Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


THIS SECURITIES
PURCHASE AGREEMENT (this “Agreement”), dated as of October 16, 2020, is between ZK INTERNATIONAL GROUP
CO., LTD (正康国际集团有限公司),
a company incorporated under the laws of the British Virgin Islands, with headquarters located at No. 678 Dingxiang Road, Binhai
Industrial Park, Economic & Technology Development Zone, Wenzhou, Zhejiang Province, China 325025 (the “Company”),
and the investor as set forth on the signature page (each a “Buyer”).


 


WITNESSETH


 


WHEREAS, the
Company and each Buyer desire to enter into this transaction for the Company to sell and the Buyer to purchase the Convertible
Debentures (as defined below) pursuant to a registration statement on Form F-3 (File Number: 333-230860) (together with all the
amendments and supplements, the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the
 “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) on April 15, 2019
and declared effective on April 29, 2019;


 


WHEREAS, the
parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer(s),
as provided herein, and the Buyer(s) shall purchase convertible debentures in the form attached hereto as “Exhibit A”
(the “Convertible Debentures”), which shall be convertible into the Company’s ordinary shares, with no
par value (the “Ordinary Shares”) (as converted, the “Conversion Shares”), for a total purchase
price of up to $1,400,000 in principal (the “Purchase Price”) in the respective amounts set forth on each Buyer’s
signature page hereof (the “Subscription Amount”);


 


WHEREAS, contemporaneously
with the execution and delivery of this Agreement, the Company is delivering Irrevocable Transfer Agent Instructions (the “Irrevocable
Transfer Agent Instructions”) to its transfer agent; and


 


WHEREAS, the
Convertible Debentures and the Conversion Shares are collectively referred to herein as the “Securities.”


 


AGREEMENT


 


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:


 


		1.	PURCHASE AND SALE OF CONVERTIBLE DEBENTURES.



 


(a)           
Purchase of Convertible Debentures. Subject to the satisfaction (or waiver) of the conditions set forth in Sections
5 and 6 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from
the Company at the Closing (as defined below) Convertible Debentures in amounts corresponding with the Subscription Amount set
forth on each Buyer’s the signature page hereof.





 






     


     


    

 


(b)          
Closing Dates. The date and time of the closing of the purchase of Convertible Debentures by the Buyer(s) (the “Closing”)
shall be 10:00 a.m., New York time, within two (2) Business Days on which the conditions to the Closing set forth in Sections 5
and 6 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer) (the “Closing
Date”). As used herein “Business Day” means any day other than a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law to remain closed.


 


(c)            Form of Payment; Deliveries. Subject to the satisfaction of the terms and conditions of this Agreement, on the
Closing Date, (i) the Buyer shall deliver to the Company such aggregate proceeds for the Convertible Debentures to be issued and
sold to such Buyer at such Closing, minus the fees to be paid directly from the proceeds of such Closing as set forth in a closing
statement, and (ii) the Company shall issue and deliver to each Buyer, Convertible Debentures which such Buyer is purchasing
at such Closing in amounts on such Buyer’s signature page hereof, duly executed on behalf of the Company.


 


	2.	BUYER’S REPRESENTATIONS AND WARRANTIES.



 


Each Buyer, severally
and not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of the Closing
Date:


 


(a)           
Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions
contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations
hereunder and thereunder.


 


(b)          
Authorization, Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf
of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance
with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable
creditors' rights and remedies.


 


(c)           
No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such
Buyer of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer,
(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which such Buyer is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws) applicable to such Buyer, except, in the case of clauses (ii) and (iii) above, for such conflicts,
defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse
effect on the ability of such Buyer to perform its obligations hereunder. 


 






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(d)           
Certain Trading Activities. The Buyer has not directly or indirectly, nor has any Person acting on behalf of or pursuant
to any understanding with the Buyer, engaged in any transactions in the securities of the Company (including, without limitation,
any Short Sales (as defined below) involving the Company's securities) during the period commencing as of the time that the Buyer
first contacted the Company or the Company's agents regarding the specific investment in the Company contemplated by this Agreement
and ending immediately prior to the execution of this Agreement by such Buyer. The Buyer hereby agrees that it shall not directly
or indirectly, engage in any Short Sales involving the Company’s securities during the period commencing on the date hereof
and ending when no Convertible Debentures remain outstanding. "Short Sales" means all "short sales" as defined
in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “1934 Act”)
(as defined below). The Buyer is aware that Short Sales and other hedging activities may be subject to applicable federal and state
securities laws, rules and regulations and the Buyer acknowledges that the responsibility of compliance with any such federal or
state securities laws, rules and regulations is solely the responsibility of the Buyer.


