Exhibit 10.1


 


 


 


 


 





 



 








exp
world holdings, inc.


 


 


COMMON STOCK 


SUBSCRIPTION BOOKLET


 





 



 


 


 


 


 


 


 






    	 	 	 



     

    

 


EXP WORLD HOLDINGS, INC.


 


COMMON STOCK 


SUBSCRIPTION BOOKLET


 


Instructions


 


This Subscription Booklet contains all
of the documents necessary for your investment in shares of Common Stock (the “Shares”) of eXp World Holdings,
Inc. (the “Company”). The offering of the Shares is made by and described in the Confidential Private Placement
Memorandum of the Company dated December 13, 2016 (the “Offering Memorandum”). The Offering Memorandum and materials
referred to therein contain a detailed description of the Company, its business, operations, and financial condition, and of the
terms of the offering. The offering is made only by the Offering Memorandum as specified therein.


 


In this booklet you
will find the following documents:


 


	 	q	Subscription Agreement
		q	Signature Page to Subscription Agreement



		q	Confidential Investor Questionnaire



 


The
Investor questionnaire and Each of the documents in the signature page packet must be fully completed and executed in accordance
with its instructions. You must return the completed and signed Confidential Investor Questionnaire and each
of the documents in the signature page packet together with payment of your full purchase amount as described below.


 


Return completed materials to:


 


1321 King Street, Suite 1


Bellingham, WA 98229


(360) 685-4206


Attention: Glenn Sanford


 


If you have any questions in connection
with the completion of the documents please feel free to call at the number listed above.


 


 


 


 


 


 


 


 






    	 	 	 



     

    

 


eXp World
Holdings, Inc.


 


COMMON STOCK


SUBSCRIPTION AGREEMENT


 


If and when accepted
by eXp World Holdings, Inc. (the “Company”), this Subscription Agreement (this “Agreement”),
when executed by the undersigned subscriber (the “Investor”), shall constitute a subscription for that number
of shares of Common Stock, par value $0.00001 per share of the Company (the “Shares”) as calculated based on
the on the total investment amount set forth on the signature page hereof.


 


The Company is offering up to 1,000,000
Shares. The price per Share is $3.25.


 


THE INVESTOR, BY EXECUTING
BELOW, ACKNOWLEDGES THAT HE, SHE OR IT UNDERSTANDS THAT THE COMPANY IS RELYING UPON THE ACCURACY AND COMPLETENESS HEREOF IN DECIDING
WHETHER TO ACCEPT THIS AGREEMENT AND TO SELL TO THE INVESTOR AND IN COMPLYING WITH ITS OBLIGATIONS UNDER APPLICABLE SECURITIES
LAWS.


 


Representations and Warranties of
the Investor. The Investor hereby represents and warrants to the Company, as of the date of this Agreement, as follows:


 


Private Placement Memorandum.
The Investor acknowledges receipt of a copy of the Company’s Private Placement Memorandum dated December 13, 2016 (the “Private
Placement Memorandum”) which describes the offering of the Shares and certain other material information about the Company.
The Investor has reviewed the Private Placement Memorandum and the Company’s filings made with the Securities and Exchange
Commission (the “SEC”) (available at www.sec.gov).


 


Ability to Bear Risk.
The Investor is in a financial position to hold the Shares and is able to bear the economic risk and withstand a complete loss
of his, hers or its investment in the Shares.


 


High Degree of Risk. THE
INVESTOR RECOGNIZES THAT THE SHARES AS AN INVESTMENT INVOLVE A HIGH DEGREE OF RISK. The Investor has carefully reviewed the Risk
Factors set forth in the Private Placement Memorandum.


 


Professional Advice. The
Investor has obtained, to the extent he, she or it deems necessary, his, hers or its own professional advice with respect to the
risks inherent in the investment in the Shares, the condition of the Company and the suitability of the investment in the Shares
in light of his, hers or its financial condition and investment needs.


 


Sophistication. The Investor,
either alone or with the assistance of his, hers or its professional advisor, is a sophisticated investor, is able to fend for
himself, herself or itself in the transactions contemplated by this Agreement, and has such knowledge and experience in financial
and business matters that he, she or it is capable of evaluating the merits and risks of the prospective investment in the Shares.


