Exhibit
10.1


 


SUBSCRIPTION
AGREEMENT


 


This
SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this ___ day of ____, 2017, by and between OriginClear,
Inc., a Nevada corporation (the “Company”), and the undersigned set forth on the signature page hereto (the
“Subscriber”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Subscriber, together with other subscribers (collectively, the “Subscribers”) will be purchasing from the
Company (the “Offering”), severally and not jointly up to a maximum of 20,000,000 Units (“Maximum
Offering”) at a purchase price of $0.10 per Unit, or $0.08 per Unit if subscribed on or before September 18, 2017, to
be issued by the Company, in one or more Closings, on each Closing Date as set forth herein, with each Unit (the “Units”)
consisting of (i) one (1) share (the “Shares”) of common stock, $0.0001 par value (the “Common Stock”),
(ii) one (1) Class A Warrant (the “Class A Warrant”) to purchase one share of Common Stock at an exercise price
of $0.08 per share for those subscribers who subscribed on or before July 28, 2017, and $0.10 thereafter, expiring June 1, 2018,
a form of which is attached hereto as Exhibit A, (iii) one (1) Class B Warrant (the “Class B Warrant”)
to purchase one share of Common Stock at an exercise price of $0.15 per share, expiring December 1, 2018, a form of which is attached
hereto as Exhibit B, and (iv) one (1) Class C Warrant (the “Class C Warrant”) to purchase
one share of Common Stock at an exercise price of $0.20 per share, expiring June 1, 2019, a form of which is attached hereto as
Exhibit C. The Units, Shares, Class A Warrants, Class B Warrants and Class C Warrants are collectively referred
to as the “Securities”; and


 


WHEREAS,
the offer of the Units and, if this Agreement is accepted by the Company, the sale of Units, is being made in reliance upon Section
4(a)(2) and Rule 506(c) of Regulation D of the Securities Act.


 


NOW,
THEREFORE, for and in consideration of the promises and the mutual covenants hereinafter set forth, and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


1.     Subscription
Procedure.


 


(a)       Subject
to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company
such number of Units as is set forth upon the signature page hereof at an aggregate purchase price as set forth on the Signature
Page (the “Subscription Funds”). A minimum of $10,000 of Units must be purchased by the Purchaser, unless a
lower amount is agreed to by the Company, in its sole discretion.


 


(b)       The
subscription period will begin as of June 21, 2017, and will terminate (if the Closing Date has not earlier occurred) at 5:00
PM Pacific Standard Time on September 21, 2017 (the “Offering Period”), which may be extended until October
21, 2017 at the sole discretion of the Company (the “Termination Date”). The Units will be offered for a maximum
of $2,000,000 as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, and any supplements
thereto (the “Private Placement Memorandum”) (subject to the Company’s right to increase the Offering
amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges
receipt of the Private Placement Memorandum. The consummation of the Offering is subject to the satisfaction of a number of conditions
to be further described in the Private Placement Memorandum, one or more of which conditions may not occur.


 






    


     

    

 


(c)       The
certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants bearing the name of the Subscriber will be
delivered by the Company no later than ten (10) business days following the Closing Date. The Subscriber hereby authorizes and
directs the Company to deliver the Securities to be issued to such Subscriber pursuant to this Agreement to the residential or
business address indicated next to each Subscriber’s signature.


 


(d)       The
Subscriber shall submit to VerifyInvestor.com, a 3rd-party verification service, all documents and information necessary for VerifyInvestor.com
to affirm Subscriber’s accreditation status.


 


(e)       The
Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds
to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part hereof.


 


(f)       Upon
receipt of the Subscription Funds and acceptance of this Subscription by the Company, the Company shall take up the Subscription
Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue to the Subscriber
such number of Units represented by the amount of the accepted Subscription Funds.


 


(g)      The
Subscriber acknowledges that the subscription for Units hereunder may be rejected in whole or in part by the Company in its sole
discretion and for any reason, notwithstanding prior receipt by the Subscriber of notice of acceptance of such subscription. The
Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this
Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber
will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement
is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this
Agreement will continue in full force and effect to the extent this Agreement was accepted.


