Exhibit
10.1


 


FORM OF SUBSCRIPTION
AGREEMENT


 


This
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is made by and between Wecast Network, Inc. a Nevada
corporation (the “Company”), and the undersigned (“Subscriber”) as of the date this Subscription
Agreement is accepted by the Company, as set forth on the Company’s signature page hereto.


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement, and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), Rule 506 promulgated thereunder and/or Regulation S under the Securities
Act, the Company desires to issue and sell to the Subscriber, and the Subscriber desires to purchase from the Company, that number
of shares of the Company’s common stock, $0.001 par value per share (“Common Stock”) set forth on the
signature page hereto, to persons who are not U.S. persons under Regulation S and persons who are “accredited investors”
(as defined in Rule 501 of Regulation D under the Securities Act), in a private placement (the “Offering”);
and


 


WHEREAS,
the Subscriber understands that the Offering is being made without registration of the Common Stock under the Securities Act of
1933, as amended (the “Securities Act”), or any securities law of any state of the United States or of any
other jurisdiction, and is being made only to “accredited investors” or non-U.S. persons.


 


NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby
agree as follows:


 


1.
Subscription for Securities.


 


(a)
Subscription for Securities. Subject to the terms and conditions hereinafter set forth, Subscriber hereby irrevocably subscribes
for and agrees to purchase from the Company such amounts of Common Stock as is set forth on the signature page hereof (the “Shares”)
at a price per Share equal to $2.75, for an aggregate purchase price as set forth on the signature page hereof (the “Purchase
Price”), and the Company agrees to sell such Shares to Subscriber for the Purchase Price, subject to the Company’s
right, in its sole discretion, to reject this subscription, in whole or in part, at any time prior to the Closing (as defined
below). Subscriber acknowledges that Subscriber is not entitled to cancel, terminate or revoke this Subscription Agreement. Subscriber
further acknowledges that the Shares will be subject to restrictions on transfer as set forth in this Subscription Agreement.


 


2.
Terms of Subscription.


 


(a)
Payment. Subscriber shall make payment for the Shares to an account
designated by the Company in an amount equal to the Purchase Price by wire transfer of immediately available funds at or prior
to the Closing.


 


(b)
Acceptance of Subscription and Issuance of Shares. It is understood
and agreed that the Company shall have the sole right, at its complete discretion, to accept or reject this subscription, in whole
or in part, for any reason and that the same shall be deemed to be accepted by the Company only when it is signed by a duly authorized
officer of the Company and delivered to the undersigned at the Closing (as defined below). Notwithstanding anything in this Subscription
Agreement to the contrary, the Company shall have no obligation to issue any of the Shares to any person who is a resident of
a jurisdiction in which the issuance of Shares to such person would constitute a violation of the securities, “blue sky”
or other similar laws.


 


(c)
Closing. The Offering may be consummated at such place (or by
electronic transmission) as may be mutually agreed upon by the parties at a closing (the “Closing”) to occur
on a date as may be determined by the Company, at a time as may be determined by the Company. Subsequent closings may occur at
the discretion of the Company.


 


(d)
Closing Deliverables. At the Closing: (i) Subscriber shall deliver
the Purchase Price; and (ii) the Company shall deliver a share certificate representing the Shares to Subscriber that bears an


 




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appropriate
legend referring to the fact that the Shares are subject to transfer restrictions as set forth in the Securities Act.


 


(e)
Lock Up Agreement. During the period beginning on the date hereof through and including the date that is the six month anniversary
of the date of this Subscription Agreement (the “Lock-Up Period”), the Subscriber will not, without
the prior written consent of the Company, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell,
or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of common stock of the Company (including,
without limitation, such common stock which may be deemed to be beneficially owned by the Subscriber in accordance with the rules
and regulations promulgated under the Securities Act of 1933, as amended (such shares, the “Beneficially Owned Shares”),
or securities convertible into or exercisable or exchangeable for common stock of the Company, (ii) enter into any swap, hedge
or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned
Shares or securities convertible into or exercisable or exchangeable for common stock of the Company, whether now owned or hereafter
acquired by the Subscriber or with respect to which the Subscriber has or hereafter acquires the power of disposition, or (iii)
engage in any short selling of the common stock of the Company or securities convertible into or exercisable or exchangeable for
common stock of the Company.


 


In
order to enable this covenant to be enforced, the Subscriber hereby consents to the placing of legends or stop transfer instructions
with the Company’s transfer agent with respect to any common stock of the Company or securities convertible into or exercisable
or exchangeable for common stock of the Company.


 


This
Subscription Agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the Subscriber
and shall be binding upon the heirs, personal representatives, successors and assigns of the Subscriber.


 


3.
Representations and Warranties of Subscriber.


 


Subscriber
represents and warrants to the Company that:


 


(a)
Reliance on Exemptions. Subscriber understands that the Shares
are being offered and sold in reliance upon specific exemptions from registration provided in the Securities Act, and upon exemptions
from registration under State securities laws, and acknowledges that the Offering has not been reviewed by the Securities and
Exchange Commission or any state agency because it is intended to be a nonpublic offering exempt from the registration requirements
of the Securities Act and State securities laws. Subscriber understands that the Company is relying upon, and intends that the
Company rely upon, the truth and accuracy of, and Subscriber’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of Subscriber set forth herein in order to determine the availability of such exemptions and
the eligibility of Subscriber to acquire the Shares. The Company may only make offers to sell the Shares to persons outside the
United States in this Offering and, if applicable, at the time any buy order is originated, the buyer is outside the United States.
The undersigned has not received an offer to purchase Shares inside the United States and will not originate a buy order inside
the United States.


 


(b)
Investment Purpose. The undersigned is either (i) an “accredited
investor” if a U.S. investor, or (ii) not a U.S. person as defined under Rule 902 of Regulation S, and the Shares are being
purchased for Subscriber’s own account, for investment purposes only and not for distribution or resale to others in contravention
of the registration requirements of the Securities Act. Subscriber agrees that it will not sell or otherwise transfer the Shares
unless they are registered under the Securities Act or unless an exemption from such registration is available under the Securities
Act and permitted by the certificate of incorporation of the Company. Subscriber has no contract, undertaking, agreement, or arrangement
with any person to sell, distribute, transfer, or pledge to such person or anyone else the Shares which Subscriber hereby subscribes
to purchase, or any interest therein, and Subscriber has no present plans to enter into any such contract, undertaking, agreement,
or arrangement. Subscriber agrees that the Company and its affiliates shall not be required to give effect to any purported transfer
of such Shares


 






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except
upon compliance with the foregoing restrictions.


 


(c)
Accredited Investor. Subscriber, if a U.S. investor, is an “accredited
investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, as amended to date,
a summary of which is attached hereto as Exhibit B, and Subscriber
is able to bear the economic risk of any investment in the Shares and in the Company. Subscriber shall complete and deliver to
the Company prior to Closing an executed copy of the Accredited Investor Questionnaire attached hereto as Exhibit
A.


 


(d)
Risk of Investment. Subscriber recognizes that the purchase of
the Shares involves a high degree of risk in that: (i) 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 Shares; (ii) transferability of
the Shares is limited; and (iii) the Company may require substantial additional funds to operate its business and there can be
no assurance that the Offering will be completed.


 


(e)
Use of Proceeds. Subscriber understands that the net proceeds
of the Offering will be used for operations of the Company and general corporate purposes.


 


(f)
Prior Investment Experience. Subscriber understands the business
in which the Company is engaged and has such knowledge and experience in business and financial matters that Subscriber is capable
of evaluating the merits and risks of the investment in the Shares. Subscriber has prior investment experience, and Subscriber
recognizes the highly speculative nature of this investment.