 


	3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



 


Except as set forth
under the corresponding section of the Disclosure Schedules which Disclosure Schedules shall be deemed a part hereof and to qualify
any representation or warranty otherwise made herein to the extent of such disclosure, the Company hereby makes the representations
and warranties set forth below to The Buyer:


 


(a)           
Organization and Qualification. The Company and each of its Subsidiaries is an entity duly formed, validly existing
and in good standing under the laws of the jurisdiction in which it is incorporated or formed, and has the requisite power and
authority to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted.
The Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every
jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material
Adverse Effect (as defined below). As used in this Agreement, “Material Adverse Effect” means any material adverse
effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise)
or prospects of the Company and its Subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the
other Transaction Documents or any other agreements or instruments to be entered into by the Company in connection herewith or
therewith or (iii) the authority or ability of the Company to perform any of its obligations under any of the Transaction Documents.
 “Subsidiaries” means any Person in which the Company, directly or indirectly, owns a majority of the outstanding
capital stock having voting power or holds a majority of the equity or similar interest of such Person, and each of the foregoing,
is individually referred to herein as a “Subsidiary”.





 






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(b)            Authorization;
Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under
this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof.
The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Debentures,
the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Debentures), have
been duly authorized by the Company's board of directors and no further filing, consent or authorization is required by the Company,
its board of directors or its shareholders or other governmental body. This Agreement has been, and the other Transaction Documents
to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes
the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms,
except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and
remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction
Documents” means, collectively, this Agreement, the Convertible Debentures, the Irrevocable Transfer Agent Instructions,
and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the
transactions contemplated hereby and thereby, as may be amended from time to time.


 


(c)            Issuance of Securities. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance
with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from
all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances,
security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of
the Closing Date, the Company shall have reserved from its duly authorized maximum number of Ordinary Shares not less than 100%
of the maximum number of Ordinary Shares issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that
(x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y)
any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein,
including the Floor Price). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares, when
issued, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights or Liens with respect
to the issue thereof, with the holders being entitled to all rights accorded to a holder of Ordinary Shares.


 


(d)            No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Debentures,
the Conversion Shares, and the reservation for issuance of the Conversion Shares) will not (i) result in a violation of the articles
of incorporation, bylaws, certificate of incorporation or formation, memorandum of association, articles of association, bylaws
or other organizational documents of the Company or any of its Subsidiaries, or any shares, capital stock or other securities
of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of
its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including,
without limitation, U.S. federal and state securities laws and regulations, the securities laws of the jurisdictions of the Company's
incorporation or in which it or its subsidiaries operate and the rules and regulations of the Nasdaq (the “Principal
Market”) and including all applicable laws, rules and regulations of the British
Virgin Islands) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of
its Subsidiaries is bound or affected, except in the case of (ii) and (iii) for any conflict, default, right or violation that
would not reasonably be expected to result in a Material Adverse Effect. 


 






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(e)           
Consents. The Company is not required to obtain any material consent from, authorization or order of, or make any
filing or registration with (other than any filings as may be required by any federal or state securities agencies and any filings
as may be required by the Principal Market), any Governmental Entity (as defined below) or any regulatory or self-regulatory agency
or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction
Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations
which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be obtained or effected
on or prior to the Closing Date, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which
might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings
contemplated by the Transaction Documents. The Company is not in violation of the requirements of the Principal Market and has
no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Ordinary Shares in the
foreseeable future. The Company has notified the Principal Market of the issuance of all of the Securities hereunder, which does
not require obtaining the approval of the shareholders of the Company or any other Person or Governmental Entity, and the Principal
Market has completed its review of the related Listing of Additional Share form. “Governmental Entity” means
any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local,
municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental
agency, branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or
body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority
or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a
government or a public international organization or any of the foregoing.


 


(f)            
Equity Capitalization.


 


(i)           Authorized
and Outstanding Ordinary Shares. As of the date hereof, the authorized maximum number of Ordinary Shares of the Company consists
of (A) 50,000,000 ordinary shares of a single class with no par value each, of which, 16,558,037 are issued and outstanding. 


 


(ii)          Valid
Issuance; Available Shares. All of such outstanding shares are duly authorized and have been validly issued and are fully
paid and non-assessable.