 


2.     Representations
and Covenants of the Subscriber. The Subscriber hereby represents and warrants to the Company as follows:


 


(a)       The
Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) the Company will need additional capital
to operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative
and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units;
(iii) an investor may not be able to liquidate his or her investment; (iv) transferability of the Securities is extremely limited;
(v) an investor could sustain the loss of his or her entire investment; and (vi) the Company is and will be subject to numerous
other risks and uncertainties, including without limitation, significant and material risks relating to the Company’s business,
and the industries, markets and geographic regions in which the Company will compete, as well as risks associated with the Offering
contained in the Private Placement Memorandum.


 


(b)       The
Subscriber acknowledges that he or she has prior investment experience, including without limitation, investments in non-listed
and non-registered securities, or he or she has employed the services of an investment advisor, attorney and/or accountant to
read all of the documents furnished or made available by the Company to him or her and to all other prospective investors in the
Units and to evaluate the merits and risks of such an investment on his or her behalf, and that he or she recognizes the highly
speculative nature of this investment.


 






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(c)       The
Subscriber acknowledges that (i) there are significant restrictions on the transferability of the Securities, and no assurance
can be given when, if ever, such registration of the Shares or the Common Stock issuable upon exercise of the Class A Warrants,
Class B Warrants and the Class C Warrants will be filed or declared effective by the U.S. Securities and Exchange Commission (the
“SEC”), and accordingly, it may not be possible for the Subscriber to liquidate the Subscriber’s investment
in the Company as currently no public market exists; (ii) no federal or state agency has made any findings as to the fairness
of the terms of the Offering; (iii) any projections or predictions that may have been made available to the Subscriber are based
on estimates, assumptions and forecasts which may prove to be incorrect; (iv) and no assurance is given that actual results will
correspond with the results contemplated by the various projections.


 


(d)       The
Subscriber acknowledges receipt and careful review of the Private Placement Memorandum, this Agreement, and the attachments hereto
and thereto (collectively, the “Offering Documents”), and hereby represents that (i) he or she has been furnished
or given access by the Company during the course of this Offering with or to all information regarding the Company and its financial
condition and results of operations which he or she had requested or desired to know; (ii) that all documents which could be reasonably
provided have been made available for his or her inspection and review; (iii) that he or she has been afforded the opportunity
to ask questions of and receive answers from duly authorized representatives of the concerning the terms and conditions of the
Offering; and (iv) any additional information which he or she had requested.


 


(e)       The
Subscriber acknowledges that this Offering of Units may involve tax consequences, and that the contents of the Offering Documents
do not contain tax advice or information. The Subscriber acknowledges that he or she must retain his or her own professional advisors
to evaluate the tax and other consequences of an investment in the Units.


 


(f)       The
Subscriber represents that the Units are being purchased for his or her own account, for investment and not for distribution or
resale to others. The Subscriber agrees that he or she will not sell or otherwise transfer any of the securities comprising the
Units unless they are registered under the Act or unless an exemption from such registration is available and, upon the Company’s
request, the Company receives an opinion of counsel reasonably satisfactory to the Company confirming that an exemption from such
registration is available for such sale or transfer.


 


(g)       The
Subscriber understands that the Company will review this Agreement and the results from a third party verification service and
the Company reserves the unrestricted right to reject or limit any subscription and to close the Offering at any time.


 


(h)       The
Subscriber hereby represents that the address of the Subscriber furnished by him or her at the end of this Agreement is the Subscriber’s
principal residence if he or she is an individual or its principal business address if it is a corporation or other entity.


 


(i)        The
Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or warranties have been made
to the Subscriber by the Company or its agents, employees or affiliates and in entering into this transaction, the Subscriber
is not relying on any information, other than that contained in the Offering Documents and the results of independent investigation
by the Subscriber.


 


(j)       The
Subscriber, in making the decision to purchase the Units subscribed for, has relied upon independent investigations made by it
and its purchaser representatives, if any, and the Subscriber and such representatives, if any, have prior to any sale to it been
given access and the opportunity to examine all material contracts and documents relating to this Offering and an opportunity
to ask questions of, and to receive answers from, the Company or any person acting on its behalf concerning the terms and conditions
of this Offering. The Subscriber and its advisors, if any, have been furnished with access to all materials relating to the business,
finances and operation of the Company and materials relating to the offer and sale of the Units that have been requested. The
Subscriber and its advisors, if any, have received complete and satisfactory answers to any such inquiries.


 






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(k)      The
Subscriber agrees that he or she will purchase Units in the Offering only if his or her intent at such time is to make such purchase
for investment purposes and not with a view toward resale.


 


(l)       If
the Subscriber is a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity further
represents and warrants that: (i) it was not formed for the purpose of investing in the Company; (ii) it is authorized and otherwise
duly qualified to purchase and hold the Units; and (iii) that this Agreement has been duly and validly authorized, executed and
delivered and constitutes the legal, binding and enforceable obligation of the Subscriber.


 


(m)     If
the Subscriber is not a United States person, such Subscriber hereby represents that it has satisfied itself as to the full observance
of the laws of his or her jurisdiction in connection with any invitation to subscribe for the Units or any use of this Agreement,
including (i) the legal requirements within her or her jurisdiction for the purchase of the Units; (ii) any foreign exchange restrictions
applicable to such 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 the purchase, holding, redemption, sale or transfer of the Units. Such
Subscriber’s subscription and payment for, and his or her continued beneficial ownership of the Units, will not violate
any applicable securities laws or other laws of the Subscriber’s jurisdiction.


 


(n)     The
Subscriber understands and acknowledges that (i) the Units are being offered and sold to Subscriber without registration under
the Act in a private placement that is exempt from the registration provisions of the Act under Section 4(a)(2) of the Act and
(ii) the availability of such exemption depends in part on, and that the Company will rely upon the accuracy and truthfulness
of, the foregoing representations, and such Subscriber hereby consents to such reliance.


 


(o)     That
the Subscriber certifies, under penalty of perjury, (i) that the social security or Tax Identification Number set forth herein
is true, correct and complete, and (ii) that the Subscriber is not subject to backup withholding either because the Subscriber
has not been notified that the Subscriber is subject to backup withholding as a result of a failure to report all interest or
dividends, or the Internal Revenue Service has notified the Subscriber that the Subscriber is no longer subject to backup withholding.


 


(p)      The
amounts invested by the Subscriber it in the Company in the Offering were not and are not directly or indirectly derived from
activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations.
Federal regulations and Executive Orders administered by the Office of Foreign Assets Control (“OFAC”)
prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries,
territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found
on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”)
prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities
appear on the OFAC lists;


 


 


 


 



1
These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject
to OFAC sanctions and embargo programs.


 






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(q)       To
the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber;
(3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person
for whom the Subscriber is acting as agent or nominee in connection with this investment is a country, territory, individual or
entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. The Subscriber understands and acknowledges
that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation
set forth in the preceding paragraph. The Subscriber agrees to promptly notify the Company if the Subscriber becomes aware of
any change in the information set forth in these representations. The Subscriber understands and acknowledges that, by law, the
Company may be obligated to “freeze the account” of the Subscriber, either by prohibiting additional subscriptions
from the Subscriber, declining any redemption requests and/or segregating the assets in the account in compliance with governmental
regulations, and may also be required to report such action and to disclose the Subscriber’s identity to OFAC. The Subscriber
further acknowledges that the Company may, by written notice to the Subscriber, suspend the redemption rights, if any, of the
Subscriber if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to
the Company, its Subsidiaries, or any of the Company’s other service providers. These individuals include specially designated
nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs;


 


(r)       To
the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber;
(3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person
for whom the Subscriber is acting as agent or nominee in connection with this investment is a senior foreign political figure,2
or any immediate family3 member or close associate4 of a senior foreign political figure, as such
terms are defined in the footnotes below; and


 


(s)       If
the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Subscriber receives
deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Subscriber
represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address,
in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records
related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign
Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that
does not have a physical presence in any country and that is not a regulated affiliate.


 


(t)       No
Shorting. The Subscriber, whether in its own capacity or through a representative, agent or affiliate (i) represents and warrants
to the Company that prior to the purchase of the Units it has not entered into or effected any “short sales” of any
shares of Common Stock of the Company or any hedging transaction which establishes a net short position with respect to the shares
of Common Stock of the Company, and (ii) covenants to the Company that for a period of twelve months from the sale of the Units
it will not enter into or effect, any “short sales” of any shares of Common Stock of the Company or any hedging transaction
which establishes a net short position with respect to the shares of Common Stock of the Company.


