
or the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated
by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s
own interests in connection with the transaction contemplated hereby;


 


(w)
the Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities (including
the underlying Shares and Warrants) that such Securities have not been registered under the Securities Act or any state securities
or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained
in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the
restrictions on the transferability of such Securities. The legend to be placed on each certificate shall be in form substantially
similar to the following:


 


THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) PURSUANT TO REGULATION S UNDER THE 1933 ACT. ACCORDINGLY, NONE OF THE
SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS,
AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED
IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN ACCORDANCE WITH THE SECURITIES ACT.


 


(x)
the Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the
Subscriber’s principal residence if Subscriber is an individual or its principal business address if it is a corporation
or other entity;


 


(y)
if the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement
account, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement
on behalf of such entity has been duly authorized by such entity to do so;


 


(z)
(i) the Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment
in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written
consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation;


 


(ii)
the Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as required by
law; provided, that the Company may use the name of the Subscriber for any offering or in any registration statement filed pursuant
to Article V in which the Subscriber’s Securities are included;


 




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(aa)
the Subscriber is unaware of, is in no way relying on, and did not become aware of, the Offering through or as a result of, any
form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other
communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail
over the Internet, in connection with the Offering and is not subscribing for Securities and did not become aware of the Offering
through or as a result of any seminar or meeting to which the Subscriber was invited by, or any solicitation of a subscription
by, a person not previously known to the Subscriber in connection with investments in securities generally;


 


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


 


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


 


4.
The Company’s Representations, Warranties and Covenants


 


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


 


(a)
The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
This Agreement has been duly authorized, executed and delivered by the Company and is valid, binding and enforceable against the
Company in accordance with its terms.


 


(b)
The Company and its subsidiaries (“Subsidiaries”) are corporations duly organized, validly existing and in
good standing under the laws of their respective jurisdiction of incorporation and are duly qualified as a foreign corporation
in all jurisdictions where the failure to be so qualified would have a materially adverse effect on their business, taken as whole.


 


(c)
The Securities to be issued to the Subscriber 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 non-assessable.


 


(d)
Neither the execution and delivery nor the performance of this Agreement by the Company will conflict with the Company’s
organizational materials, as amended to date, or result in a breach of any terms or provisions of, or constitute a default under,
any material contract, agreement or instrument to which the Company is a party or by which the Company is bound.


 


(e)
The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the
EDGAR system true and complete copies of each of the Company’s Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K
and Current Reports on Form 8-K (collectively, the “SEC Filings”), and all such SEC Filings are incorporated
herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document
was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange
Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under
the Securities Act and the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company
and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in
all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description
in all material respects of the business of the Company and the Subsidiaries.


 




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(f)
The Company acknowledges and agrees that the Subscriber is acting solely in the capacity of an arm’s length purchaser with
respect to the Securities and the transactions contemplated hereby. The Company further acknowledges that the Subscriber is not
acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the
transactions contemplated hereby and any advice given by the Subscriber or any of its representatives or agents in connection
with this Agreement and the transactions contemplated hereby is merely incidental to the Subscriber’s purchase of the Securities.
The Company further represents to the Subscriber that the Company’s decision to enter into this Agreement has been based
solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 


(g)
The Company will indemnify and hold harmless the Subscriber and, where applicable, its directors, officers, employees, agents,
advisors and shareholders, from and against any and all Loss arising out of or based upon any representation or warranty of the
Company contained herein or in any document furnished by the Company to the Subscriber in connection herewith being untrue in
any material respect or any breach or failure by the Company to comply with any covenant or agreement made by the Company to the
Subscriber in connection therewith; provided, however, that the Company’s liability shall not exceed the Subscriber’s
Aggregate Purchase Price tendered hereunder.


 


5.
[reserved]


 


6.
Use of Proceeds


 


The
Company anticipates using the gross proceeds from the Offering for general corporate purposes including growth initiatives and
capital expenditures.


