Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


THIS
SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 2nd day of January, 2018, by and among H/Cell Energy
Corporation, a Nevada corporation (the “Company”), and each investor identified on the signature pages hereto
(each, including its successors and assigns, an “Investor” and collectively, the “Investors”).


 


Recitals


 


A.
The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by the provisions of Regulation D (“Regulation D”), as promulgated by the U.S. Securities and Exchange Commission
(the “SEC”) under the Securities Act of 1933, as amended; and


 


B.
The Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and
conditions stated in this Agreement, debentures in the maximum principal amount of $400,000, bearing interest at the rate of 12%
per annum, in the form attached hereto as Exhibit A (the “Debenture”).


 


In
consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1.
Definitions. In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement,
the following terms shall have the meanings set forth below:


 


“Affiliate”
means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls,
is controlled by, or is under common control with, such Person.


 


“Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.


 


“Closing”
has the meaning set forth in Section 3.


 


“Closing
Date” has the meaning set forth in Section 3.


 


“Common
Stock” means common stock of the Company.


 


“Conversion
Securities” means securities issued upon conversion of all or a portion of the principal amount of the Debenture, at
the option of the Investor, upon the occurrence of certain events described in the Debenture.


 


“Company’s
Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company,
after due inquiry.


 




    	 



    	 



    

 





“Confidential
Information” means trade secrets, confidential information and know-how (including but not limited to ideas, formulae,
compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications,
support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related
information).


 


“Control”
(including the terms “controlling”, “controlled by” or “under common control with”) means
the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Debenture”
has the meaning set forth in recitals.


 


“Environmental
Laws” has the meaning set forth in Section 4.15.


 


“GAAP”
has the meaning set forth in Section 4.18.


 


“Infringe”
has the meaning set forth in Section 4.15(d).


 


“Intellectual
Property” means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or
not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names,
logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and
copyrightable works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software
(including but not limited to data, data bases and documentation).


 


“License
Agreements” has the meaning set forth in Section 4.15(b).


 


“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, or (ii) the ability of the Company
to perform its obligations under the Transaction Documents.


 


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


“Purchase
Price” means a maximum of $400,000.


 


“Securities”
means the Debenture and the Conversion Securities.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated
thereunder.


 




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“Subsidiary”
of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests
of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such
voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.


 


“Transaction
Documents” means this Agreement, the Debentures and the Escrow Agreement.


 


2.
Purchase and Issuance of the Securities


 


2.1
Debentures. Upon the terms and conditions set forth herein, the Company shall issue and sell to the Investors and each
of the Investors, severally and not jointly, shall purchase from the Company, the Debentures in the amounts set forth opposite
each Investor’s name on the signature pages attached hereto.


 


3.
Closing. On or prior to the date of executing this Agreement, the Investors shall wire to the escrow account, established
pursuant to the escrow agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”) in same
day funds an amount representing such Investor’s Purchase Price, as set forth on the signature page hereto (“Closing”
or “Closing Date”). The Closing shall occur upon confirmation that the conditions to Closing in Section 6 hereof have
been satisfied. The Closing of the purchase and sale of the Debentures shall take place at the offices of Sichenzia Ross Ference
Kesner LLP, 1185 Avenue of the Americas, 37th Floor, New York, NY 10036. Notwithstanding anything else to the foregoing,
the sale of the Debentures may be made in one or more Closings and on one or more Closing Dates.


 


4.
Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor that, except
as set forth in the schedules delivered herewith (collectively, the “Disclosure Schedules”):


 


4.1
Organization, Good Standing and Qualification. Each of the Company and its Subsidiaries is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate
power and authority to carry on its business as now conducted and to own its properties. Each of the Company and its Subsidiaries
is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of
its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify
has not had and could not reasonably be expected to have a Material Adverse Effect.


 


4.2
Authorization. The Company has full power and authority and has taken all requisite action on the part of the Company,
its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents,
(ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization,
issuance (or reservation for issuance) and delivery of the Securities The Transaction Documents constitute the legal, valid and
binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’
rights generally.


 







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4.3
[Intentionally Omitted]


 


4.4
Valid Issuance. The Debenture and the Conversion Securities have been duly and validly authorized and, when issued and
paid for pursuant to this Agreement or issuance in accordance with the terms of the Debenture, will be validly issued, fully paid
and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Investor),
except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws. The Company
shall reserve a sufficient number of shares of Common Stock for issuance as Conversion Securities, free and clear of all encumbrances
and restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities
laws.