 


 


 





 



2
A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative,
military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political
party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure”
includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political
figure.


 


3
“Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings,
spouse, children and in-laws.


 


4
A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain
an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct
substantial domestic and international financial transactions on behalf of the senior foreign political figure.


 






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(u)       Lock-Up.
The Subscriber hereby agrees that for a period of twelve months from the sale of the Units, the Subscriber will not, without the
prior written consent of the Company, offer, pledge, sell, contract to sell, grant any option for the sale of, or otherwise dispose
of, directly or indirectly, the Securities purchased in this Offering as may otherwise be permitted by under the Securities Act
and consents to the placement of a legend, with respect to the foregoing, on each certificate representing the Securities purchased
in this Offering.


 


3.     Representations
by the Company. The Company represents and warrants to the Subscriber that:


 


(a)       Organization
and Authority. The Company and each of its Subsidiaries, if applicable, (i) is a corporation, validly existing and in good
standing under the laws of the jurisdiction of its incorporation; (ii) has all requisite corporate power, and authority to own,
lease and operate its properties and to carry on its business as presently conducted; (iii) has all requisite corporate power,
and authority to execute, deliver and perform their obligations under this Agreement and the Offering Documents and to consummate
the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof,
(iv) the execution and delivery of the Offering Documents (as hereinafter defined) by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Securities) have
been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board
of Directors, or its stockholders, is required, (v) each of the Offering Documents has been duly executed and delivered by the
Company by its authorized representative, and such authorized representative is a true and official representative with authority
to sign each such document and the other documents or certificates executed in connection herewith and bind the Company accordingly,
and (vi) each of the Offering Documents constitutes, and upon execution and delivery thereof by the Company will constitute, a
legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the
extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting
enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable or legal remedies.
The Company’s Subsidiaries are as set forth on Schedule I. “Subsidiaries” shall mean any corporation
or other entity or organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any
equity or other ownership interest.


 


(b)       Qualifications.
The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction
in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except
where the failure to be so qualified or in good standing would not have a material adverse effect on (i) the assets, liabilities,
results of operations, condition (financial or otherwise), business, or prospects of the Company and its Subsidiaries taken as
a whole, (ii) the transactions contemplated hereby or in any of the Offering Documents or (iii) the ability of the Company to
perform its obligations under the Offering Documents (a “Material Adverse Effect”).


 






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(c)       Capitalization
of the Company. As of the date hereof, the authorized capital stock of the Company consists of two billion five hundred million
(2,500,000,000) shares of Common Stock, par value $0.0001 per share, and twenty-five million (25,000,000) shares of preferred
stock, par value $0.0001 per share of which 10,000 shares of preferred stock have been designated Series B Preferred Stock, par
value $0.0001 per share and 1,000 shares of preferred stock have been designated Series C Preferred Stock, par value $0.0001 per
share. Except as described in the Private Placement Memorandum, there are no additional outstanding options, warrants, script
rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible
into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock,
or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue
additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. The issuance
and sale of the Units will not obligate the Company to issue shares of Common Stock or other securities to any person (other than
the Subscriber or as otherwise described in the Private Placement Memorandum) and will not result in a right of any holder of
Company securities to adjust the exercise, conversion, exchange or reset price under such securities. None of the outstanding
shares of Common Stock or options, warrants, rights or other securities entitling the holders to acquire Common Stock has been
issued in violation of the preemptive rights of any security holder of the Company. Except as described in the Private Placement
Memorandum, no other holder of any of the Company’s securities has any rights, “demand,” “piggy-back”
or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of a registration
statement. The Securities to be issued to each such Subscriber pursuant to this Agreement, when issued and delivered in accordance
with the terms of this Agreement, will be duly and validly issued and will be fully paid and nonassessable and free from all taxes
or liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders
of the Company.


