Exhibit 10.1


 


PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT


 


THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(the “Agreement”) is made on _________________, 2021, between (i) Epsium Enterprise Limited (the "Company"), a
British Virgin Islands company, and (ii) each purchaser identified on the signature pages to this Agreement (each a “Purchaser”
and collectively, the “Purchasers”).


 


Purchase of Ordinary
Shares


 


	1.	Subscription



 


1.1           The
undersigned Purchasers hereby subscribe for and agree to purchase from the Company for cash (the “Subscription Proceeds”),
on the basis of the representations and warranties and subject to the terms and conditions set forth herein, ordinary shares of the Company,
as defined and set with such par value in Company’s Memorandum and Articles of Association (the “Ordinary Shares”)
and in an amount for subscription shares as set out on each Purchaser’s signature page hereto (the “Subscription Shares”,
and each such subscription agreement to purchase being a “Subscription”) at a purchase price of US$0.02 per Ordinary Share
(the “Offering”).


 


1.2           Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company. The Purchasers acknowledge
that there is no minimum required to close any subscription under the offering.


 


	2.	Payment



 


2.1           Each Purchaser acknowledges and agrees that its commitment to purchase Ordinary Shares of the Company hereunder is and shall be
irrevocable upon delivery of the Subscription Proceeds to the Company. The Subscription Proceeds shall be paid by wire transfer to the
following bank account.


 


	Title of the Account:	 
	Account
    #:	 
	Beneficiary
    Bank:	 
	Swift
    Code:	 
	Bank
    Address:	 


 


	3.	Deliveries at or Prior to Closing



 


3.1           Prior to acceptance of this Subscription Agreement by the Company, each Purchaser must complete, sign and return to the Company,
or Company’s counsel Ortoli Rosenstadt LLP, an executed copy of this Subscription Agreement and Registration Rights Agreement with
completed and executed investor questionnaire, form of which is attached hereto as Exhibit A (the “Investor Questionnaire”)
and wire transfer the Subscription Proceeds as described in Section 2.1, above.


 


3.2            Each Purchaser shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires,
notices and undertakings as may be required by regulatory authorities or by applicable law.


 


3.3            The
Company shall deliver to each Purchaser the following:


 


		(a)	at the Closing (as defined below), a counterpart
                                            of this Subscription Agreement and Registration Rights Agreement, duly executed by an authorized
                                            signatory of the Company;



 


		(b)	within 10 business days of the Closing
                                            (as defined below), a certificate or evidence of electronic book entry representing the Ordinary
                                            Shares in the amount set forth on the signature page hereto.



 


 


 






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	4.	Closing



 


4.1           Completion
of the sale of the Ordinary Shares contemplated in this Subscription Agreement (any such completion, a "Closing")
shall occur on such a date to be mutually agreed upon by the Company and the Purchaser.


 


4.2            The Company may, at its discretion, elect to close the Offering in one or more closings, in which event the Company may agree
with one or more of the Purchasers (including the Purchaser hereunder) to complete delivery of the Ordinary Shares to such Purchaser(s)
against payment therefore at any time on or prior to the furthest most date set by Section 4.1.


 


	5.	Conditions to Closing



 


5.1            Upon acceptance of this Subscription Agreement, the obligations of the Company to Close on the Closing Date are subject to the
following conditions:


 


		(a)	that all of the representations and warranties
                                            of the Purchaser made in this Subscription Agreement and Registration Rights Agreement are
                                            accurate in all material respects when made and on the Closing Date;



 


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



 


		(c)	that the Company shall have received the
                                            Subscription Proceeds.



 


5.2            The
obligations of the Purchaser hereunder to Close on the Closing Date are subject to the following conditions:


 


		(a)	that all of the representations and warranties
                                            of the Company made in this Subscription Agreement and Registration Rights Agreement are
                                            accurate in all material respects when made and on the Closing Date; and



 


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



 


	6.	Representations, Warranties, Acknowledgements and Covenants of the Purchaser



 


6.1             Each Purchaser severally and not jointly hereby acknowledges and agrees as of the date hereof and as of the Closing Date that:


 


		(a)	none of the Ordinary Shares have been
                                            registered under the Securities Act of 1933, as amended, or under any state securities or
                                            "blue sky" laws of any state of the United States or any other jurisdiction;



 


		(b)	the decision to execute this Subscription
                                            Agreement and acquire the Ordinary Shares hereunder has not been based upon any oral or written
                                            representation (other than representations set out in this Agreement) as to fact or otherwise
                                            made by or on behalf of the Company;



 


		(c)	there are risks associated with an investment
                                            in the Company and the Ordinary Shares, including, but not limited to, (i) the risk
                                            of intense competition in the PRC domestic market and (ii) the risk of severe financial
                                            hardship or bankruptcy of one or more of our major clients;



