Exhibit 10.1


 


 





SECURITIES
PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of November 16, 2017 (the “Effective Date”) by and
among IWeb Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages
hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).


 


 RECITALS




 


WHEREAS, subject
to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section
5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulations S thereunder, the Company desires to issue and
sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, certain securities
of the Company as more fully described in this Agreement.


 


NOW, THEREFORE,
IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE I.

DEFINITIONS


 


1.1       Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in, and construed, under Rule 405 under the Securities Act.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


 


“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii)
the Company’s obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than
December 31, 2017.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“DWAC”
shall have the meaning ascribed to such term in Section 2.2(a)(ii).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 






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“Exchange
Rules” shall mean the listing rules of The OTCQB Marketplace.


 


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Per
Share Purchase Price” equals $0.50 per share of Common Stock, subject to adjustment for reverse and forward stock splits,
stock combinations and other similar transactions of the Common Stock that may occur after the date of this Agreement.


 


“Person”
means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(c).


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(f).


 


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


 


“Securities
Laws” means, collectively, the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”), the Securities
Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors
of “issuers” (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board,
the Exchange Rules and applicable state securities laws and regulations.


 


“Shares”
means an aggregate of 395,500 shares of Common Stock to be issued to the Purchasers pursuant to this Agreement (the “Shares”).


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock).


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below
such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds.


 


“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company
formed or acquired after the date hereof.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the OTCQB or NASDAQ (or any successors to any of the foregoing).


 






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“Transaction
Documents” means this Agreement, and any other documents or agreements executed between the Company and the Purchasers
in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means Action Stock Transfer, the current transfer agent of the Company, with a mailing address of 2469 E. Fort
Union Blvd., Suite 214, Salt Lake City, Utah 84121, and any successor transfer agent of the Company.


 


ARTICLE II.

PURCHASE AND SALE


 


2.1       Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,
agree to purchase, up to an aggregate of $197,750 of Shares. Upon receiving each Purchaser’s Subscription Amount on the Closing
Date and the delivery by the Company and each Purchaser of the other items set forth in Section 2.2 deliverable at the Closing,
the Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a).


 


2.2       Deliveries.


 


(a)       On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser each of the following:


 


(i)       this
Agreement duly executed by the Company;


 


(ii)       subject
to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent
to deliver on an expedited basis via paper Stock Certificate or The Depository Trust Company Deposit or Withdrawal at Custodian
system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase
Price, registered in the name of such Purchaser.


 


(b)       On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:


 


(i)       this
Agreement duly executed by such Purchaser; and


 


(ii)       such
Purchaser’s Subscription Amount by check, cash or wire transfer to the bank account directed by the Company.


 


2.3       Closing
Conditions.


 


(a)       The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)       the
accuracy when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as
of a specific date therein in which case they shall be accurate as of such date); 


 


(ii)       all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been
performed; and


 






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(iii)       the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement on or prior to the Closing Date.


 


(b)       The
respective obligations of each Purchaser hereunder in connection with the Closing are subject to the following conditions being
met:


 


(i)       the
accuracy when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of
a specific date therein in which case they will be accurate as of such date); 


 


(ii)       all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;



 


(iii)       the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement on or prior to the Closing Date; and


 


(iv)       there
shall have been no material adverse effect with respect to the Company since the date hereof.


 


ARTICLE III.

REPRESENTATIONS AND WARRANTIES


 


3.1       Representations
and Warranties of the Company. Except as indicated in the SEC Reports, the Company hereby represents and warrants to the Purchaser
as of the date of this Agreement and as of the Closing Date as follows:


 


(a)       Organization
and Qualification. The Company and each of the Subsidiaries, if any, is an entity duly incorporated or otherwise organized
and validly existing under the laws of each jurisdiction in which it owns or leases properties or conducts any business so as to
require such qualification, with the requisite power and authority to own and use its properties and assets and to carry on its
business as currently conducted.


 


(b)       Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith
or therewith other than in connection with the Required Approvals (as defined below).


 


(c)       Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any Governmental Authority or any court or other federal, state, local or other governmental
authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents
or the offer, issue and sale of the Shares, other than: (i) the disclosure filings required for this Agreement, (ii) such filings
as are required to be made under applicable state securities laws, and (iii) such consents, waivers and authorizations that shall
be obtained prior to the Closing (collectively, the “Required Approvals”).


 






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(d)       Authorization
of the Shares; Registration. The Shares to be sold by the Company and their issue and sale are duly authorized and, when issued
and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and free and
clear of all Liens imposed by the Company.


 


(e)       Capitalization.
Except as may be described in the SEC Reports, all of the issued share capital of the Company has been duly and validly authorized
and issued, is fully paid and non-assessable.


