Exhibit 10.1


 





KENLOC, INC.


 


SUBSCRIPTION AGREEMENT


 


 


1.             Subscription for Shares. The undersigned, intending to be legally bound, hereby irrevocably applies to purchase from
Kenloc, Inc. (the “Company”) the number of Common Stock (the “Shares”) indicated on the signature page
of this Subscription Agreement, such Shares being described in the confidential Private Placement Memorandum dated February 19,
2018, relating to the Shares (which confidential Private Placement Memorandum, including all amendments thereof and supplements,
appendices, and exhibits thereto and all documents, brochures, and material enclosed in the booklet containing the confidential
Private Placement Memorandum, is herein referred to as the “Memorandum”). This subscription is submitted to the Company
in accordance with and subject to the terms and conditions described in this Subscription Agreement and the Memorandum. THE SIGNATURE
OF THE UNDERSIGNED ON THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT AND THE SIGNATURE OF THE UNDERSIGNED ON THE SIGNATURE PAGE
OF THE COMPANY’S ARTICLES OF INCORPORATION (THE “BYLAWS”) CONSTITUTE THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT.


 


2.             Consideration and Method of Payment.


 


(a)            
The undersigned agrees to pay cash consideration or cancellation of indebtedness (“Cash Consideration”) to purchase
the number of Shares subscribed for hereunder in the amount set forth on the signature page, which represents the payment in full
for all Shares subscribed hereunder for cash


 


Cash Consideration and Stock consideration are collectively
referred to herein as “Consideration.”


 


3.             Acceptance of Subscription.


 


(a)           The undersigned understands and agrees that the Company, in its sole discretion, reserves the right to accept or reject
this and any other subscription for Shares in whole or in part at any time prior to the sale of such Shares, notwithstanding prior
receipt by the undersigned of notice of acceptance.


 


(b)           In the event that this subscription is rejected in whole or in part, or if the sale of Shares is not consummated for any
reason by the Termination Date (in which event this subscription shall be deemed to be rejected), the Company shall promptly cause
the return of the applicable portion of the Consideration of the Shares to the undersigned, and this Subscription Agreement shall
thereafter have no force or effect to that extent.


 


4.             Representations and Warranties.  The undersigned hereby acknowledges, represents, warrants to, and agrees with, the
Company as follows:


 


(a)           The undersigned understands that the offering and sale of the Shares is intended to be exempt from registration under the
Securities Act of 1933, as amended (the “Securities Act”), and, in accordance therewith and in furtherance thereof,
the undersigned represents and warrants to and agrees with the Company as follows:


 


(i)            The undersigned has received the Memorandum and has had the opportunity
to show to and discuss with, the undersigned’s attorney, accountant, and financial advisor, all such information;


 


(ii)           The undersigned understands that all other documents, records, and books pertaining to this investment have been made available
for inspection by the undersigned, the undersigned’s attorney, the undersigned’s accountant, and the undersigned’s
financial advisor;


 


(iii)         The undersigned and/or the undersigned’s advisor(s) have had a reasonable opportunity to ask questions of and receive
information and answers from a person or persons acting on behalf of the Company concerning the offering of the Shares and, as
the undersigned may deem necessary, to verify the information contained in the Memorandum and all such questions have been answered
and all such information has been provided to the full satisfaction of the undersigned;


 


 


 






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(iv)          No oral or written representations have been made or oral or written information furnished to the undersigned or the undersigned’s
advisor(s) in connection with the offering of the Shares which were in any way inconsistent with or in addition to the information
stated in the Memorandum;


 


(v)           The undersigned is not subscribing for Shares as a result of or subsequent to any advertisement, article, notice, or other
communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any
seminar or meeting, or any solicitation of a subscription by a person not previously known to the undersigned in connection with
investments in securities generally;


 


(vi)          If the undersigned is a natural person, the undersigned has reached the age of majority in the state in which the undersigned
resides, has adequate means of providing for the undersigned's current needs and personal contingencies, is able to bear the substantial
economic risks of an investment in the Shares for an indefinite period of time, has no need for liquidity in such investment, and
could afford a complete loss of such investment;


 


(vii)         The undersigned has such knowledge and experience in financial, tax, and business matters so as to enable the undersigned
to utilize the information made available to the undersigned in connection with the offering of the Shares in order to evaluate
the merits and risks of an investment in the Shares and to make an informed investment decision with respect thereto and, therefore,
the undersigned is not relying upon the advice of a purchaser representative in making a final investment decision to purchase
the Shares;


 