 


7.
CONDITIONS TO ACCEPTANCE OF SUBSCRIPTION


 


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


 


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


 


(b)
The representations and warranties of the Company contained in this Agreement shall have been true and correct in all material
respects on the date of this Agreement and shall be true and correct as of the Closing as if made on the Closing Date.


 


8.
MISCELLANEOUS PROVISIONS


 


(a)
All parties hereto have been represented by counsel, and no inference shall be drawn in favor of or against any party by virtue
of the fact that such party’s counsel was or was not the principal draftsman of this Agreement.


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


[Signature
Pages Follow]


 




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ACCEPTED
this ___ day of March, 2018, on behalf of eMARINE GLOBAL INC.


 


	 	By:	 
	 	Name:	Ung
    Gyu Kim
	 	Title:	Chief
    Executive Officer


 




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ALL
SUBSCRIBERS MUST COMPLETE THIS PAGE


 


IN
WITNESS WHEREOF, the Subscriber has executed this Agreement on the ____ day of March, 2018.


 


	 	x
    $0.79 =	 
	Units*
    subscribed for	 	Aggregate
    Purchase Price
	-
    Number of Shares	 	 
	-
    Number of Warrants	 	 
	*1
    Unit consists of 1 Share and 2.5 Warrants	 	 


 


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


 


	1.	___	Individual	 	7.	___	Trust/Estate/Pension
                                         or Profit sharing Plan

        Date
        Opened:______________

	2.	___	Joint
    Tenants with Right of Survivorship	 	8.	___	As
                                         a Custodian for

        

        

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


 


ALTERNATIVE
DISTRIBUTION INFORMATION


 


To
direct distribution to a party other than the registered owner, complete the information below. YOU MUST COMPLETE THIS SECTION
IF THIS IS AN IRA INVESTMENT.


 


Name
of Firm (Bank, Brokerage, Custodian):


 


Account
Name:


 


Account
Number:


 


Representative
Name:


 


Representative
Phone Number:


 


Address:


 


City,
State, Zip:


 




    	-10-



    	 



    

 


IF
MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

INDIVIDUAL SUBSCRIBERS MUST COMPLETE THIS PAGE 10.

SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE PAGE 11.


 


EXECUTION
BY NATURAL PERSONS


 


 


Exact
Name in Which Title is to be Held




 


	 	 	 
	Name
                                         (Please Print)
	 	Name
                                         of Additional Purchaser

	 	 	 
	 	 	 
	Residence:
                                         Number and Street
	 	Address
                                         of Additional Purchaser

	 	 	 
	 	 	 
	City,
                                         State and Zip Code
	 	City,
                                         State and Zip Code

	 	 	 
	 	 	 
	Social
                                         Security Number
	 	Social
                                         Security Number

	 	 	 
	 	 	 
	Telephone
                                         Number
	 	Telephone
                                         Number

	 	 	 
	 	 	 
	Fax
                                         Number (if available)
	 	Fax
                                         Number (if available)

	 	 	 
	 	 	 
	E-Mail
                                         (if available)
	 	E-Mail
                                         (if available)

	 	 	 
	 	 	 
	(Signature)
	 	(Signature
                                         of Additional Purchaser)



 




    	-11-



    	 



    

 


EXECUTION
BY SUBSCRIBER WHICH IS AN ENTITY


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


 


 


Name
of Entity (Please Print)




 


	Date
    of Incorporation or Organization:	 
	 	 
	State
    of Principal Office:	 
	 	 
	Federal
    Taxpayer Identification Number:	 
	 	 
	 	 
	Office
    Address	 
	 	 
	 	 
	City,
    State and Zip Code	 
	 	 
	 	 
	Telephone
    Number	 
	 	 
	 	 
	Fax
    Number (if available)	 
	 	 
	 	 
	E-Mail
                                         (if available)
	 


 


	 	 	 	By:	 
	

        
		 	Name:	

	 	 	 	Title:	 
	[seal]	 	 	 	 
	 	 	 	 	 
	Attest:	 	 		 
	 	(If
    Entity is a Corporation)	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Address	 


 




    	-12-



    	 



    

 


INVESTOR
QUESTIONNAIRE


 


The
Subscription represents and warrants that he, she or it comes within one category marked below, and that for any category marked,
he, she or it has truthfully set forth, where applicable, the factual basis or reason the Purchaser comes within that category.
ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish any additional
information which the Company deems necessary in order to verify the answers set forth below.