 


 


 






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		(d)	each purchaser has received all the information
                                            it considers necessary or appropriate for purposes of deciding whether to purchase the Ordinary
                                            Shares. Each Purchaser further represents that it has had an opportunity to ask questions
                                            and receive answers from the Company regarding the terms and conditions of the Ordinary Shares
                                            and regarding the business, properties, prospects and financial condition of the Company,
                                            and to obtain additional information (to the extent the Company possessed such information
                                            or could acquire it without unreasonable effort or expense) necessary to verify the accuracy
                                            of any information furnished to it or to which it had access;



 


		(e)	it has been advised to consult its own
                                            legal, tax and other advisors with respect to the merits and risks of an investment in the
                                            Ordinary Shares and with respect to applicable resale restrictions;



 


		(f)	it understands that the Company is making
                                            no representations and warranties regarding tax consequences for its investment in the Ordinary
                                            Shares, the US Foreign Corrupt Practices Act or the securities law of the home or residential
                                            jurisdiction of any Purchaser.



 


6.2            Each
Purchaser severally and not jointly hereby represents and warrants to, and covenants with, the Company (which representations, warranties
and covenants shall survive the Closing) as of the date hereof and as of the Closing Date that:


 


		(a)	it has the legal capacity and competence
                                            to enter into and execute this Subscription Agreement and to take all actions required hereby
                                            and, if the Purchaser is a corporation, it is duly incorporated and validly existing under
                                            the laws of its jurisdiction of incorporation and all necessary approvals by its directors,
                                            shareholders and others have been obtained to authorize execution and performance of this
                                            Subscription Agreement on its behalf;



 


		(b)	the entering into of this Subscription
                                            Agreement and the transactions contemplated hereby do not result in the violation of any
                                            of the terms and provisions of any law or regulation applicable to the Purchaser or of any
                                            agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser
                                            is or may be bound;



 


		(c)	the Purchaser has duly executed and delivered
                                            this Subscription Agreement and it constitutes a valid and binding agreement of the Purchaser
                                            enforceable against the Purchaser in accordance with its terms;



 


		(d)	All information furnished in the Investor
                                            Questionnaire completed is true and correct in all respects.



 


		(e)	the Purchaser is not a “U.S. Person”
                                            as defined in Rule 902 under the 1933 Act and is resident in the jurisdiction set out under
                                            the heading "Name and Address of Purchaser" on the signature page of this Subscription
                                            Agreement;



 


		(f)	At the time Purchaser executed and delivered
                                            this Agreement, Purchaser was outside the United States and is outside of the United States
                                            as of the date of the execution and delivery of this Agreement;



 


		(g)	Purchaser is acquiring the Ordinary Shares
                                            for its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged
                                            with a purchaser in the United States;



 


		(h)	Purchaser represents and warrants and
                                            hereby agrees that all offers and sales of any of the Ordinary Shares prior to the expiration
                                            of a period commencing on the Closing Date and ending twelve months thereafter, unless adjusted
                                            as hereinafter provided (the "Restricted Period"), shall only be made in compliance
                                            with the safe harbor contained in Regulation S, pursuant to registration of the Ordinary
                                            Shares under the 1933 Act or pursuant to an exemption from registration, and all offers and
                                            sales after the Restricted Period shall be made only pursuant to such a registration or to
                                            such exemption from registration;



 


		(i)	the Purchaser (i) has such knowledge and
                                            experience in business matters as to be capable of evaluating the merits and risks of its
                                            prospective investment in the Ordinary Shares; and (ii) has the ability to bear the economic
                                            risks of its prospective investment and can afford the complete loss of such investment;



 


 


 






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		(j)	the Purchaser is not aware of any advertisement
                                            of any of the Ordinary Shares and is not acquiring any of the Ordinary Shares as a result
                                            of any form of general solicitation or general advertising including advertisements, articles,
                                            notices or other communications published in any newspaper, magazine or similar media or
                                            broadcast over radio or television, or any seminar or meeting whose attendees have been invited
                                            by general solicitation or general advertising;



 


		(k)	no person has made any written or oral
                                            representations to the Purchaser:



 


		(i)	that any person will resell or repurchase
                                            any of the Ordinary Shares;



 


		(ii)	that any person will refund the purchase
                                            price of any of the Ordinary Shares; or



 


		(iii)	as to the future price or value of any
                                            of the Ordinary Shares; and



 


		(l)	the Purchaser will indemnify and hold
                                            harmless the Company and, where applicable, its directors, officers, employees, agents, advisors
                                            and shareholders, from and against any and all loss, liability, claim, damage and expense
                                            whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever
                                            reasonably incurred in investigating, preparing or defending against any claim, lawsuit,
                                            administrative proceeding or investigation whether commenced or threatened) arising out of
                                            or based upon any representation or warranty of the Purchaser contained herein or in any
                                            document furnished by the Purchaser to the Company in connection herewith being untrue in
                                            any material respect or any breach or failure by the Purchaser to comply with any covenant
                                            or agreement made by the Purchaser to the Company in connection therewith.