 


4.5
Consents. The execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and
sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency,
or official other than filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant
to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods. Subject
to the accuracy of the representations and warranties of the Investor set forth in Section 5 hereof, the Company has taken all
action necessary to exempt (i) the issuance and sale of the Securities and (ii) the other transactions contemplated by the Transaction
Documents from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover,
business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties
may be subject and any provision of the Company’s Articles of Incorporation, Bylaws or other organizational or charter documents
that is or could reasonably be expected to become applicable to the Investor as a result of the transactions contemplated hereby,
including without limitation, the issuance of the Securities and the ownership, disposition or voting of the Securities by the
Investor or the exercise of any right granted to the Investor pursuant to this Agreement or the other Transaction Documents.


 


4.6
Use of Proceeds. The net proceeds of the sale of the Debentures shall be used by the Company for working capital purposes.


 


4.7
No Conflict, Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by the
Company and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms
and provisions of, or constitute a default under (i) the Company’s Articles of Incorporation, the Company’s Bylaws
or other organizational or charter documents, as in effect on the date hereof, or (ii)(a) any statute, rule, regulation or order
of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, any Subsidiary or
any of their respective assets or properties, or (b) any agreement or instrument to which the Company or any Subsidiary is a party
or by which the Company or a Subsidiary is bound or to which any of their respective assets or properties is subject.


 







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4.8
Certificates, Authorities and Permits. The Company and each Subsidiary possess all material certificates, authorities or
permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by it, and neither
the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate,
authority or permit that, if determined adversely to the Company or such Subsidiary, could reasonably be expected to have a Material
Adverse Effect, individually or in the aggregate.


 


5.
Representations and Warranties of the Investors. Each Investor, for itself and for no other Investor, hereby represents
and warrants as of the date hereof to the Company as follows:


 


5.1
Organization and Existence. If the Investor is an entity, such Investor is a validly existing corporation, limited partnership
or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to
invest in the Securities pursuant to this Agreement.


 


5.2
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.


 


5.3
No Public Sale or Distribution. The Investor is acquiring the Securities for its own account and not with a view towards,
or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant
to sales registered or exempted under the Securities Act; provided, however, by making the representations herein, such Investor
does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and
reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption
under the Securities Act. The Investor is acquiring the Securities hereunder in the ordinary course of its business. Such Investor
does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities
in violation of applicable securities laws. 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.


 


5.4
Investment Experience. Investor acknowledges that it can bear the economic risk and complete loss of its investment in
the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits
and risks of the investment contemplated hereby.


 







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5.5
Disclosure of Information. Investor has had an opportunity to receive all information related to the Company 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 Securities. Neither such inquiries nor any other due diligence investigation conducted by such Investor
shall modify, amend or affect Investor’s right to rely on the Company’s representations and warranties contained in
this Agreement.


 


5.6
Restricted Securities. Investor understands that the Securities are characterized as “restricted securities”
under the U.S. federal securities laws inasmuch as 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. The Investor understands that the Securities are being offered and sold to it in reliance
on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company
is relying in part upon the truth and accuracy of, and Investor’s compliance with, the representations, warranties, agreements,
acknowledgments and understanding of Investor set forth herein in order to determine the availability of such exemptions and the
eligibility of Investor to acquire such securities.


 


5.7
Legends. It is understood that, except as provided below, certificates evidencing the Securities may bear the following
or any similar legend:


 


(a)
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE
OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.”


 


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


 


5.8
No Governmental Review. The Investor understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability
of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


5.9
Transfer or Resale. The Investor understands that: (i) the Securities have not been and are not being registered under
the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently
registered thereunder, (B) the Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel
to the Investor, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred
may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Investor provides the Company
with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated
under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities
made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable,
any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed
to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the
Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person
is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder.


 




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5.10
Accredited Investor. Investor is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the
Securities Act.


 


6.
Conditions to Closing.


 


6.1
Conditions to the Investors’ Obligations. The obligation of each Investor to purchase its Debenture at the Closing
is subject to the fulfillment to each Investor’s satisfaction, on or prior to the Closing Date, of the following conditions,
any of which may be waived by Investor:


 


(a)
The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct
at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of
an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations
and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material
respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks
as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of
such earlier date. The Company shall have performed in all material respects all obligations and covenants herein required to
be performed by it on or prior to the Closing Date.


 


(b)
The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for
consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction
Documents, all of which shall be in full force and effect.


 


(c)
No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy
court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have
been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby
or in the other Transaction Documents.


 




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(d)
The Company shall have delivered the executed Escrow Agreement to each Investor.