 


	Category
    A __ 	 	The
    undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his
    or her spouse, presently exceeds $1,000,000 (excluding residence).
	 	 	 
	 	 	Explanation.
    In calculating net worth you may include equity in personal property and real estate, including your principal residence,
    cash, short term investments, stock and securities. Equity in personal property and real estate should be based on the fair
    market value of such property less debt secured by such property.
	 	 	 
	Category
    B __ 	 	The
    undersigned is an individual (not a partnership, corporation, etc.) who had an income in excess of $200,000 in each of the
    two most recent years, or joint income with his or her spouse in excess of $300,000 in each of those years (in each case including
    foreign income, tax exempt income and full amount of capital gains and losses but excluding any income of other family members
    and any unrealized capital appreciation) and has a reasonable expectation of reaching the same income level in the current
    year.
	 	 	 
	Category
    C __ 	 	The
    undersigned is a director or executive officer of the Company which is issuing and selling the Securities.
	 	 	 
	Category
    D __ 	 	The
    undersigned is a bank; a savings and loan association; insurance company; registered investment company; registered business
    development company; licensed small business investment company (“SBIC”); or employee benefit plan within the
    meaning of Title 1 of ERISA and (a) the investment decision is made by a plan fiduciary which is either a bank, savings and
    loan association, insurance company or registered investment advisor, or (b) the plan has total assets in excess of $5,000,000
    or (c) is a self-directed plan with investment decisions made solely by persons that are accredited investors. (describe entity).
	 	 	 
	Category
    E __	 	The
    undersigned is a private business development company as defined in section 202(a)(22) of the Investment Advisors Act of 1940.
    (describe entity).   
	 	 	 
	Category
    F __ 	 	The
    undersigned is either a corporation, partnership, Massachusetts business trust, or non profit organization within the meaning
    of Section 501(c)(3) of the Internal Revenue Code, in each case not formed for the specific purpose of acquiring the Securities
    and with total assets in excess of $5,000,000. (describe entity)
	 	 	 
	Category
    G __ 	 	The
    undersigned is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities,
    where the purchase is directed by a “sophisticated investor” as defined in Regulation 506(b)(2)(ii) under the
    Act.
	 	 	 
	Category
    H __  	 	The
    undersigned is an entity (other than a trust) in which all of the equity owners are “accredited investors” within
    one or more of the above categories. If relying upon this Category alone, each equity owner must complete a separate copy
    of this Agreement. (describe entity)
	 	 	 
	Category
    I __ 	 	The
    undersigned is a Non-U.S. Person (a “Reg S Person”), and such Purchaser hereby represents that the representations
    contained in paragraphs (a) through (f) below are true and correct with respect to such undersigned Purchaser:


 




    	-13-



    	 



    

 


	 	(a)	the
    issuance and sale to such Reg S Person of the Securities is intended to be exempt from the registration requirements of the
    Securities Act, pursuant to the provisions of Regulation S; (ii) it is not a “U.S. Person,” as such term is defined
    in Regulation S, and is not acquiring the Securities for the account or benefit of any U.S. Person; and (iii) the offer and
    sale of the Units has not taken place, and is not taking place, within the United States of America or its territories or
    possessions. Such Reg S Person acknowledges that the offer and sale of the Securities has taken place, and is taking place
    in an “offshore transaction,” as such term is defined in Regulation S.
	 	 	 
	 	(b)
    	Such
    Reg S Person acknowledges and agrees that, pursuant to the provisions of Regulation S, the Securities (including the underlying
    Shares) cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of to any U.S. Person or within the
    United States of America or its territories or possessions for a period of six months from and after the closing date of the
    Offering, unless such securities are registered for sale in the United States pursuant to an effective registration statement
    under the Securities Act or another exemption from such registration is available. Such Reg S Person acknowledges that it
    has not engaged in any hedging transactions with regard to the Securities (or the underlying Shares).
	 	 	 