 


6.3           Between
the date of this Agreement and the Closing, the Purchaser shall notify the Company if any of the above representations and
warranties ceases to be true.


 


6.4           Each
Purchaser, severally but not jointly, acknowledges that the representations and warranties contained herein are made by it with the intention
that they may be relied upon by the Company and its legal counsel in determining such Purchaser's eligibility to purchase the Ordinary
Shares for which it is subscribing under applicable securities legislation. Each Purchaser further agrees that by accepting delivery
of the certificates representing the Ordinary Shares on the Closing Date, it will be representing and warranting that the representations
and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by
the Purchaser at the Closing Date and that they will survive the purchase by the Purchaser of Ordinary Shares and will continue in full
force and effect notwithstanding any subsequent disposition by the Purchaser of such Ordinary Shares.


 


	7.	Representations and Warranties of the Company



 


7.1           The
Company acknowledges and agrees that each Purchaser is entitled to rely upon the representations and warranties of the Company, contained
in this Agreement and further acknowledges that each Purchaser will be relying upon such representations and warranties in purchasing
the Ordinary Shares. The Company represents and warrants as follows:


 


		(a)	The Company is duly incorporated, validly
                                            existing and in good standing under the laws of the British Virgin Islands.



 


		(b)	The Company has the requisite power and
                                            authority to own and use its properties and assets and to carry on its business as currently
                                            conducted.



 


		(c)	The Company is not in violation or default
                                            of any of the provisions of its articles of association. The Company is duly qualified to
                                            conduct its business and is in good standing as a foreign corporation or other entity in
                                            each jurisdiction in which the nature of the business conducted or property owned by it makes
                                            such qualification necessary, except where the failure to be so qualified or in good standing,
                                            as the case may be, could not reasonably be expected to result in (i) a material adverse
                                            effect on the legality, validity or enforceability of this Subscription Agreement, (ii) a
                                            material adverse effect on the results of operations, assets, business or financial condition
                                            of the Company, taken as a whole, or (iii) a material adverse effect on the Company’s
                                            ability to perform in any material respect on a timely basis its obligations under this Subscription
                                            Agreement (any of (i), (ii) or (iii) being hereafter referred to as a “Material
                                            Adverse Effect”), and no proceeding has been instituted in any such jurisdiction
                                            revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority
                                            or qualification.



 


 


 






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		(d)	The Company has the requisite corporate
                                            power and authority to enter into and to consummate the transactions contemplated by this
                                            Subscription Agreement and to carry out its obligations hereunder. The execution and delivery
                                            of this Subscription Agreement by the Company and the consummation by it of the transactions
                                            contemplated hereby have been duly authorized by all necessary action on the part of the
                                            Company and no further corporate authorization is required by the Company in connection therewith.



 


		(e)	Upon delivery, this Subscription Agreement
                                            will have been duly executed by the Company and will constitute the valid and binding obligation
                                            of the Company enforceable against the Company in accordance with its terms except (i) as
                                            limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
                                            general application affecting enforcement of creditors’ rights generally and (ii) as
                                            limited by laws relating to the availability of specific performance, injunctive relief or
                                            other equitable remedies.



 


		(f)	The execution and delivery of this Subscription
                                            Agreement and the performance by the Company of the obligations imposed on it in this Subscription
                                            Agreement, including the issuance and sale of the Ordinary Shares, do not and will not (i)
                                            conflict with or violate any provision of the Company’s articles of association, bylaws
                                            or other organizational or charter documents, or (ii) conflict with, or constitute a default
                                            (or an event that 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 (with or
                                            without notice, lapse of time or both) of, any material agreement, credit facility, debt
                                            or other instrument (evidencing a Company debt or otherwise) or other agreement to which
                                            the Company is a party or by which any material property or material asset of the Company,
                                            or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment,
                                            injunction, decree or other restriction of any court or governmental authority to which the
                                            Company is subject, or by which any material property or material asset of the Company is
                                            bound, except, in each case, as could not reasonably be expected to result in a Material
                                            Adverse Effect.



 


		(g)	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 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 this Subscription Agreement.



 


		(h)	The Ordinary Shares are duly authorized
                                            and, when issued and paid for in accordance with this Subscription Agreement, will be validly
                                            issued as fully paid and non-assessable, free and clear of all liens and encumbrances other
                                            than restrictions provided for in this Subscription Agreement, the Company's memorandum and
                                            articles of association and applicable law.