 


(d)       Non-Contravention.
The execution, delivery and performance of the Offering Documents by the Company, the issuance of the Securities as contemplated
by the Offering Documents and the completion by the Company of the other transactions contemplated by the Offering Documents do
not and will not, with or without the giving of notice or the lapse of time, or both, (i) result in any violation of any provision
of the articles of incorporation or by-laws or similar instruments of the Company; (ii) conflict with or result in a breach by
the Company of any of the terms or provisions of, or constitute a default under, or result in the modification of, or result in
the creation or imposition of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company;
(iii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of any court, United
States Federal or State regulatory body, administrative agency or other governmental body having jurisdiction over the Company
or any of its respective properties or assets that would have a Material Adverse Effect; or (iv) have any material adverse effect
on any permit, certification, registration, approval, consent, license or franchise necessary for the Company or its Subsidiaries
to own or lease and operate any of its properties and to conduct any of its business or the ability of the Company or its Subsidiaries
to make use thereof. Except as required under the Securities Act of 1933, as amended (the “Securities Act”)
and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make
any filing or registration with, any court, governmental agency, regulatory agency, self regulatory organization or stock market
or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement or to issue and
sell the Securities in accordance with the terms hereof. All consents, authorizations, orders, filings and registrations which
the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.


 


(e)       Information
Provided. The Company hereby represents and warrants to the Subscriber that the information set forth in the Private Placement
Memorandum and any other document provided by the Company (or the Company’s authorized representatives) to the Subscriber
in connection with the transactions contemplated by this Agreement, does not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which
they are made, not misleading, it being understood that for purposes of this Section 3(e), any statement contained in such information
shall be deemed to be modified or superseded for purposes of this Section 3(e) to the extent that a statement in any document
included in such information which was prepared and furnished to the Subscriber on a later date or filed with the U.S. Securities
and Exchange Commission (the “SEC”) on a later date modifies or replaces such statement, whether or not such
later prepared and furnished or filed statement so states.


 






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(f)       Absence
of Certain Proceedings. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company or any of its Subsidiaries, or their respective businesses, properties or assets or
their officers or directors in their capacity as such, that would have a Material Adverse Effect. The Company is unaware of any
facts or circumstances which might give rise to any of the foregoing. There has not been, and to the knowledge of the Company,
there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current
or former director or executive officer of the Company or any of its Subsidiaries.


 


(g)       Compliance
with Law. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits,
easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties
and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there
is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company
Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company
Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notification with
respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults
or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.


 


(h)       Tax
Matters. The Company has filed all federal, state and local income and franchise tax returns required to be filed and has
paid all taxes shown by such returns to be due, and no tax deficiency has been determined adversely to the Company which has had
(nor does the Company or any of its subsidiaries have any knowledge of any tax deficiency which, if determined adversely to the
Company, might have) a material adverse effect on the business, properties, operations, condition (financial or other), results
of operations or prospects of the Company or any of its subsidiaries, taken as a whole.


 


(i)        No
Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would
require registration under the Securities Act of the issuance of the Securities to the Subscribers. The issuance of the Securities
to the Subscribers will not be integrated with any other issuance of the Company’s securities (past, current or future)
for purposes of any stockholder approval provisions applicable to the Company or its securities.


 


(j)        Form
D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D. The Company
shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities
for sale to the Subscribers at the applicable Closing pursuant to this Agreement under applicable securities or “blue sky”
laws of the states of the United States (or to obtain an exemption from such qualification).


 


(k)       Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade
names, service marks, service mark registrations, service names, patents, patent rights, copyrights, original works, inventions,
licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and
registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective
businesses as now conducted and as presently proposed to be conducted. None of the Company’s or its Subsidiaries’
Intellectual Property Rights have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned,
within two (2) years from the date of this Agreement. The Company has no knowledge of any infringement by the Company or any of
its Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or
to the knowledge of the Company, being threatened, against the Company or any of its Subsidiaries regarding their Intellectual
Property Rights. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing infringements
or claims, actions or proceedings. The Company and each of its Subsidiaries have taken reasonable security measures to protect
the secrecy, confidentiality and value of all of their Intellectual Property Rights, except where failure to take such measures
would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 






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(l)       Shell
Company Status. The Company is not, and has never been, an issuer identified
in, or subject to, Rule 144(i) promulgated under the Securities Act (or a successor rule) (“Rule 144”).