	 	(c)
    	Such
    Reg S Person consents to the placement of a legend on any certificate, note or other document evidencing the securities underlying
    the Securities and understands that the Company shall be required to refuse to register any transfer of securities not made
    in accordance with applicable U.S. securities laws.
	 	 	 
	 	(d)	 Such
    Reg S Person is not a “distributor” of securities, as that term is defined in Regulation S, nor a dealer in securities.
	 	 	 
	 	(e)
    	Such
    Reg S Person understands that the Units (including the underlying Shares) have not been registered under the Securities Act,
    or the securities laws of any state and are subject to substantial restrictions on resale or transfer. The Securities, and
    the Shares are “restricted securities” within the meaning of Regulation S and Rule 144, promulgated under the
    Securities Act.
	 	 	 
	 	(f)
    	Such
    Reg S Person acknowledges that the Securities (including the underlying Shares) may only be sold offshore in compliance with
    Regulation S or pursuant to an effective registration statement under the Securities Act or another exemption from such registration,
    if available. In connection with any resale of the Securities pursuant to Regulation S, the Company will not register a transfer
    not made in accordance with Regulation S, pursuant to an effective registration statement under the Securities Act or in accordance
    with another exemption from the Securities Act.


 


	Category
    J ____ 	 	The
    undersigned is not within any of the categories above and is therefore not an accredited investor.


 


The
undersigned agrees that the undersigned will notify the Company at any time on or prior to the closing in the event that the representations
and warranties in this Agreement shall cease to be true, accurate and complete


 


The
undersigned is informed of the significance to the Company of the foregoing representations and answers contained in the Confidential
Investor Questionnaire and such answers have been provided under the assumption that the Company will rely on them.


 




    	-14-



    	 



    

 


SUITABILITY
(please answer each question)


 


(a)
For an individual Subscriber, please describe your current employment, including the company by which you are employed and its
principal business:


 


	 	 
	 	 
	 	 
	 	 





(b)
For an individual Subscriber, please describe any college or graduate degrees held by you:


 


	 	 
	 	 
	 	 
	 	 





(c)
For all Subscribers, please list types of prior investments:


 


	 	 
	 	 
	 	 
	 	 


(d)
For all Subscribers, please state whether you have participated in other private placements before:


 


	 	YES_______
    	 	NO_______	


 


(e)
If your answer to question (d) above was “YES”, please indicate frequency of such prior participation in private
placements of:


 


	 	 	Public

        Companies
	 	Private

        Companies
	 	


Public
or Private Companies with no, or insignificant, assets and operations






	 	 	 	 	 	 	 
	Frequently	 		 		 	
	Occasionally	 		 		 	
	Never	 		 		 	


 


(f)
For individual Subscribers, do you expect your current level of income to significantly decrease in the foreseeable future:


 


	 	YES_______
    	 	NO_______	


 


(g)
For trust, corporate, partnership and other institutional Subscribers, do you expect your total assets to significantly decrease
in the foreseeable future:


 


	 	YES_______
    	 	NO_______	


 


(h)
For all Subscribers, do you have any other investments or contingent liabilities which you reasonably anticipate could cause you
to need sudden cash requirements in excess of cash readily available to you:


 


	 	YES_______
    	 	NO_______	


 


(i)
For all Subscribers, are you familiar with the risk aspects and the non-liquidity of investments such as the securities for which
you seek to subscribe?


 


	 	YES_______
    	 	NO_______	


 


(j)
For all Subscribers, do you understand that there is no guarantee of financial return on this investment and that you run the
risk of losing your entire investment?


 


	 	YES_______
    	 	NO_______	


 




    	-15-



    	 



    

 


MANNER
IN WHICH TITLE IS TO BE HELD. (circle one)


 


	(a)
    	Individual
    Ownership
	(b)	Community
    Property
	(c)
    	Joint
    Tenant with Right of Survivorship (both parties must sign)
	(d)	Partnership*
	(e)	Tenants
    in Common
	(f)
    	Company*
	(g)
    	Trust*
	(h)
    	Other*


 


*If
Securities are being subscribed for by an entity, the attached Certificate of Signatory must also be completed.