 


(g)
Information and Non-Reliance.


 


(i)
Subscriber acknowledges that Subscriber has carefully reviewed this Subscription
Agreement, which Subscriber acknowledges has been provided to Subscriber. Subscriber has been given the opportunity to ask questions
of, and receive answers from, the Company concerning the terms and conditions of this Offering and the Subscription Agreement
and to obtain such additional information, to the extent the Company possesses such information or can acquire it without unreasonable
effort or expense, necessary to verify the accuracy of same as Subscriber reasonably desires in order to evaluate the investment.
Subscriber understands the Subscription Agreement, and Subscriber has had the opportunity to discuss any questions regarding the
Subscription Agreement with Subscriber’s counsel or other advisor. Notwithstanding the foregoing, the only information upon
which Subscriber has relied is that set forth in the Subscription Agreement and the results of independent investigation by Subscriber.
Subscriber has received no representations or warranties from the Company, its employees, agents or attorneys in making this investment
decision other than as set forth in the Subscription Agreement. Subscriber does not desire to receive any further information.


 


(ii)
The Subscriber represents that it is not relying on (and will not at
any time rely on) any communication (written or oral) of the Company, as investment advice or as a recommendation to purchase
the Shares, it being understood that information and explanations related to the terms and conditions of the Shares and the Subscription
Agreement shall not be considered investment advice or a recommendation to purchase the Shares.


 


(iii)
The Subscriber confirms that the Company has not (i) given any guarantee
or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting
or otherwise) an of investment in the Shares or (ii) made any representation to the Subscriber regarding the legality of an investment
in the Shares under applicable legal investment or similar laws or regulations. In deciding to purchase the Shares, the Subscriber
is not relying on the advice or recommendations of the Company and the Subscriber has made its own independent decision that the
investment in the Shares is suitable and appropriate for the Subscriber.


 


(h)
Tax Consequences. Subscriber acknowledges that the Offering may
involve tax consequences and that the contents of the Subscription Agreement do not contain tax advice or


 




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information.
Subscriber acknowledges that Subscriber must retain Subscriber’s own professional advisors to evaluate the tax and other
consequences of an investment in the Shares. Subscriber intends to acquire the Shares without regard to tax consequences.


 


(i)
Transfer or Resale. The Subscriber is acquiring the Shares
solely for the Subscriber’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection
with, any distribution of the Shares. Subscriber understands that the Shares have not been registered under the Securities Act
or the securities laws of any state and, as a result thereof, are subject to substantial restrictions on transfer. Subscriber
acknowledges that Subscriber may be precluded from selling or otherwise disposing of the Shares for an indefinite period of time.
Subscriber consents that the Company may, if it desires, permit the transfer of the Shares out of Subscriber’s name only
when Subscriber’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that
neither the sale nor the proposed transfer results in a violation of the Securities Act or any applicable state “blue sky”
laws. The Company pledges to use its commercially reasonable efforts
to have the Shares registered and the restrictions removed at the earliest practical date after 6 months from this Offering.


 


(j)
No General Solicitation. Subscriber was not induced to
invest in the Company or in the Shares by any form of general solicitation
or general advertising including, but not limited to, the following: (i) any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over the news or radio; (ii) any seminar or meeting whose attendees
were invited by any general solicitation or advertising; and (iii) any solicitation within the United States.


 


(k)
Due Authorization: Enforcement. Subscriber has all requisite
power and authority (and in the case of an individual, capacity) to purchase and hold the Shares, to execute, deliver and perform
Subscriber’s obligations under this Subscription Agreement and
when executed and delivered by Subscriber, this Subscription Agreement will constitute legal, valid and binding agreements of
Subscriber enforceable against Subscriber in accordance with their terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights
generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).


 


(l)
Address. The residence address of Subscriber furnished
by Subscriber on the signature page hereto is Subscriber’s principal residence
if Subscriber is an individual or its principal business address if it is a corporation, partnership, trust or other entity.