 


(f)       SEC
Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company
under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding
the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing
materials, any such documents voluntarily filed by the Company with the Commission, including the exhibits thereto, documents incorporated
by reference therein, being collectively referred to herein as the “SEC Reports”).


 


(g)       Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares, will not
be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


3.2       Representations
and Warranties of Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows (unless as made of a specific date stated therein, in which case
they shall be accurate as of such date):


 


(a)       Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and
performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary
corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction
Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with
the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance
with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


(b)       Understandings
or Arrangements. Such Purchaser is acquiring the Shares for its own account and has no direct or indirect arrangement or understandings
with any other persons to distribute or regarding the distribution of the Shares (this representation and warranty not limiting
such Purchaser’s right to sell the Shares in compliance with applicable federal and state securities laws). Such Purchaser
is acquiring the Shares as principal, not as nominee or agent, and not with a view to or for distributing or reselling the Shares
or any part thereof in violation of the Securities Act or any applicable state securities law.


 






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(c)       Foreign
Investors. Such Purchaser hereby represents that it has satisfied itself as to the full
observance by such Purchaser of the laws of its jurisdiction applicable to such Purchaser
in connection with the purchase of the Shares or the execution and delivery by such Purchaser of this Agreement and the
Transaction Documents, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any
foreign exchange restrictions applicable to the purchase, (iii) any governmental or other consents that may need to be obtained,
and (iv) the income tax and other tax consequences, if any, that may be relevant to such Purchaser’s
purchase, holding, redemption, sale, or transfer of the Shares. Such Purchaser’s subscription
and payment for, and continued beneficial ownership of, the Shares will not violate any securities or other laws of such Purchaser’s
jurisdiction applicable to such Purchaser.


 


(d)       Experience
of Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment
in the Shares and, at the present time, is able to afford a complete loss of such investment.


 


(e)       Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents and the SEC
Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from,
representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing
in the Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties,
management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional
information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed
investment decision with respect to the investment.  


 


(f)       Regulation
S. Such Purchaser is a non-U.S. person (as such term is defined in Rule 902 of Regulation S under the Securities Act) and is
not acquiring the Shares for the account or benefit of a U.S. person. Such Purchaser will not, within six (6) months of the date
of the transfer of the Shares to such Purchaser, (i) make any offers or sales of the Shares in the United States or to, or for
the benefit of, a U.S. person (in each case, as defined in Regulation S) other than in accordance with Regulation S or another
exemption from the registration requirements of the Securities Act, or (ii) engage in hedging transactions with regard to the Shares
unless in compliance with the Securities Act. Neither such Purchaser nor any of such Purchaser’s Affiliates or any person
acting on his/her or their behalf has engaged or will engage in directed selling efforts (within the meaning of Regulation S) with
respect to the Shares, and all such persons have complied and will comply with the offering restriction requirements of Regulation
S in connection with the offering of the Shares outside of the United States. Neither the Purchaser nor any person acting on its
behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of,
conditioning the market in the United States, its territories or possessions, for any of the Purchaser’s Shares. Such Purchaser
agrees not to cause any advertisement of such Purchaser’s Shares to be published in any newspaper or periodical or posted
in any public place and not to issue any circular relating to such Purchaser’s Shares, except such advertisements that include
the statements required by Regulation S, and only offshore and not in the U.S. or its territories, and only in compliance with
any local applicable securities laws. Further, any such sale of the Purchaser’s Shares in any jurisdiction outside of the
United States will be made in compliance with the securities laws of such jurisdiction. Such Purchaser will not offer to sell or
sell such Purchaser’s Shares in any jurisdiction unless such Purchaser obtains all required consents, if any


 






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(g)       Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not,
nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any
purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that
such Purchaser first discussed the transaction with the Company or any other Person representing the Company setting forth the
material terms of the transactions contemplated hereunder and ending on the Closing of the transaction contemplated by this Agreement.
Such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including
the existence and terms of this transaction).


 


(h)       No
Registration. Such Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act
or applicable securities laws of any state or country and therefore the Shares cannot be sold, pledged, assigned or otherwise disposed
of unless they are subsequently registered under the Securities Act and applicable state securities laws or exemptions from such
registration requirements are available. The Company shall be under no obligation to register the Shares under the Securities Act
and applicable state securities laws, and any such registration shall be in the Company’s sole discretion.


 


(i)       No
General Solicitation. Such Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other
communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio
or presented at any seminar or any other general solicitation or general advertisement.


 


(j)       Brokers
or Finders.  Such Purchaser has not engaged any brokers, finders or agents, and the Company has not, nor will, incur,
directly or indirectly, as a result of any action taken by such Purchaser, any liability for brokerage or finders’ fees or
agents’ commissions or any similar charges in connection with this Agreement.