 


FINRA
Affiliation


 


Are
you affiliated directly or indirectly with a member broker-dealer firm of the Financial Industry Regulatory Authority, Inc. as
an employee, officer, director, partner or shareholder or as a relative or member of the same household of an employee, director,
partner or shareholder of a FINRA member broker-dealer firm?


 


Yes____
No_____


 


If
the answer is “yes,” then, in order to purchase securities in the offering, the Subscriber will need to provide the
Issuer with a FINRA member affiliate certification whereby the FINRA member firm acknowledges the affiliation and its receipt
of the notice required by Article 3, Sections 28(a) and (b) of the Rules of Fair Practice with respect to an investment in Securities
pursuant to the offering described herein.


 


Anti-Money
Laundering Rules


 


In
order for the Company to comply with applicable anti-money laundering/U.S. Treasury Department Office of Foreign Assets Control
(“OFAC”) rules and regulations, Subscriber is required to provide the following information:


 


	(a)	Payment
    Information



 


(i)
Name and address (including country) of the bank from which Subscriber’s payment to the Company is being wired (the “Wiring
Bank”):


 


	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 




    	-16-



    	 



    

 


(ii)
Subscriber’s wiring instructions at the Wiring Bank:


 


	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


(iii)
Is the Wiring Bank located in the U.S. or another “FATF Country”*?


 


_____
Yes ______ No


 


(iv)
Is Subscriber a customer of the Wiring Bank?


 


_____
Yes ______ No


 


(b)
Additional Information


 


Investors
wishing to subscribe must provide the following additional information or documents unless you have previously delivered such
information to the Company or to a Placement Agent for the Offering as part of the establishment of your account at the Placement
Agent.


 


For
Individual Investors:


 


	____
     	 	A
    government issued form of picture identification (e.g., passport or drivers license).
	 	 	 
	____
     	 	Proof
    of the individual’s current address (e.g., current utility bill), if not included in the form of picture identification.
	 	 	 
	____
    	 	 One
    or more of the above documentations has previously provided to Placement Agent.
	 	 	 
	 	 	For
    Funds of Funds or Entities that Invest on Behalf of Third Parties:
	 	 	 
	_____
     	 	A
    certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization
    (e.g., certificate of good standing).
	 	 	 
	_____
    	 	An
    “incumbency certificate” attesting to the title of the individual executing these subscription materials on behalf
    of the prospective investor.
	 	 	 
	_____
    	 	A
    completed copy of a certification that the entity has adequate anti-money laundering policies and procedures (“AML Policies
    and Procedures”) in place that are consistent with the USA PATRIOT Act, OFAC and other relevant federal, state or non-U.S.
    anti-money laundering laws and regulations (with a copy of the entity’s current AML Policies and Procedures to which
    such certification relates).
	 	 	 
	_____
    	 	A
    letter of reference for any entity not located in the U.S. or other FATF country, from the entity’s local office of
    a reputable bank or brokerage firm that is incorporated, or has its principal place of business located, in the U.S. or other
    FATF Country certifying that the prospective investor maintains an account at such bank/brokerage firm for a length of time
    and containing a statement affirming the prospective investor’s integrity.
	 	 	 
	____	 	One
    or more of the above documentations has previously provided to Placement Agent.


 





 






*
As of the date hereof, countries that are members of the Financial Action Task Force on Money Laundering (“FATF
Country”) are: Argentina, Australia, Austria, Belgium, Brazil, Canada, Denmark, Finland, France, Germany, Greece, Hong
Kong, Iceland, Ireland, Italy, Japan, Luxembourg, Mexico, Kingdom of the Netherlands, New Zealand, Norway, Portugal, Russian Federation,
Singapore, South Africa, Spain, Sweden, Switzerland, Turkey, United Kingdom and the United States of America.







 




    	-17-



    	 



    

 


For
all other Entity Investors:


 


	_____
    	 	A
    certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization
    (e.g., certificate of good standing).
	 	 	 