 


4.     Indemnification.


 


(a)       In
consideration of each Subscriber’s execution and delivery of the Offering Documents and acquiring the Securities thereunder
and in addition to all of the Company’s other obligations under the Offering Documents, the Company shall defend, protect,
indemnify and hold harmless each Subscriber and each holder of any Securities and all of their stockholders, partners, members,
officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives
(including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively,
the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to
the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the
“Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any fraud or misrepresentation made by the Company in any of the Offering Documents or (b) any cause of action, suit, proceeding
or claim brought or made against such Indemnitee by a third party or which otherwise involves such Indemnitee that arises out
of or results from any fraud or misrepresentation made by the Company in any of the Offering Documents. To the extent that the
foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the
payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.


 


(b)       Promptly
after receipt by an Indemnitee under this Section 4 of notice of the commencement of any action or proceeding (including any governmental
action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is to be made against
the Company under this Section 4, deliver to the Company a written notice of the commencement thereof, and the Company shall have
the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel
mutually satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain
its own counsel with the fees and expenses of such counsel to be paid by the Company if: (i) the Company has agreed in writing
to pay such fees and expenses; (ii) the Company shall have failed promptly to assume the defense of such Indemnified Liability
and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability; or (iii) the named parties
to any such Indemnified Liability (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee
shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnitee
and the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at
the expense of the Company, then the Company shall not have the right to assume the defense thereof and such counsel shall be
at the expense of the Company), provided further, that in the case of clause (iii) above the Company shall not be responsible
for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnitee. The Indemnitee shall reasonably
cooperate with the Company in connection with any negotiation or defense of any such action or Indemnified Liability by the Company
and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Indemnified
Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. The Company shall not be liable for any settlement of any action, claim or proceeding effected
without its prior written consent, provided, however, that the Company shall not unreasonably withhold, delay or condition its
consent. The Company shall not, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter
into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such
settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for
hereunder, the Company shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company within a
reasonable time of the commencement of any such action shall not relieve the Company of any liability to the Indemnitee under
this Section 4, except to the extent that the Company is materially and adversely prejudiced in its ability to defend such action.


 






    	 	9	 



     

    

 


(c)       The
indemnification required by this Section 4 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Liabilities are incurred.


 


(d)       The
indemnity agreement contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee against
the Company or others, and (B) any liabilities the Company may be subject to pursuant to the law.


 


5.     Transfer
Restrictions; Legends.


 


(a)       Restrictions.
Each Subscriber understands that:


 


(i)      The
sale or resale of all or any portion of the Securities has not been and is not being registered under the Securities Act or any
applicable state securities laws, and all or any portion of the Securities may not be transferred unless:


 


(A)       the
Securities are sold pursuant to an effective registration statement under the Securities Act;


 


(B)       the
Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form,
substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold
or transferred pursuant to an exemption from such registration;


 


(C)       the
Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell
or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”,
as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act;


 


(D)       the
Securities are sold pursuant to Rule 144; or


 


(E)       the
Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule);


 


and,
in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel,
in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein
to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.


 






    	 	10	 



     

    

 


(b)       Each
certificate representing (i) the Shares and (ii) any other securities issued in respect of the Shares, the Class A Warrants, Class
B Warrants and Class C Warrants upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event,
shall (unless otherwise permitted by the provisions of Section 5(c) below) be stamped or otherwise imprinted with a legend substantially
in the following form (in addition to any legend required under applicable state securities laws):


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY
RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM
THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. 


 


So
long as the foregoing legend may remain on any Securities, the Subscriber consents to the Company making a notation on its records
and giving instructions to any transfer agent with respect to such certificates in order to implement the restrictions on transfer
established in this Section 5.


 


(c)       Certificates
evidencing Securities shall not be required to contain the legend set forth in Section 5(b) above or any other legend (i) while
a registration statement covering the resale of such Securities is effective under the 1933 Act, (ii) following any sale of such
Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Securities are eligible
to be sold, assigned or transferred under Rule 144 (provided that a Subscriber provides the Company with reasonable assurances
that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel),
(iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Subscriber provides
the Company with an opinion of counsel to such Subscriber, at the cost of the Company and in a generally acceptable form, to the
effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements
of the Securities Act or (v) if such legend is not required under applicable requirements of the Securities Act (including, without
limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to
the foregoing, the Company shall no later than five (5) Business Days following the delivery by a Subscriber to the Company or
the transfer agent (with notice to the Company) of a legended certificate representing such Securities (endorsed or with stock
powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable),
together with any other deliveries from such Subscriber as may be required above in this Section 5(c), as directed by such Subscriber,
either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program,
credit the aggregate number of shares of Common Stock to which such Subscriber shall be entitled to such Subscriber’s or
its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s
transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight
courier) to such Subscriber, a certificate representing such Securities that is free from all restrictive and other legends, registered
in the name of such Subscriber or its designee.