(viii)        The undersigned is not relying on the Company or any of its directors, officers, employees, or agents, with respect to the
tax and other economic considerations of the undersigned relating to this investment. In regard to such considerations, the undersigned
has relied on the advice of, or has consulted with, only the undersigned’s own professional advisors who are unaffiliated
with and who are not directly or indirectly compensated by the Company;


 


(ix)          The undersigned is acquiring the Shares solely for the undersigned’s own account as principal, for investment purposes
only and not with a view to the resale or distribution thereof, in whole or in part, and no other person has a direct or indirect
beneficial interest in such Shares;


 


(x)           The undersigned will not sell or otherwise transfer the Shares without registration under the Securities Act or an exemption
therefrom, and fully understands and agrees that the undersigned must bear the economic risk of the undersigned’s purchase
for an indefinite period of time because, among other reasons, the Shares have not been registered under the Securities Act or
under the securities laws of certain states; and that the Company is not under any obligation to register the Shares on the undersigned’s
behalf or to assist the undersigned in complying with any exemption from registration;


 


(b)           The undersigned recognizes that an investment in the Shares involves a high degree of risk, including those set forth under
the caption “Risk Factors” in the Memorandum.


 


(c)           If the undersigned is a corporation, partnership, trust, or other entity, it is authorized and qualified to subscribe to
the Shares, and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity
to do so.


 


(d)           If the undersigned is purchasing the Shares subscribed for hereby in a representative or fiduciary capacity, the representations
and warranties contained herein (and in any other written statement or document delivered to the Company in connection herewith
or in connection with the Prior Offering) shall be deemed to have been made on behalf of the person or persons for whom such Shares
are being purchased.


 


(e)           All information which the undersigned has heretofore furnished and furnishes herewith to the Company, including, without
limitation, the certification as to the undersigned’s status as an “accredited investor” within the meaning of
Rule 501 under the Securities Act and applicable state securities laws, in the form attached hereto as a Schedule A or otherwise,
and any other information with respect to the undersigned’s financial position and business experience is correct and complete
as of the date of this Subscription Agreement, and if there should be any material change in such information prior to the Company's
acceptance or rejection of the Subscription, the undersigned will immediately furnish such revised or corrected information to
the Company.


 


 


 






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(f)            The foregoing representations, warranties, and agreements, together with all other representations and warranties made or
given by the undersigned to the Company in any other written statement or document delivered in connection with the transactions
contemplated hereby, shall be true and correct in all respects on and as of the date of the Company's acceptance of this Subscription
as if made on and as of such date and shall survive such date.


 


5.             Irrevocability; Binding Effect. The investor hereby acknowledges and agrees that the subscription hereunder is irrevocable,
that the investor is not entitled to cancel, terminate, or revoke this Subscription Agreement or any agreements of the investor
thereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of the investor
and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal
representatives, and assigns. If the investor is more than one person, the obligations of the investor hereunder shall be joint
and several and the agreements, representations, warranties, and acknowledgments herein contained shall be deemed to be made by
and be binding upon each such person and the investor’s heirs, executors, administrators, successors, legal representatives,
and assigns.


 


6.             Modification. Neither this Subscription 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 such waiver, modification, discharge, or
termination is sought.


 


7.             Notices. Any notice, demand, or other communication which any party hereto may be required, or may elect, to give
to any other party hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a United States mail box, stamped
registered or certified mail, return receipt requested, addressed to such address as may be listed on the books of the Company,
or (b) delivered personally at such address.


 


8.             Counterparts. This Subscription Agreement may be executed through the use of separate signature pages or in any number
of counterparts, and each such counterpart shall, for all purposes, constitute one agreement binding on all parties, notwithstanding
that all parties are not signatories to the same counterpart.


 


9.             Entire Agreement. This Subscription Agreement contains the entire agreement of the parties with respect to the subject
matter hereof and there are no representations, covenants, or other agreements except as stated or referred to herein.


 


10.           Severability. Each provision of this Subscription Agreement is intended to be severable from every other provision,
and the invalidity or illegality of any portion hereof shall not affect the validity or legality of the remainder hereof.


 


11.           Assignability. This Subscription Agreement is not transferrable or assignable by the investor.


 


12.           Applicable Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada as applied to residents of that State executing contracts wholly to be performed in that State.