 


(m)
Compliance with Laws. The Subscriber will comply with all
applicable laws and regulations in effect in any jurisdiction in which the
Subscriber purchases or sells Shares and obtain any consent, approval or permission required for such purchases or sales
under the laws and regulations of any jurisdiction to which the Subscriber is subject or in which the Subscriber makes such purchases
or sales, and the Company shall have no responsibility therefore.


 


(n)
Accuracy of Representations and Warranties. The information
set forth herein concerning Subscriber is true and correct. The Subscriber understands that, unless the Subscriber notifies the
Company in writing to the contrary at or before the Closing, each of the Subscriber’s representations and warranties contained
in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all
information received by the Subscriber.


 


(o)
Entity Representation. If Subscriber is a corporation,
partnership, trust or other entity, such entity further represents and warrants that
it was not formed for the purpose of investing in the Company.


 


4.
Representations and Warranties of the Company.


 


The
Company represents and warrants to Subscriber that:


 




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(a)
Organization. The Company is organized and validly existing
in good standing under the laws of the State of Nevada.


 


(b)
Due Authorization, Enforcement and Valid Issuance. The
Company has all requisite power and authority to execute, deliver and perform its obligations under this Subscription Agreement,
and when executed and delivered by the Company, this Subscription Agreement will constitute legal, valid and binding agreements
of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights
generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law). The Shares have been duly authorized and, when issued and paid for in accordance
with the terms of this Subscription Agreement, will be duly and validly issued, fully paid and nonassessable.


 


(c)
Noncontravention. The execution and delivery of this Subscription
Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or
default under (i) any material agreement to which the Company is a party or by which it or any of its properties are bound or
(ii) the organizational documents of the Company.


 


5.
Conditions to Obligations of the Subscriber and the Company.


 


The
obligations of the Subscriber to purchase and pay for the Shares specified on the signature page hereof and of the Company to
sell the Shares are subject to the satisfaction at or prior to the Closing of the following conditions precedent:


 


(a)
Representations and Warranties. The representations and
warranties of the Subscriber contained in Section 3 hereof
and of the Company contained in Section 4 hereof shall
be true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been
made as of the Closing.


 


6.
Legends.


 


The
certificates representing the Securities sold pursuant to this Subscription Agreement will be imprinted with legends in substantially
the following form:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”). SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED 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 AS EVIDENCED BY A LEGAL OPINION OF
COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.”


 


and other
legend language that may be determined by the Company and its counsel from time to time. The
Company pledges to use its commercially reasonable efforts to have the Shares registered and the restrictions removed at the earliest
practical date after 6 months from this Offering.


 


7.
Miscellaneous


 


(a)
Notice. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Subscription Agreement must be in writing and will be deemed to have
been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation
of transmission is mechanically or electronically generated and kept on file by


 




    	 	5	 



     

    

 


the
sending party); or (iii) one (1) business day after deposit with an overnight courier service, in each case properly addressed
to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


	If to the	 
	Company:	 
	 	Wecast Network, Inc.
	 	Building B4, Tai Ming International Business Court,
	 	Tai Hu Town, Tongzhou District, Beijing, China 101116
	 	Attn: Simon Wang, CFO
	 	Telecopy:
	with a copy	 
	to:	 
	 	Cooley LLP
	 	1114 Avenue of the Americas
	 	New York, NY 10036-7798
	 	Attention: William N. Haddad
	 	Telecopy: (212) 479-6275


 


If
to Subscriber, to its residence address (or mailing address, if different) and facsimile number set forth at the end of this Subscription
Agreement, or to such other address and/or facsimile number and/or to the attention of such other person as specified by written
notice given to the Company five (5) calendar days prior to the effectiveness of such change.