 


Access to Information.
The Investor has reviewed the Private Placement Memorandum and the Company’s filings made with the SEC and has been given
full and complete access to all such other information regarding the Company that Investor has requested and has utilized such
access to his, hers or its satisfaction for the purpose of obtaining information about the Company; particularly, the Investor
has had a reasonable opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms
and conditions of the offering of the Shares and to obtain any additional information, to the extent reasonably available, necessary
to verify the accuracy of information provided about the Company.


 


 


 


 






    	 	Subscription Agreement
 Page 1	 



     

    

 


Purchase Entirely for Own
Account. The Shares will be acquired for investment for the Investor’s own account, not as a nominee or agent, and not
with a view to the distribution of any part thereof; the Investor has no present intention of selling, granting any participation
in or otherwise distributing the Shares in a manner contrary to the Securities Act of 1933, as amended (the “Securities
Act”), or any applicable state securities or Blue Sky law, and the Investor does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with
respect to any of the Shares.


 


Due Diligence. The Investor
has been solely responsible for his, hers or its own due diligence investigation of the Company and its business, and his, hers
or its analysis of the merits and risks of the investment made pursuant to this Agreement, and is not relying on anyone else’s
analysis or investigation of the Company, its business or the merits and risks of the Shares other than professionals engaged specifically
by the Investor to assist the Investor. In taking any action or performing any role relative to the arranging of the investments
being made pursuant to this Agreement, the Investor has acted solely in his, hers or its own interest and not in that of any of
the other Investors, and none of the other Investors (or any of their respective employees or agents) has acted as an agent or
fiduciary for the Investor.


 


Restricted Securities. The
Investor acknowledges that (a) the Shares have not been registered under the Securities Act, are characterized under the Securities
Act as “restricted securities” and, therefore, cannot be sold or transferred unless subsequently registered under the
Securities Act or an exemption from such registration is available. The Investor’s financial condition is such that it is
not likely that it will be necessary to dispose of any of the Shares in the foreseeable future. In this regard, the Investor represents
that he, she or it is familiar with Rule 144 of the SEC, as presently in effect, and understands the resale limitations imposed
thereby and by the Securities Act.


 


Exemption Reliance. The
Investor has been advised that the Shares are not being registered under the Securities Act or applicable state securities laws,
but are being offered and sold pursuant to exemptions from such laws, and that the Company’s reliance upon such exemptions
is predicated in part on the Investor’s representations contained herein.


 


Residency. For purposes
of the application of state securities laws, the Investor represents that he, she or it is a bona fide resident of, and is domiciled
in, the state set forth on the signature page hereto.


 


Legends.
The Investor acknowledges that the certificates evidencing the Shares will be imprinted with certain restrictive legends describing
the transfer restrictions applicable to restricted securities.


 


Accreditation. The Investor
is an “accredited investor” as defined by Rule 501 of Regulation D under the Securities Act.


 


Tax Identification; Withholding.
Under penalties of perjury, the Investor certifies that (a) the number shown on the signature page hereto opposite the Investor’s
name is the Investor’s correct Social Security number and (b) the Investor is not subject to back-up withholding.


 


Covenants of the Company.
The Company agrees that:


 


Proceeds. The Company
intends to use the proceeds from the sale of the Shares as working capital to fund its ongoing operations.


 


Covenants of the Investor.
The Investor agrees that:


 


Transfer Restriction.
The Investor will not transfer or assign this Agreement or any of his, her or its interest herein. The Shares for which the Investor
hereby subscribes shall be assigned or transferred only in accordance with all applicable laws.


 


 


 


 






    	 	Subscription Agreement
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No Revocation. The Investor
may not cancel, terminate or revoke this Agreement, and this Agreement shall survive his or her death or disability and shall be
binding upon his, her or its successors, assigns, legal representatives, heirs, legatees and distributees.


 


Indemnification. The Investor
shall indemnify, hold harmless and defend the Company and its officers, directors, affiliates, agents, and attorneys with respect
to any and all loss, damage, expense, claim, action or liability any of them may incur as a result of the breach of any of the
agreements, representations and warranties set forth in this Agreement. If the Company or anyone acting on its behalf discovers
any breach of any such agreement, representations or warranties, the Company may, at its option, rescind the sale of any Shares
to the Investor.