 


13.            Choice
of Jurisdiction. Each of the parties hereby irrevocably and unconditionally consents to submit to the exclusive
jurisdiction of the state and federal courts in the state of Nevada, or in the event (but only in the event) that such
court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the
District of Nevada, for any proceeding arising out of or relating to this Agreement and the Transactions (and agrees not to
commence any proceeding relating thereto except in such courts), and further agrees that service of any process, summons,
notice, or document by U.S. registered mail to its respective address set forth in this Agreement shall be effective service
of process for any proceeding brought against it in any such court. Each of the parties hereby irrevocably
and unconditionally waives any objection to the laying of venue of any proceeding arising out of this Agreement or
the Transactions in the state of Nevada, or in the event (but only in the event) that such court does not have subject
matter jurisdiction over such action or proceeding, the United States District Court for the District of Nevada, and hereby
further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such proceeding
brought in any such court has been brought in an inconvenient forum. Each of the parties agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law.


 


14.           Tax Matters. Under penalties of perjury, I certify that (i) the number shown on this form is my correct taxpayer
identification number, and (ii) that I am not subject to backup withholding because (A) I have not been notified that I am subject
to backup withholding as a result of a failure to report all interest or dividends or (B) the Internal Revenue Service has notified
me that I am no longer subject to backup withholding. Under penalties of perjury, I certify that I am not a non-resident alien
individual, a foreign partnership, a foreign corporation, or a foreign estate or trust, that would be a foreign person within the
meaning of Section 1441, 1446 and 7701 of the Internal Revenue Code of 1986, as amended, and that I will notify the Company before
a change in my foreign status.


 


 


 






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15.           Bylaws. The undersigned hereby agrees to be bound by the terms and provisions of the Bylaws of Kenloc, Inc., dated
as of February 2, 2018, in the capacity of a Shareholder of the Company, and the signature of the undersigned below shall be deemed
for all purposes as the signature of the undersigned on the said Bylaws as a Shareholder.


 


16.           Power
of Attorney. The undersigned hereby irrevocably makes, constitutes, and appoints [_____], with full power of substitution,
as the undersigned’s true and lawful attorney-in-fact, for the undersigned and in the undersigned’s name, place and
stead, with power and authority to act in its name and on its behalf to make, execute, deliver, acknowledge, swear to, file and/or
record all documents the Manager may deem necessary or desirable to effect any and all amendments to the Articles of Organization
for the Company and any other documents or instruments that the Manager may consider necessary or desirable to carry out fully
the purposes of the Company as set forth in the provisions of the Bylaws. The power of attorney hereby granted shall be deemed
to be coupled with an interest; shall be irrevocable, and shall survive the death, incapacity, insolvency, or dissolution of the
undersigned or any assignment by the undersigned of any or all of the undersigned’s Shares; and may be exercised by the
Manager (i) acting for the undersigned individually by the signature of one of the officers of the Manager acting on the Manager’s
behalf, or (ii) by listing all of the subscribers for Shares executing any instrument and having one of the Manager’s officers
sign such instrument on the Manager’s behalf in the Manager’s capacity as attorney-in-fact for such subscribers, or
(iii) by any other method authorized by law.


 


17.           Subscription Information (to be completed by subscriber):


 


Number of Shares Subscribed for: ___________________


 


Consideration (No. of Shares x $1.50): $ ____________________


 


When you return this Subscription Agreement, please include
a check in payment of the full amount of the Cash Consideration made payable to “Kenloc, Inc.”


 


Individuals


 


Registration for the investment (how the
investment should be titled):


 


______________________________________________________________________________


 


	1.	Name of Investor 1: _______________________________________________________




 


and if this is a joint
investment


 


Name of Investor 2:
_______________________________________________________


 


Are you a U.S. citizen, national or resident
alien? (check one box for each Investor)


 





	 	Investor 1	Investor 2	 
	 	[   ]	[   ]	Yes
	 	[   ]	[   ]	No. If no, state citizenship or country of residency:____________________________







 


	2.	Investor 1 Social Security Number: ____________________________________________




 


Investor 2 Social Security
Number: ____________________________________________


 


	3.	Address information:




 


	 	a.	Principal Residence Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


 


 


 






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	 	b.	Mail distribution checks to (check one box only):




 


	 	[  ]	Principal residence address; shown above
	 	[  ]	Other address (such
as bank):
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


 


	4. 	Telephone number: (       ) __________________________________________________




 


Corporation, Partnership, or Limited
Liability Company


 


Registration for the investment (how the
investment should be titled):


 


_____________________________________________________________________________


 


 


	1.	Entity name: ____________________________________________________________




 


	2.	Entity taxpayer ID number: _________________________________________________




 


	3.	Address information:




 





	 	a.	Address of principal office::
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


	 	b.	Mail distribution checks to (check one box only):




 


	 	[  ]	Principal office, address shown above
	 	[  ]	Other address (such
as bank):
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 



 


	4.	Name & Title of Signing Officer: ____________________________________________




 


 


 






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	5.	Telephone number: ( ) ___________________________________________________




 


	6.	Date and Place of Organization: ____________________________________________




 


Trusts


 


Registration for the investment (how the
investment should be titled):


 


 



 


 


	1.	Trust name: ______________________________________________________________




 


	2.	Is the Trust a Revocable Trust, for which income and resulting taxes are reported on the Grantor’s individual tax
return? [  ] Yes [  ] No (If “yes”, please answer Item 3 on this page.)