 


(b)
Entire Agreement; Amendment. This Subscription Agreement,
which includes the exhibits referred to herein, supersedes all other prior oral or written agreements between Subscriber, the
Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and constitutes the
entire understanding of the parties with respect to the matters covered herein. No provision of this Subscription Agreement may
be amended or waived other than by an instrument in writing signed by the Company and Subscriber.


 


(c)
Severability. If any provision of this Subscription Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Subscription Agreement in that jurisdiction or the validity or enforceability of any provision of this
Subscription Agreement in any other jurisdiction.


 


(d)
Governing Law. This Subscription Agreement shall be governed
by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule.


 


(e)
Successors and Assigns. This Subscription Agreement shall
be binding upon and inure to the benefit of the parties and their respective successors and assigns. Subscriber shall not assign
its rights hereunder without the prior written consent of the Company.


 


(f)
No Third Party Beneficiaries. This Subscription Agreement
is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other person.


 


(g)
Notification of Changes. The Subscriber hereby covenants
and agrees to notify the Company upon the occurrence of any event prior to the closing of the purchase of the Shares pursuant
to this Subscription Agreement which would cause any representation, warranty or covenant of the Subscriber contained in this
Subscription Agreement to be false or incorrect.


 


(h)
Further Assurances. Each party shall do and perform, or
cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes
of this Subscription Agreement and the consummation of the transactions


 




    	 	6	 



     

    

 


contemplated
hereby.


 


(i)
Legal Representation. Subscriber acknowledges that: (i)
Subscriber has read this Subscription Agreement and the exhibits referred to herein; (ii) Subscriber understands that the Company
has been represented in the preparation, negotiation and execution of the Subscription Agreement; and (iii) Subscriber understands
the terms and conditions of the Subscription Agreement and is fully aware of their legal and binding effect.


 


(j)
Expenses. Each party will bear its own costs and expenses
(including legal and accounting fees and expenses) incurred in connection with this Subscription Agreement and the transactions
contemplated hereby.


 


(k)
Counterparts. This Subscription Agreement may be executed
in counterparts, all of which shall be considered one and the same agreement. The exchange of signature pages by facsimile transmission,
by electronic mail in “portable document format” (“.pdf”) form or by any other electronic means intended
to preserve the original graphic and pictorial appearance of a document shall constitute effective execution and delivery of this
Agreement as to the parties.


 


[SIGNATURE
PAGES FOLLOW]


 




    	 	7	 



     

    

 


SUBSCRIBER
SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 


IN
WITNESS WHEREOF, and intending to be legally bound hereby, Subscriber has caused this Subscription Agreement to be
duly executed and, by executing this signature page, hereby executes, adopts and agrees to all terms, conditions, and representations
contained in the foregoing Subscription Agreement and hereby subscribes for the Shares offered by the Company in the amount set
forth below.


 


	SUBSCRIBER:	 	 
	 	 	 
	 	 	 
	Signature 	 	Social Security Number
    (if any)
	 	 	 
	Sijie
    Wang	 	 
	Print Name	 	 
	 	 	 
	 	 	 
	Signature of joint
    investor, if applicable	 	Social Security Number
    (if any)
	 	 	 
	 	 	 
	Print name of joint investor, if applicable	 	 
	 	 	 
	Check one (if applicable)	 	Tenants in Common 
	 	 	JTWROS
	 	 	Tenants by Entirety
	 	 	 
	May 19, 2017	 	 
	 	 	 
	Number of Shares subscribed for:	 	 
	 	 	 
	 shares of Common Stock at $2.75 per
    share	 	 
	 	 	 
	Residence Address:	 	Mailing Address, if
    different from
	 	 	Residence Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 



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COMPANY
SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT 


 


–PLEASE
DO NOT WRITE BELOW THIS LINE–


 


COMPANY
USE ONLY


 


	 	Accepted
    and Agreed:
	 	 	 
	 	WECAST
    NETWORK, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


		As of:
    _______, 2017


 



    	 	9	 



     

    

 


EXHIBIT
A


 


Confidential Accredited
Investor Questionnaire


 


To: Wecast Network,
Inc.