 


(g)            Registration
Statement and Prospectus. The Registration Statement is a “shelf registration statement” as defined
under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof;
and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) under the Securities Act has been received by Seller. No order suspending the effectiveness of the
Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the
Securities Act against Seller or related to the offering of the Shares has been initiated or threatened by the Commission; as
of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement
and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and
will not contain any 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 not misleading; and as of the date of the Prospectus and any amendment or supplement thereto
and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
 “Prospectus” means the prospectus in the form first used (or made available upon request of Buyer pursuant to Rule
173 under the Securities Act) in connection with the sale of the Convertible Debentures and Conversion Shares.


 


(h)            Incorporated Documents. The documents incorporated by reference in the Registration Statement and the
Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act,
and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents
so filed and incorporated by reference in the Registration Statement and the Prospectus, when such documents are filed with the
Commission, will conform in all material respects to the requirements of the Exchange Act and will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


(i)             Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement
shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities
Act shall be pending before or threatened by the Commission; the Prospectus shall have been timely filed with the Commission under
the Securities Act and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall
have been complied with to the reasonable satisfaction of the Representatives.




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	4.	COVENANTS.



 


(a)         
Reporting Status. For the period beginning on the date hereof, and ending 6 months after the date on which all the
Convertible Debentures are no longer outstanding (the “Reporting Period”), the Company shall use its best efforts
to file on a timely basis all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate
its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder
would no longer require or otherwise permit such termination.


 


(b)          Use
of Proceeds. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated
herein to repay any loans to any executives or employees of the Company.


 


(c)          Listing.
To the extent applicable, the Company shall promptly secure the listing or designation for quotation (as the case may be) of all
of the Underlying Securities (as defined below) upon each national securities exchange and automated quotation system, if any,
upon which the Ordinary Shares are then listed or designated for quotation (as the case may be, each an “Eligible Market”),
subject to official notice of issuance, and shall use reasonable efforts to maintain such listing or designation for quotation
(as the case may be) of all Underlying Securities from time to time issuable under the terms of the Transaction Documents on such
Eligible Market for the Reporting Period. Neither the Company nor any of its Subsidiaries shall take any action which could be
reasonably expected to result in the delisting or suspension of the Ordinary Shares on an Eligible Market during the Reporting
Period. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(c). “Underlying
Securities” means the (i) the Conversion Shares, and (ii) any Ordinary Shares of the Company issued or issuable with
respect to the Conversion Shares, including, without limitation, (1) as a result of any share split or sub-division, share dividend,
recapitalization, exchange or similar event or otherwise and (2) shares of the Company into which the Ordinary Shares are converted
or exchanged without regard to any limitations on conversion of the Convertible Debentures.


 


(d) 


 


(e)          Reservation
of Shares. So long as any of the Convertible Debentures remain outstanding, the Company shall take all action necessary
to at all times have authorized, and reserved for the purpose of issuance, no less than the lesser of (a) 19.99% of
16,558,037 and (b) 100% of the maximum number of Ordinary Shares issuable upon conversion of all the Convertible Debentures
then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price
then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible
Debentures, including the Floor Price) (the “Required Reserve Amount”); provided that at no time
shall the number of Ordinary Shares reserved pursuant to this Section 4(e) be reduced other than proportionally in connection
with any conversion and/or redemption, or reverse share split or sub-division. If at any time the number of Ordinary Shares
authorized and reserved for issuance is not sufficient to meet the Required Reserved Amount, the Company will promptly take
all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation and to
the extent required by applicable law and/or under its memorandum and articles of association, calling a meeting of
shareholders to authorize additional shares to meet the Company's obligations pursuant to the Transaction Documents, in the
case of an insufficient number of authorized shares, recommending that shareholders vote in favor of an increase in such
authorized number of shares sufficient to meet the Required Reserved Amount.


 






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(f)         
Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any
law, ordinance or regulation of any Governmental Entity, except where such violations would not reasonably be expected to result,
either individually or in the aggregate, in a Material Adverse Effect.


 


	5.	CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.



 


The obligation of
the Company hereunder to issue and sell the Convertible Debentures to each Buyer at the Closing is subject to the satisfaction,
at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit
and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:


 


(a)          Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.


 


(b)          Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price for the Convertible Debentures being
purchased by such Buyer at the Closing by wire transfer of immediately available funds.


 


(c)         
The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when
made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as
of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied
or complied with by such Buyer at or prior to such Closing Date.