 


		(i)	The issue and sale of the Ordinary Shares
                                            will not obligate the Company to issue Ordinary Shares or other securities to any person
                                            (other than the Purchasers and their designees) and will not result in a right of any holder
                                            of the Company’s securities to adjust the exercise, conversion, exchange or reset price
                                            under such securities.



 


	8.	Legending of Subject Securities.



 


8.1             The Purchaser hereby
acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws
and regulations, any certificates representing the Ordinary Shares may bear a restrictive legend pursuant to applicable laws and may
include language substantially similar to the below:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE
LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW WHICH, IN
THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.”


 


 


 






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	9.	Costs



 


9.1            The Purchaser acknowledges and agrees that all costs and expenses incurred by the Purchaser (including any fees and disbursements
of any special counsel retained by the Purchaser) relating to the purchase of the Ordinary Shares shall be borne by the Purchaser.


 


	10.	Governing Law



 


10.1         This
Subscription Agreement is governed by the laws of the State of New York and the federal laws of the United States applicable therein.
The Purchaser, in its personal or corporate capacity and irrevocably attorns to the jurisdiction of the state and federal courts located
in New York County, New York. Each party agrees that the state and federal courts located in New York County, New York shall be the exclusive
jurisdiction for settling all disputes hereunder.


 


	11.	Independent Nature of Purchaser’s Obligations and Rights



 


11.1         The
obligations of each Purchaser under this Subscription Agreement are several and not joint with the obligations of any other Purchaser,
and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser. Nothing contained herein,
and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by this Subscription Agreement. Each Purchaser shall be entitled to
independently protect and enforce its rights, including without limitation, the rights arising out of this Subscription Agreement, and
it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser
has been represented by its own separate legal counsel in their review and negotiation of this Subscription Agreement or it has knowingly
waived its right to do so and has proceeded without benefit of counsel.


 


	12.	Survival



 


12.1         This
Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Ordinary
Shares by the Purchaser pursuant hereto.


 


	13.	Assignment



 


13.1         This
Subscription Agreement is not transferable or assignable.


 


	14.	Severability



 


14.1          If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to
agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Agreement.


 


	15.	Entire Agreement



 


15.1         Except
as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided
for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Ordinary Shares
and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common
law, by the Company or by anyone else.


 


	16.	Notices



 


16.1         All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given at the date received
if mailed or transmitted by any standard form of telecommunication (including email, but not including facsimile). Notices to the Purchaser
shall be directed to the address on the signature page of this Subscription Agreement and notices to the Company shall be directed to
it at


 


 


 






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Epsium Enterprise
Limited


c/o Companhia de
Comérico Luz Limitada


Rua Dos Currais SN
Edif. Industrial Cidade Nova 5L


Macau, SAR China


Attn:


Email:


 


Macau, SAR ChinaWith
a copy to (failure to provide such copy shall mean that no notice has been given hereunder): 


 


Ortoli Rosenstadt
LLP


366 Madison Avenue,
3rd Floor


New York, New York
10017


USA


Attn: William
S. Rosenstadt


                Yarona
L. Yieh


Email: wsr@orllp.legal


           yly@ortolirosenstadt.com


 


	17.	Counterparts and Electronic Means



 


17.1          This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall
constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement
by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to
be execution and delivery of this Subscription Agreement as of the date hereinafter set forth.


 


	18.	Amendment and Waiver



 


18.1         No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by
the Company and each Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. 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 either party to exercise any right hereunder in any manner impair the exercise of any such right.


 


[SIGNATURE PAGES TO FOLLOW]


 


 


 


 


 


 


 


 


 






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IN WITNESS WHEREOF the Purchaser has duly
executed this Subscription Agreement as of the date of acceptance by the Company.


 


	__________________________________	_______________________________
	(Amount of Subscription in USD)	(Name of Purchaser – Please type or print)
	 	 
	__________________________________	_______________________________
	(Number of Ordinary Shares Subscribed)	(Signature and, if applicable, Office)
	 	 
	 	_________________________________
	 	(Address of Purchaser)
	 	 
	 	_________________________________
	       	(City, State/Province, 
	 	Postal Code of Purchaser)
	 	 
	 	_________________________________
	 	(Country of Purchaser)


 


 


 


 


 


 


 


 


 


 






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A C C E P T A N C E


 


The above-mentioned Subscription Agreement in
respect of the Ordinary Shares is hereby accepted by Epsium Enterprise Limited.


DATED the day of 2021.


 


 


EPSIUM ENTERPRISE LIMITED















By: ____________________________

Name:


Title: Chief Executive Officer


 


 


 


 


 


 


 






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Exhibit A


 


Investor Questionnaire


 


 


 


 


 


 


 


 


 


 


 


 






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