 


6.2
Conditions to Obligations of the Company. The Company’s obligation to sell and issue the Debentures at the Closing
is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions,
any of which may be waived by the Company:


 


(a)
The representations and warranties made by each Investor in Sections 5.1 and 5.2 hereof (the “Investment Representations”),
shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing
Date with the same force and effect as if they had been made on and as of said date. The Investment Representations shall be true
and correct in all respects when made, and shall be true and correct in all respects on the Closing Date with the same force and
effect as if they had been made on and as of said date. The Investor shall have performed in all material respects all obligations
and covenants herein required to be performed prior to the Closing Date.


 


(b)
Each Investor shall have delivered its Purchase Price to the Escrow Agent (as defined in the Escrow Agreement).


 


(c)
Each Investor shall have delivered the executed Escrow Agreement to the Company.


 


7.
Covenants and Agreements of the Company.


 


7.1
Delivery of Debentures. The Company shall, within five (5) business days of the Closing Date, delivery the originally executed
Debentures to the Investors.


 


7.2
Reservation of Common Stock. The Company shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, such number of shares of Common Stock as shall from time to time equal the number of shares of Common
Stock issuable as Conversion Securities pursuant to this Agreement and the Debentures.


 


7.3
No Conflicting Agreements. The Company will not take any action, enter into any agreement or make any commitment that would
conflict or interfere in any material respect with the Company’s obligations to the Investor under the Transaction Documents.


 


7.4
Compliance with Laws. The Company will comply in all material respects with all applicable laws, rules, regulations, orders
and decrees of all governmental authorities.


 




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8.
Survival.


 


8.1
Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing
of the transactions contemplated by this Agreement.


 


9.
Miscellaneous.


 


9.1
Successors and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company
or the Investors, as applicable, provided, however, that an Investor may assign its rights and delegate its duties hereunder in
whole or in part to an Affiliate or to a third party acquiring some or all of its Securities in a private transaction without
the prior written consent of the Company, after notice duly given by such Investor to the Company provided, that no such assignment
or obligation shall affect the obligations of Investor hereunder. The provisions of this Agreement shall inure to the benefit
of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


9.2
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document
format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original
thereof.


 


9.3
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


9.4
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered personally; and (ii) if
sent by overnight courier service, one (1) Business Day after deposit with an overnight courier service with next day delivery
specified, in each case, properly addressed to the party to receive the same. The addresses for such notices, consents, waivers
or other communications are as follows:


 


If
to the Company:


 


H-Cell
Energy Corporation


97
River Road


Flemington,
New Jersey 08822


Attention:
Matthew Hidalgo, Chief Financial Officer


 




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With
a copy to:


 


Sichenzia
Ross Ference Kesner LLP


1185
Avenue of the Americas, 37th Floor


New
York, New York 10036


Attention:
James M. Turner, Esq.


 


If
to the Investor, to the address set forth on the signature page.


 


or
to such other address and/or to the attention of such other Person as the recipient party has specified by written notice given
to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the
recipient of such notice, consent, waiver or other communication, or (B) provided by an overnight courier service shall be rebuttable
evidence of personal service or receipt from an overnight courier service in accordance with clause (i) or (ii) above, respectively.


 


9.5
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent
of the Company and the Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each
holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and
the Company.


 


9.6
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders
any provision hereof prohibited or unenforceable in any respect.


 


9.7
Entire Agreement. This Agreement, including the Exhibits and the Disclosure Schedules, and the other Transaction Documents
constitute the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all
prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and
thereof.


 


9.8
Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such
other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment
of the agreements herein contained.


 




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9.9
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto
irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United
States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating
to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit,
action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any
such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to
the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO
WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


[signature
pages follow]


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as
of the date first above written.


 


	The
    Company:	H/CELL
    ENERGY CORPORATION
	 	 	 
	 	By:	
	 	Name:	Matthew
    Hidalgo
	 	Title:	Chief
    Financial Officer


 


[SIGNATURE
PAGES FOR INVESTORS FOLLOW]


 




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Exhibit
10.1








 


[INVESTOR
SIGNATURE PAGES TO PURCHASE AGREEMENT]


 


IN
WITNESS WHEREOF, the undersigned have caused this Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.





 


	Name
    of Purchaser:	 
	 	 
	Signature
    of Authorized Signatory of Purchaser:	 
	 	 
	Address
    for Notice of Purchaser:	 
	 	 
	Aggregate
    Purchase Price:	 
	 	 
	Principal
    Amount of Debenture: