Exhibit 10.1


 


STOCK
PURCHASE AGREEMENT


 


This
Stock Purchase Agreement (“Agreement”), dated ___________ (“Effective Date”), is by and between LOGIQ,
Inc. (the “Company”) and _________________. (“Investor”).


 


		1.	The
                                         Company and Investor are executing and delivering this Agreement in reliance upon: (i)
                                         a Registration Statement and Base Prospectus filed with the United States Securities
                                         and Exchange Commission (“Commission”) on August 17, 2020 on Form S-3; and
                                         (ii) a Prospectus Supplement to be filed with the Commission within two business days
                                         of the closing of this investment pursuant to Rule 424(b)(5), with both documents bearing
                                         Registration Number 333-248069;



 


		2.	The
                                         parties desire that, upon the terms contained in this Agreement, the Company shall issue
                                         and sell to Investor and Investor shall purchase for $___________ (“Purchase Price”)
                                         __________ registered shares of common stock of the Company (“Shares”).



 


		3.	Closing
                                         Date. The “Closing Date” shall be the date that the Purchase Price is transmitted
                                         by wire transfer or otherwise credited to or for the benefit of the Company. The consummation
                                         of the transaction set forth in this Agreement (“Closing”) shall take place
                                         at any location agreed to between the parties and upon the satisfaction or waiver of
                                         all conditions to Closing set forth in this Agreement.



 


		4.	Closing.
                                         On the Closing Date Investor shall purchase and the Company shall sell the Shares to
                                         Investor.



 


		5.	Purchased
                                         Shares. On the Closing Date, or as directed by Investor, the Company shall issue and
                                         deliver the Shares to Investor.



 


		6.	Status
                                         of the Company and Matters Related to this Agreement



 


		a.	Due
                                         Incorporation. The Company is a corporation duly incorporated, validly existing and in
                                         good standing under the laws of the jurisdiction of its incorporation and has the requisite
                                         corporate power to own its properties and to carry on its business as presently conducted.
                                         The Company is duly qualified as a foreign corporation to do business and is in good
                                         standing in each jurisdiction where the nature of the business conducted , or property
                                         owned by it, makes such qualification necessary, other than those jurisdictions in which
                                         the failure to so qualify would not have a Material Adverse Effect. For purposes of this
                                         Agreement, a “Material Adverse Effect” shall mean a material adverse effect
                                         on the financial condition, results of operations, prospects, properties or business
                                         of the Company and its Subsidiaries taken as a whole. For purposes of this Agreement,
                                         “Subsidiary” means any corporation which more than 30% of the outstanding
                                         capital stock having (in the absence of contingencies) ordinary voting power to elect
                                         a majority of the Company’s Board of Directors (“Board”). As of the
                                         Closing Date, each Subsidiary of the Company is set forth on Schedule 6(a) to this Agreement.



 


		b.	Outstanding
                                         Stock. All issued and outstanding shares of common stock of the Company and any Subsidiary
                                         have been duly authorized and validly issued and are fully paid and non-assessable.



 






     


     

    




 


		c.	Authority;
                                         Enforceability. This Agreement has been duly authorized, executed and delivered by the
                                         Company. The Company has full corporate power and authority necessary to deliver this
                                         Agreement and to perform the obligations set forth in this Agreement.



 


		d.	Capitalization
                                         and Additional Issuances of Common Stock. As of the date of this Agreement, the authorized
                                         and outstanding number of shares of common stock of the Company (not including the Shares)
                                         is set forth on Schedule 6(d) to this Agreement. There are no outstanding agreements
                                         or preemptive or similar rights affecting the common stock of the Company and no outstanding
                                         rights, warrants or options to acquire, or instruments convertible into or exchangeable
                                         for, or agreements or understandings with respect to the sale or issuance of any common
                                         stock of the Company or other equity interest in the Company except as described on Schedule
                                         6(d) to this Agreement. The common stock, options, warrants, agreements and other rights
                                         to acquire equity of the Company is set forth on Schedule 6(d) to this Agreement. The
                                         only officer, director, employee and consultant stock option or stock incentive plan
                                         in effect or contemplated by the Company as of the date of this Agreement is described
                                         on Schedule 6(d) to this Agreement.



 


		e.	Consents.
                                         No consent, approval, authorization or order of any court, governmental agency, or body
                                         or arbitrator having jurisdiction over the Company or any Subsidiary, the OTC Markets
                                         Group, Inc. or the Company’s shareholders is required for the sale of the Shares in accordance
                                         with this Agreement.



 


		f.	Stop
                                         Orders. There are no stop orders in effect from the United States Securities and Exchange
                                         Commission (“Commission”) or any state securities commission or any other
                                         regulatory authority of any stop order or of any order preventing or suspending any offering
                                         of the common stock of the Company, or of the suspension of the qualification of the
                                         common stock of the Company for offering or sale in any jurisdiction or the initiation
                                         of any proceeding for any such purpose. If any such stop order is issued, the Company
                                         will promptly notify Brown Stone.



 


		g.	Books
                                         and Records. From the date of this Agreement and until the Closing, the Company shall
                                         keep records and books of account in which full, true and correct entries will be made
                                         of all dealings or transactions in relation to its business and affairs in accordance
                                         with generally accepted accounting principles applied in the United States on a consistent
                                         basis.



 


		h.	Governmental
                                         Authorities. From the date of this Agreement and until the Closing, the Company shall
                                         duly observe and conform in all material respects to all valid requirements of governmental
                                         authorities relating to the conduct of its business, properties and assets.












 


		7.	Miscellaneous.



 


		a.	Notices
.. All notices, requests and demands to or upon a party to this Agreement (“Notice”), to be effective, shall be in
writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt;
(iii) by overnight courier; or (iv) by email and shall be deemed to have been validly served, given delivered and received: (x)
on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail;
(y) one business day after deposit with an overnight courier; or (z) in the case of email notice, when sent. Notices shall be
addressed as follows:



 


LOGIQ INC.


85 Broad Street, 16-079


New York, NY 10004


Attn: Brent Suen, President


Email: _________


INVESTOR


 


See
Signature Page hereto


 


		b.	Counterparts
and Execution. This Agreement may be executed in any number of counterparts and by the different signatories to this Agreement
on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute
one and the same instrument. This Agreement may be delivered by facsimile or email transmission.









 






    2


     

    




 


The
parties have executed this Agreement as of the Effective Date.





 


LOGIQ,
INC.


 


 


By:
__________________________________


Printed
Name: Brent Suen


Title:
President


 


INVESTOR:


 


_______________________





 


 


By:
___________________________________


 


Printed
Name: ____________________


 


Title
(if any): _______________


 


Address:


_______________________


 


_______________________


 


_______________________


 


Email:
_____________________


 


 


3