 


Confidentiality. The Investor
acknowledges that he, she or it is subject to the Confidentiality Agreement, dated December 13, 2016, by and between the Company
and such Investor.


 


Governing Law; Successors.
This Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Delaware,
that the rights, powers and duties set forth herein shall be binding upon the Investor, his heirs, estate, legal representatives,
successors and assigns, and shall inure to the benefit of his, her or its successors and assigns.


 


THE INVESTOR HAS BEEN ADVISED, PRIOR TO
HIS PURCHASE OF THE SHARES, THAT NEITHER THE OFFERING OF THE SHARES NOR ANY OFFERING MATERIALS HAVE BEEN REVIEWED BY THE SEC OR
ANY ADMINISTRATOR UNDER ANY OTHER APPLICABLE STATE SECURITIES ACT (THE “ACTS”) AND THAT THE SECURITIES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OF THE ACTS AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER
THE SECURITIES ACTS OR THE ACTS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.


 


THE INVESTOR MUST RELY ON HIS OWN EXAMINATION
OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THE SECURITIES.
THE COMPANY’S OFFERING DOCUMENTS, OFFERING MATERIALS AND ANY STATEMENTS MADE TO INVESTORS, ALL WITH RESPECT TO THE BUSINESS
OF THE COMPANY, ITS MANAGEMENT OR ITS FINANCIAL CONDITION, HAVE NOT BEEN REVIEWED OR PASSED UPON BY ANY FEDERAL, STATE OR LOCAL
SECURITIES ADMINISTRATOR OR OTHER GOVERNMENTAL AGENCY.


 


The Investor has completed this Agreement
as of the date indicated below and understands that this subscription is subject to acceptance by the Company. The Company may
accept this Agreement and the subscription made hereby, in whole or in part, in its sole and absolute discretion. Acceptance of
this Agreement will be evidenced by execution thereof by an authorized officer of the Company. Deposit of a subscriber’s
check or wire transfer into the Company’s account does not constitute acceptance of the subscription.


 


The Investor hereby offers his subscription
to the Company in the amount indicated and has provided a check payable to Company in the full amount of the subscription (or has
wired such amount to the Company’s account in accordance with the wire instructions below).


 


 


 


 


 


 






    	 	Subscription Agreement
 Page 3	 



     

    

 


Mailing Address for Checks.


 


1321 King Street, Suite 1

Bellingham, WA 98229

(360) 685-4206

Attention: Glenn Sanford


 


 


 


 


 


 


 


[Signature page follows]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	Subscription Agreement
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INVESTOR SIGNATURE PAGE TO COMMON STOCK
SUBSCRIPTION AGREEMENT


 


 





	Date:	 	 	 
	 	 	 	 
	Price Per Share:	 	$3.25	 
	 	 	 	 
	Total Investment Amount:	 	 	 
	 	 	 	 
	Number of Shares to be Purchased	 	To be calculated based on the Price Per Share	 
	 	 	and Total Investment Amount.	 
	 	 	 	 
	 	 	 	 
	Investor information:	 	 	 
	 	 	 	 
	Name	 	 	 
	Title (if applicable)	 	 	 
	Mailing Address	 	 	 
	 	 	 	 
	 	 	 	 
	TIN/SSN	 	 	 
	Telephone number	 	 	 
	E-mail	 	 	 



 


 


______________________________________


Signature
of Investor


 


 


Print Name: ____________________________


 


Title (if applicable): ______________________


 


 


 


______________________________________


Signature of Spouse of
Investor, if applicable


 


 


ACCEPTED by EXP WORLD HOLDINGS, INC.