 


	6.	CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE.



 


The obligation of each Buyer hereunder
to purchase its Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of
the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any
time in its sole discretion by providing the Company with prior written notice thereof:


 


(a)          The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party
and the Company shall have duly executed and delivered to such Buyer such aggregate principal amount of Convertible Debentures
as set forth thereof.


 









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(b)          The Ordinary Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall
not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market.


 


(c)          The
Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to
the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.


 


	7.	TERMINATION.



 


In the
event that the Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such Buyer
shall have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close
of business on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate
this Agreement under this Section 7 shall not be available to such Buyer if the failure of the transactions contemplated by this
Agreement to have been consummated by such date is the result of such Buyer's breach of this Agreement and (ii) the abandonment
of the sale and purchase of the Convertible Debentures shall be applicable only to such Buyer providing such written notice, provided
further that no such termination shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the
expenses described herein. Nothing contained in this Section 7 shall be deemed to release any party from any liability for any
breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of
any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.


 


	8.	MISCELLANEOUS.



 


(a)          Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that
would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan,
for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or
with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall
be deemed or operate to preclude any Buyer from bringing suit or taking other legal action against the Company in any other
jurisdiction to collect on the Company's obligations to such Buyer or to enforce a judgment or other court ruling in favor of
such Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.


 






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(b)          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.


 


(c)          Headings;
Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine,
feminine, neuter, singular and plural forms thereof. The terms "including," "includes," "include"
and words of like import shall be construed broadly as if followed by the words "without limitation." The terms "herein,"
 "hereunder," "hereof" and words of like import refer to this entire Agreement instead of just the provision
in which they are found.


 


(d)          Entire
Agreement, Amendments. This Agreement supersedes all other prior oral or written agreements between the Buyer, the Company,
their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments
referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and,
except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant
or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument
in writing signed by the party to be charged with enforcement.


 


(e)          Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing by letter and email and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered
personally or (ii) one (1) Business Day after deposit with an overnight courier service with next-day international delivery specified,
in each case, properly addressed to the party to receive the same and (B) receipt, when sent by electronic mail. The addresses
and e-mail addresses for such communications shall be:


 






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	If to the Company, to:	ZK INTERNATIONAL GROUP CO., LTD (正康国际集团有限公司)
	 	
        No. 678 Dingxiang Road, Binhai Industrial Park

        Economic & Technology Development Zone

        Wenzhou, Zhejiang Province

        People’s Republic of China 325025

        Telephone: +86-577-86852999

        Email: zjzk@cn-zk.cn

	 	 
	With Copy to:	
        Mengyi “Jason” Ye

        Ortoli Rosenstadt

        366 Madison Avenue, 3rd Floor

        New York, NY 10017

        Telephone:  212-588-0022

        E-Mail:  jye@orllp.legal

	 	 
	If to a Buyer, to its address and e-mail address as set forth on the signature page hereof.



 

or to such other address,
e-mail 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, (B) electronically generated by the sender's e-mail service provider containing
the time, date, recipient e-mail address or (C) provided by an overnight courier service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above,
respectively


 


(f)           Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns, including any purchasers of any of the Convertible Debentures (but excluding any purchasers of Underlying
Securities, unless pursuant to a written assignment by such Buyer). The Company shall not assign this Agreement or any rights or
obligations hereunder without the prior written consent of the Buyer. In connection with any transfer of any or all of its Securities,
a Buyer may assign all, or a portion, of its rights and obligations hereunder in connection with such Securities without the consent
of the Company, in which event such assignee shall be deemed to be a Buyer hereunder with respect to such transferred Securities.


 


(g)          No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


 


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IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed
as of the date first written above.


 


 


	 	
        COMPANY:

	 	 
	 	
        ZK INTERNATIONAL GROUP CO., LTD

        (正康国际集团有限公司)

	 	 
	 	By:	                                  
	 	Name: Jiancong Huang
	 	Title:   Chief Executive Officer and Chairman of the Board


 






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IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed
as of the date first written above.


 


	
         
	 	 
	(Amount of Subscription in USD)	 	(Name of Buyer – Please type or print)
	
         

         
	 	 
	 	 	(Signature and, if applicable, Office)
	
         

         
	 	 
	 	 	(Address of Buyer)
	
         

         
	 	 
	
         
	 	(City, State/Province, Zip code/Postal Code of Buyer)
	
         

         
	 	 
	 	 	(Country of Buyer)
	
         

         
	 	 
	 	 	(Email Address of Buyer)





 






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EXHIBIT A


 


FORM OF CONVERTIBLE DEBENTURES




 






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