 


Wecast
Network, Inc., a Nevada corporation (the “Company”),
is offering in a private placement (“Offering”)
pursuant to an accompanying subscription agreement including, without limitation, all exhibits and annexes made a part thereto
(collectively, the “Subscription
Agreement”) shares of its Common Stock, par value $0.001 per share (the “Shares”).
The undersigned Subscriber is purchasing Shares pursuant to the Offering and acknowledges that all capitalized terms not otherwise
defined herein have the meanings set forth in the Subscription Agreement.


 


I.
The Subscriber represents and warrants that he or it comes within one category marked below, and that for any category
marked, he or it has truthfully set forth, where applicable, the factual basis or reason the Subscriber comes within that category.
ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY CONFIDENTIAL EXCEPT AS NECESSARY FOR THE COMPANY TO COMPLY WITH
LAW AND/OR ANY RULES PROMULGATED BY ANY REGULATORY AGENCY. The undersigned shall furnish any additional information which the
Company deems necessary in order to verify the answers set forth below.


 


	Category
    A____	The
    undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his
    or her spouse, presently exceeds $1,000,000.
	 	 
	 	Explanation.
    In calculating net worth you may include equity in personal property and real estate (other than the value, after deducting
    mortgage obligations, of Subscriber’s principal residence which may not be included in such net worth calculation),
    cash, short-term investments, stock and securities. Equity in personal property and real estate should be based on the fair
    market value of such property less debt secured by such property.
	 	 
	Category B____	The undersigned
    is an individual (not a partnership, corporation, etc.) who had an individual income in excess of $200,000 in each of the
    two most recent years, or joint income with his or her spouse in excess of $300,000 in each of those years (in each case including
    foreign income, tax exempt income and full amount of capital gains and losses but excluding any income of other family members
    and any unrealized capital appreciation) and has a reasonable expectation of reaching the same income level in the current
    year.
	 	 
	Category C____	The undersigned
    is a director or executive officer of the Company which is issuing and selling the Shares.
	 	 
	Category D____	The undersigned
    is a bank; a savings and loan association; insurance company; registered investment company; registered business development
    company; licensed small business investment company (“SBIC”); or employee benefit plan within the meaning
    of Title 1 of ERISA and (a) the investment decision is made by a plan fiduciary which is either a bank, savings and loan association,
    insurance company or registered investment advisor, or (b) the plan has total assets in excess of $5,000,000 or is a self
    directed plan with investment decisions made solely by persons that are accredited investors.


 


	 	 	 
	 	 	 
	 	 	(describe
    entity)


 


	Category
    E____	The undersigned
    is a private business development company as defined in section 202(a)(22) of the Investment Advisors Act of 1940.


 


	 	 	 
	 	 	 
	 	 	(describe
    entity)


 


	Category
    F____	The
    undersigned is either a corporation, partnership, Massachusetts business trust, or non-profit organization within the meaning
    of Section 501(c)(3) of the Internal Revenue Code, in each case not formed for the specific purpose of acquiring the Shares
    and with total assets in excess of $5,000,000.


 




    	 	A-1	 



     

    

 


	 	 	 
	 	 	 
	 	 	(describe
    entity)


 


	Category
    G____	The
    undersigned is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares,
    where the purchase is directed by a “sophisticated person” as defined in Regulation 506(b)(2)(ii) under the Securities
    Act of 1933.
	 	 
	Category H____	The undersigned
    is an entity (other than a trust) all the equity owners of which are “accredited investors” within one or more
    of the above categories. If relying upon this Category alone, each equity owner must complete a separate copy of this Agreement.


 


	 	 	 
	 	 	 
	 	 	(describe
    entity)


 


	Category
    I____	The
    undersigned is not within any of the categories above and is therefore not an accredited investor.