 






    	 	11	 



     

    

 


6.     Conditions
to Closing.


 


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


 


(i)     The
representations and warranties of the Company 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 in all material respects as of such date) and the Company shall have performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied
with by the Company at or prior to the Closing Date. Such Subscriber shall have received a certificate, executed by the Chief
Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be
reasonably requested by such Subscriber in the form reasonably acceptable to such Subscriber;


 


(ii)     The
Company shall have duly executed and delivered to such Subscriber each of the Offering Documents, except for the certificates
representing the Shares, Class A Warrants, Class B Warrants and Class C Warrants, which shall be delivered in accordance with
Section 1(c);


 


(iii)    Such
Subscriber shall have received the opinion of the Company’s counsel, dated as of the Closing Date, in the form reasonably
acceptable to such Subscriber;


 


(iv)    Since
the date of first execution of this Agreement, no event or series of events shall have occurred that reasonably would have or
result in a Material Adverse Effect;


 


(v)     No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Offering Documents;


 


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


 


(b)      The
obligations of the Company to effect the transactions contemplated by this Agreement with each Subscriber are subject to the fulfillment
at or prior to each Closing Date of the conditions listed below:


 


(i)      The
representations and warranties made by such Subscriber in Section 2 shall be true and correct in all material respects at the
time of Closing as if made on and as of such date; and


 


(ii)     All
corporate and other proceedings required to be undertaken by such Subscriber in connection with the transactions contemplated
hereby shall have occurred and all documents and instruments incident to such proceedings shall be reasonably satisfactory in
substance and form to the Company.


 






    	 	12	 



     

    

 


7.     Miscellaneous.


 


(a)       Any
notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail,
return receipt requested, addressed to the Company, at OriginClear, Inc., 525 S. Hewitt Street, Los Angeles, California 90013,
Attention: T. Riggs Eckelberry, Chief Executive Officer, with a copy to (which shall not constitute notice) Sichenzia Ross Ference
Kesner LLP, 61 Broadway, 32nd Floor, New York, NY 10006, Attention: Gregory Sichenzia, Esq., or addressed to the Subscriber
at the address indicated on the signature page of this Agreement. Notices shall be deemed to have been given three (3) business
days after the date of mailing, except notices of change of address, which shall be deemed to have been given when received.


 


(b)       All
modifications, amendments or waivers to this Agreement shall require the written consent of both the Company and a majority-in-interest
of the Subscribers (based on the number of Units purchased hereunder).


 


(c)       This
Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives,
successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject
matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.


 


(d)       This
Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the
conflict of law provisions thereof, and the parties hereto irrevocably submit to the exclusive jurisdiction of the United States
District Court for the Southern District of New York, or, if jurisdiction in such court is lacking, the Supreme Court of the State
of New York, New York County, in respect of any dispute or matter arising out of or connected with this Agreement.


 


(e)       This
Agreement may be executed in counterparts. It shall not be binding upon the Company unless and until it is accepted by the Company.
Upon the execution and delivery of this Agreement by the Subscriber, this Agreement shall become a binding obligation of the Subscriber
with respect to the purchase of Units as herein provided; subject, however, to the right hereby reserved to the Company to enter
into the same agreements with other subscribers and to add and/or to delete other persons as subscribers. This Agreement may be
executed and delivered by facsimile.


 


(f)       Whenever
the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the
plural form of names, defined terms, nouns and pronouns shall include the singular and vice-versa.


 


(g)       The
holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect
any other provision of this Agreement, which shall remain in full force and effect.


 


(h)       It
is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as
a waiver of any subsequent breach by that same party.


 


(i)       The
parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action
as may be necessary or appropriate to carry out the purposes and intent of this Agreement.