 


Is the Trust an Irrevocable
Trust, for which income and resulting taxes are reported on a Trust tax return?[  ] Yes[  ] No(If “yes”,
please answer Item 4 on the next page.)


 


	3.	If a Revocable Trust, please provide:




 


Name of Grantor 1:
_______________________________________________________


 


and if more than one
Grantor


 


Name of Grantor 2:
_______________________________________________________


 


Grantor 1 Social Security
Number: ____________________________________________


 


Grantor 2 Social Security
Number: ____________________________________________


 


Name(s) of Trustee(s):
_____________________________________________________


 


______________________________________________________________________


 


Date and Place of Organization:
______________________________________________


 


Address information:


 








	 	a.	Address of principal office:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


 


 






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	 	b.	Mail distribution checks to (check one box only):




 


	 	[  ]	Principal office, address shown above
	 	[  ]	Other address (such
as bank):
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


Telephone number: (     
) __________________________________________________


 


	4.	If an Irrevocable Trust, please provide:




 


Name of Grantor 1:
_______________________________________________________


 


and if more than one
Grantor


 


Name of Grantor 2:
_______________________________________________________


 


Grantor 1 Social Security
Number: ____________________________________________


 


Grantor 2 Social Security
Number: ____________________________________________


 


Name(s) of Trustee(s): _____________________________________________________


 


______________________________________________________________________


 


Date and Place of Organization:
______________________________________________


 


Address information:


 











	 	a.	Principal Office Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


	 	b.	Mail distribution checks to (check one box only):




 


	 	[  ]	Principal office, address shown above
	 	[  ]	Other address (such
as bank):
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


 


 






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Telephone number: (   
) __________________________________________________


 


Name of Person Making
Investment Decisions for the Trust, if different from the Grantor(s)


 


________________________________________________________________________


 


Address and Telephone
Number of Person Making Investment Decisions:


 


________________________________________________________________________


 


________________________________________________________________________


 


 


Telephone number(      ) __________________________________________


 


 


 


[Signatures appear on next page.]


 


 


 


 


 






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Signatures


 


Individual Investors 


 


AGREED AND ENTERED
INTO this ______ day of _______________________, ___________.


 


	 	Investor 1	
        Investor 2

	
        Print or Type

        Name(s):
        	 	 
	


        Signature(s):

     	 	
        


 


 


All Other Entities


 


I hereby represent
and warrant as an authorized officer, partner, shareholder, or fiduciary on behalf of the entity tendering this Agreement to the
Company that the statements made by me in this Agreement are true, complete and correct, and to the best of my knowledge there
is no additional information concerning the entity that would make any statement in this Agreement materially misleading or that
could adversely affect the answer to any question contained herein. This Agreement is signed by me for and on behalf of the entity
tendering this Agreement in my capacity as its duly elected or appointed officer, partner, shareholder, or fiduciary, as its act
and deed, and said entity has taken all action required by law and its charter or organizing documents to approve this Agreement
and the investment contemplated hereby.


 


Person Executing on Behalf of Entity


 





	Print or type name of Entity:
	 	 
	 	 	 
	Signature of person executing on behalf
of Entity:	 	 
	 	 	 
	Print or type name of person and
title:	 	 
	 	 	 
	Date:	 	___________________, ____



 





 


 


1.     
FOR USE OF THE COMPANY


 


 


 


Number of Shares Accepted: ___________________          Amount
$ ___________________________


 


Acceptance Date: ___________________________,
__________________.


 


 


 


 


 


 


 






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Schedule A


 


ACCREDITED INVESTOR VERIFICATION FORM


 


I certify that I am an "accredited
investor" because:


 


1.       _______
I had an individual income of more than $200,000 in each of the two most recent calendar years, and I reasonably expect to have
an individual income in excess of $200,000 in the current calendar year; or my spouse and I had joint income in excess of $300,000
in each of the two most recent calendar years, and we reasonably expect to have a joint income in excess of $300,000 in the current
calendar year.


 


OR


 


 2.       _______ I have an individual net worth, or my spouse and I have a joint net worth, in excess of $1,000,000.




 


 


 


 


Signed: _______________________________


 


Name: ________________________________


 


Date:
_________________________________


 


 


 


 


 






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