 


 


By: _______________________________


      Glenn
Sanford, Chief Executive Officer


 


Date: __________________________


 


 


 


 


 


eXp World Holdings, Inc. Subscription
Agreement Signature Page






    	 	 	 



     

    

 


 


INVESTOR QUESTIONNAIRE 


TO COMMON STOCK SUBSCRIPTION AGREEMENT


 


		I.	ACCREDITED INVESTOR STATUS



 


The undersigned (the “Investor”)
has represented to eXp World Holdings, Inc., a company organized under the laws of the State of Delaware (the “Company”),
that he, she or it is an “accredited investor” as that term is defined in the Securities Act of 1933, as amended. Please
indicate below the category or categories that so qualify you as an accredited investor. ALL INFORMATION IN RESPONSE TO THIS SECTION
WILL BE KEPT STRICTLY CONFIDENTIAL.


 


Investor agrees to furnish any additional
information the Company deems necessary in order to verify the information provided below:


 


	Category I	
        ☐
	
        The undersigned is a natural person whose
        individual net worth, or joint net worth with his spouse, presently exceeds $1,000,000.

         

        Explanation.In calculating net
        worth, you may include equity in personal property and real estate, 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.

         

        The value of your primary residence must
        be excluded. The related amount of indebtedness secured by the primary residence up to its fair market value may also be excluded.
        However, indebtedness secured by the residence in excess of the value of the home should be considered a liability and deducted
        from net worth.

         

	 	 
	Category II	☐	The undersigned is a  corporation, partnership, limited liability company, business trust or a non-profit organization within the meaning of Section 50l(c)(3) of the Internal Revenue Code of 1986, as amended, that was not formed for the specific purpose of acquiring the securities offered and that has total assets in excess of $5,000,000.

                                                 

	 	 
	Category III	☐	The undersigned is a natural person who reasonably expects an individual income in excess of $200,000 in the current year and had an individual income in excess of $200,000 in each of the last two years (including foreign income, tax exempt income and the full amount of capital gains and losses but excluding any income of the undersigned's spouse or other family members and any unrealized capital appreciation);

                                                 

	 	 
	 	 	Or

                                     

	 	☐	The undersigned is a natural person who, together with his spouse, reasonably expects joint income in excess of $300,000 for the current year and had joint income in excess of $300,000 in each of the last two years (including foreign income, tax exempt income and the full amount of realized capital gains and losses).

                                                 

	 
	Category IV	☐	The undersigned is a director or executive officer of the Company.

                                     




 


 


 


 


 


 






    	 	Investor Questionaire
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	Category V	☐	The undersigned is a bank, savings and loan association or credit union, insurance company, registered investment company, registered business development company, licensed small business investment company, or employee benefit plan within the meaning of Title 1 of ERISA whose plan fiduciary is either a bank, insurance company or registered investment advisor or whose total assets exceed $5,000,000.

                                     

	 	 	Describe entity:________________________________________________ ________________________

                                  

	Category VI	☐	The undersigned is a private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.

                                     

	Category VII	☐	The undersigned is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person (a person who either alone or with his purchaser representative(s) has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment). A copy of the declaration of trust or trust agreement and a representation as to the sophistication of the person directing purchases for the trust is enclosed.

                                     

	Category VIII	☐	The undersigned is a self-directed employee benefit plan for which all persons making investment decisions are “accredited investors” within one or more of the categories described above.

                                     

	Category IX	☐	The undersigned is an entity in which all of the equity owners are “accredited investors” within one or more of the categories described above. If relying upon this category alone, each equity owner must complete a separate copy of this agreement.

                                     

	 	 	Describe entity:________________________________________________ ________________________

                                  

	

                                    Category X
	☐	The undersigned does not come within any of the Categories I – IX set forth above.



 


 


 


 


 


 






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		II.	SIGNATURE



 


The above information is true and correct
and the undersigned recognizes that the Company and its counsel are relying on the truth and accuracy of such information in reliance
on the exemption contained in Section 4(a)(2) of the United States Securities Act of 1933, as amended, and Regulation D promulgated
thereunder. The undersigned agrees to notify the Company promptly of any changes in the foregoing information which may occur prior
to the investment.


 


IF THE UNDERSIGNED IS AN ENTITY:


 


 


______________________________________


(Name of Entity- Please Print)


 


By: ________________________________


 


Name: ________________________________


 


Title:_________________________________


 


 


IF THE UNDERSIGNED IS AN INDIVIDUAL:


 


 


______________________________________


By:


 


______________________________________


(Signature)


 


 


 


 


 


 


 


 


 


 






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