 


(j)       Each
party hereto covenants and agrees that the representations and warranties of such party contained in this Agreement shall survive
the Closing. Each Subscriber shall be responsible only for its own representations, warranties, agreements and covenants hereunder.


 


(k)       Reserved.


 






    	 	13	 



     

    

 


(l)        Independent
Nature of Subscribers. The obligations of each Subscriber under this Agreement or other transaction document are several and
not joint with the obligations of any other Subscriber, and no Subscriber shall be responsible in any way for the performance
of the obligations of any other Subscriber under this Agreement or any other transaction document. Each Subscriber shall be responsible
only for its own representations, warranties, agreements and covenants hereunder. The decision of each Subscriber to purchase
Units pursuant to this Agreement has been made by such Subscriber independently of any other Subscriber and independently of any
information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results
of operations, condition (financial or otherwise) or prospects of the Company which may have been made or given by any other Subscriber
or by any agent or employee of any other Subscriber, and no Subscriber or any of its agents or employees shall have any liability
to any other Subscriber (or any other person) relating to or arising from any such information, materials, statements or opinions.
Nothing contained herein or in any other transaction document, and no action taken by any Subscriber pursuant hereto or thereto,
shall be deemed to constitute the Subscribers as a partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Subscribers are in any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by this Agreement. Except as otherwise provided in this Agreement or any other transaction document,
each Subscriber shall be entitled to independently protect and enforce its rights arising out of this Agreement or out of the
other transaction documents, and it shall not be necessary for any other Subscriber to be joined as an additional party in any
proceeding for such purpose. Each Subscriber has been represented by its own separate legal counsel in connection with the transactions
contemplated hereby and acknowledge and understand that Sichenzia Ross Ference Kesner LLP has served as counsel to the Company
only.


 


[-signature
page follows-]


 






    	 	14	 



     

    







 


IN
WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of the date written below.


 





	No.
    of Units to be Purchased	 	 	 
	 	 	 	 
	Total
    Unit Purchase Price ($)	 	$	


 


	 	 	 
	Signature	 	Signature
    (if purchasing jointly)
	 	 	 
	 	 	
	Name
    Typed or Printed	 	Name
    Typed or Printed
	 	 	 
	 	 	
	Title
    (if Subscriber is an Entity)	 	Title
    (if Subscriber is an Entity)
	 	 	 
	 	 	
	Entity
    Name (if applicable)	 	Entity
    Name (if applicable)
	 	 	 
	 	 	 
	Address	 	Address
	 	 	 
	 	 	
	City,
    State and Zip Code	 	City,
    State and Zip Code
	 	 	 
	 	 	
	Telephone-Business	 	Telephone-Business
	 	 	 
	 	 	
	Telephone-Residence	 	Telephone-Residence
	 	 	 
	 	 	
	Facsimile-Business	 	Facsimile-Business
	 	 	 
	 	 	
	Facsimile-Residence	 	Facsimile-Residence
	 	 	 
	 	 	
	Tax
    ID # or Social Security # 	 	Tax
    ID # or Social Security # 
	 	 	 
	Name
    in which securities should be issued:	 	 
	 	 	 
	Manner
    in which title is to be held: (check only one)	 	 


 


☐ 
Individual Ownership


 


	Joint
    Subscription:	 	Entity
	☐
    Community Property	 	☐ Partnership
	☐ Joint
    Tenant with Right of     Survivorship (JTWRS)	 	☐ Company
	☐ Tenants
    in Common (TIC)	 	☐ Self-Directed
    Retirement Account
	☐ Tenants
    by Entirety (TBE)	 	☐ Trust
	(If Securities are being
    subscribed for as a joint subscription, both parties must sign.)	 	☐ Other __________________

                                                                                (Entities must complete
    Cert. of Signatory)





 



    	 	15	 



     

    







 


This
Subscription Agreement is agreed to and accepted as of ________________, 2017.


 


	 	OriginClear, Inc.
	 	 	 
	 	By:	          
	 	Name:	T. Riggs Eckelberry
	 	Title:	Chief Executive Officer




 



    	 	16	 



     

    

 


SCHEDULE
I - SUBSIDIARIES


 


OriginClear
Technologies (Hong Kong)


Progressive
Water Treatment, Inc.