	_____
    	 	An
    “incumbency certificate” attesting to the title of the individual executing these subscription materials on behalf
    of the prospective investor.
	 	 	 
	_____
    	 	 A
    letter of reference from the entity’s local office of a reputable bank or brokerage firm that is incorporated, or has
    its principal place of business located, in the U.S. or other FATF Country certifying that the prospective investor maintains
    an account at such bank/brokerage firm for a length of time and containing a statement affirming the prospective investor’s
    integrity.
	 	 	 
	_____
    	 	If
    the prospective investor is a privately-held entity, a certified list of the names of every person or entity who is directly
    or indirectly the beneficial owner of 25% or more of any voting or non-voting class of equity interests of the Subscriber,
    including (i) country of citizenship (for individuals) or principal place of business (for entities) and, (ii) for individuals,
    such individual’s principal employer and position.
	 	 	 
	 	 	If
    the prospective investor is a trust, a certified list of (i) the names of the current beneficiaries of the trust that have,
    directly or indirectly, 25% or more of any interest in the trust, (ii) the name of the settlor of the trust, (iii) the name(s)
    of the trustee(s) of the trust, and (iv) the country of citizenship (for individuals) or principal place of business (for
    entities).
	 	 	 
	_____
     	 	One
    or more of the above documentations has previously provided to Placement Agent.


 


The
Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its
execution of the Subscription Agreement pursuant to which it purchased the Securities.


 


	 	 	 
	Name
    of Purchaser [please print]	 	Name
    of Co-Purchaser [please print]
	 	 	 
	 	 	 
	Signature
of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.)
	 	Signature
    of Co-Purchaser
	 	 	 
	 	 	 
	Name
    of Signatory (Entities only)	 	 
	 	 	 
	 	 	 
	Title
    of Signatory (Entities only)	 	 


 




    	-18-



    	 



    

 


VERIFICATION
OF INVESTMENT ADVISOR/BROKER


 


I
state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe
that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together
with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:


 


	 	(a)	that
    I have reviewed the Subscription Agreement and forms of securities presented to me, and attachments (if any) thereto;
	 	 	 
	 	(b)	that
    the Subscription Agreement and attachments thereto have been fully completed and executed by the appropriate party; and
	 	 	 
	 	(c)	that
    the subscription will be deemed received by the Company upon acceptance of the Subscription Agreement.


 


Deposit
securities from this offering directly to purchaser’s account? [  ] Yes [  ] No


 


If
“Yes,” please indicate the account number: _____________________________________


 


		 	
	Broker/Dealer	 	Account
    Executive
	 	 	 
		 	
	(Name
    of Broker/Dealer)	 	(Signature)
	 	 	 
		 	 
	(Street
    Address of Broker/Dealer Office) 	 	(Print
    Name)
	 	 	 
		 	 
	(City
    of Broker/Dealer Office) (State) (Zip)	 	(Representative
    I.D. Number)
	 	 	 
	 	 	 
	(Telephone
    Number of Broker/Dealer Office)	 	(Date)
	 	 	 
	 	 	 
	(Fax
Number of Broker/Dealer Office)	 	(E-mail
    Address of Account Executive)



 



    	-19-



    	 



    

 


CERTIFICATE
OF SIGNATORY


 


(To
be completed if Securities are


being
subscribed for by an entity)


 


I,
____________________________, am the ____________________________ of __________________________________________ (the “Entity”).


 


I
certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement
and to purchase and hold the Securities, and certify further that the Subscription Agreement has been duly and validly executed
on behalf of the Entity and constitutes a legal and binding obligation of the Entity.


 


IN
WITNESS WHEREOF, I have set my hand this ________ day of _________________, 2018


 


	 	 
	 	(Signature)


 




    	-20-



    	 



    

 


Exhibit
A


 


Form
of Warrant


 


(see
attached)


 




    	-21-



    	 



    

 


Exhibit
B


 


Form
of Escrow Agreement


 


(see
attached)


 




    	-22-