  


ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES


 


4.1       Reservation
of Securities. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available
at all times, free of preemptive rights, a sufficient number of shares of Common Stock for issuance pursuant to the Transaction
Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents.


 


4.2       Certain
Transactions and Confidentiality. Each Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant
to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities
during the period commencing with the execution of this Agreement and ending at the Closing of the transaction contemplated by
this Agreement.  Each Purchaser also covenants that until such time as the transactions
contemplated by this Agreement are publicly disclosed by the Company, such Purchaser will maintain the confidentiality of the existence
and terms of this transaction.


 


4.3       Legends.
The Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Shares
other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in
connection with a pledge as contemplated in this Section 4.3, the Company may require the transferor thereof to provide to the
Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which
opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such
transferred Shares under the Securities Act. The Purchasers agree to the imprinting, so long as is required by this Section 4.3,
of a legend on all of the certificates evidencing the Shares in the following form:


 






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THIS SECURITY
HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.


 


THESE SECURITIES ARE BEING
OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE
SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES
ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR
PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
THE SECURITIES ACT.


 


Each Purchaser agrees
that it will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus
delivery requirements, or an exemption therefrom, and that if Shares are sold pursuant to a registration statement, they will be
sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend
from certificates representing Shares as set forth in this Section 4.3 is predicated upon the Company’s reliance upon this
understanding.







 


ARTICLE V.

MISCELLANEOUS


 


5.1       Termination. 
This Agreement may be terminated by the Company or with regards to a Purchaser by written notice to the other party if the Closing
has not been consummated on or before December 31, 2017; provided, however, that no such termination will affect
the right of any party to sue for any breach by any other party (or parties).


 


5.2       Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement.


 


5.3       Entire
Agreement. The Transaction Documents, together with the exhibits and the Prospectus, contain the entire understanding of the
parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written,
with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 






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5.4       Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via facsimile or email at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date
of transmission, if such notice or communication is delivered via facsimile or email on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent
by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required
to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.


 


5.5       Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and Purchasers that purchased at least 50.1% in interest of the Shares based on the
initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived provision
is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group
of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver
of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver
in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall
any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed
amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative
to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected
Purchaser, Any amendment effected in accordance with accordance with this Section 5.5 shall be binding upon each Purchaser and
the Company.


 


5.6       Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


5.7       Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. No party hereto may assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Company and the Purchasers that purchased at least 50.1% in interest of the Shares based on the initial Subscription Amounts
hereunder.


 


5.8       No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in this Section 5.8.


 


5.9       Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles
of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense
of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the Clark County, Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in Clark County, Nevada, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the
Transaction Documents), 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 improper or is an inconvenient
venue for such proceeding. 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 via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for 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 other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce
any provisions of the Transaction Documents, the prevailing party in such action, suit or proceeding shall be reimbursed by the
other party for its reasonable attorneys’ fees and other costs and expenses incurred with such action or proceeding.


 






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5.10       Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Shares. The terms of this
Article V shall survive the termination of the Agreement pursuant to Section 5.1.


 


5.11       Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature 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 facsimile or “.pdf”
signature page were an original thereof.


 


5.12       Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


5.13       Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchasers
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents
and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy
at law would be adequate.


 


5.14Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


5.15       Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock combinations and other similar transactions of the Common Stock that occur after the date of this
Agreement. The English version of this Agreement, regardless of whether a translation in any other language is or will be made,
shall be the only authentic version.


 






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5.16       WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE
PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 


 


(Signature Pages Follow)


 


 




    	 	11	 



     


    

 


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


 


 


COMPANY


 


IWEB INC.


 


Address for Notice:


121/34,
RS Tower, 8th Floor


Ratchadaphisek Road, Din Daeng Sub-district, din Daeng


District, Bangkok, Thailand


TEL: +662-248-2436


Email:______________________


 





	By:	 	 
		Name:	Ratanaphon Wongnapachant	 
	 	Title:	Chief Executive Officer and Chairman  	 







  


 



 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGES FOR PURCHASERS FOLLOW]


 




    	 	12	 



     


    

 


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


 





	Name of Purchaser:	 







 





	Subscription Amount: $	 



 


	Number of Shares:	 



 


	Signature of Purchaser:	 



 


	Email Address of Purchaser:	 



 


	Facsimile Number of Purchaser:	 



 


	Address for Notice to Purchaser:	 
	 
	 



 


 


 


	Address for delivery of stock certificate to Purchaser:	 
	 
	 



 


 


 


DWAC Account Information: N/A  




 


	Country of Citizenship of Purchaser:	 



 


	Country of Residency of Purchaser:	 



 


	Identification Number of Purchaser:	 







   


 


 


 


[SIGNATURE PAGES CONTINUE]


 




 






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