 


For purposes hereof, “individual
income’’ means adjusted gross income less any income attributable to a spouse or to property owned by a spouse, increased
by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse): (i) the amount
of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”),
(ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii)
any deduction claimed for depletion under Section 611 et seq. of the Code, and (iv) any amount by which income from long-term
capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 12.02 of the Code.


 


The undersigned agrees that the
undersigned will notify the Company at any time on or prior to the execution of the Subscription Agreement or this Questionnaire
in the event that the representations and warranties in the Subscription Agreement or in this Questionnaire shall cease to be
true, accurate and complete.


 


		II.	Disqualification
                                         Events.



 


		1.	Certain
                                         Criminal Convictions.



 


Have you been convicted, within
the past ten (10) years (or five (5) years, in the case of the Company, its predecessors and affiliated issuers), of any felony
or misdemeanor involving:


 


		 ̈	in
                                         connection with the purchase or sale of any security:



		 ̈	involving
                                         the making of any false filing with the SEC; or



		 ̈	arising
                                         out of the conduct of the business of an underwriter, broker, dealer, municipal securities
                                         dealer, investment advisor or paid solicitor of purchasers of securities?



 


		 ̈	Yes.
                                         If yes, please explain:



 


	 	 
	 	 
	 	 
	 	 
	 	 


 


		 ̈	No.



 


		2.	Certain
                                         Court Injunctions and Restraining Orders.



 


Are you subject to any order,
judgment or decree of any court of competent jurisdiction that was entered within the past five (5) years and currently restrains
or enjoins you from engaging in any conduct or practice:


 


		 ̈	in
                                         connection with the purchase or sale of any security;



		 ̈	involving
                                         the making of any false filing with the SEC; or



		 ̈	arising
                                         out of the conduct of the business of an underwriter, broker, dealer, municipal securities
                                         dealer, investment adviser or paid solicitor of purchasers of securities?



 


		 ̈	Yes.
                                         If yes, please explain:



 


	 	 


 




    	 	A-2	 



     

    

 


	 	 
	 	 
	 	 


 


		 ̈	No.



 


		3.	Final
                                         Orders of Certain State and Federal Regulators.



 


Are you subject to a Final
Order (as defined below) of state regulators of securities, insurance, banking, savings associations or credit unions; federal
banking agencies; the Commodity Futures Trading Commission; or the National Credit Union Administration that:


 


		 ̈	bars
                                         you from:



 


		 ̈	associating
                                         with an entity regulated by any of the aforementioned regulators;



		 ̈	engaging
                                         in the business of securities, insurance or banking; or



		 ̈	engaging
                                         in savings association or credit union activities; or



 


		 ̈	constitutes
                                         a Final Order based on a violation of any law or regulation that prohibits fraudulent,
                                         manipulative, or deceptive conduct entered within the past ten (10) years?



 


		 ̈	Yes.
                                         If yes, please explain:



 


	 	 
	 	 
	 	 
	 	 
	 	 


 


		 ̈	No.



 


The term “Final Order”
means a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under
the Securities Act of 1933 under applicable statutory authority that provides for notice and an opportunity for a hearing, which
constitutes a final disposition or action by that federal or state agency.


 


		4.	SEC
                                         Disciplinary Orders.



 


Are you subject to any order
of the Securities and Exchange Commission (“SEC”)
that currently:


 


		 ̈	suspends
                                         or revokes your registration as a broker, dealer, municipal securities dealer or investment
                                         adviser;



		 ̈	places
                                         limitations on the activities, functions or operations of, or imposes civil money penalties
                                         on, such person: or



		 ̈	bars
                                         you from being associated with any entity or from participating in the offering of any
                                         penny stock?1



 


		 ̈	Yes.
                                         If yes, please explain:



 


	 	 
	 	 
	 	 
	 	 
	 	 


 


		 ̈	No.



 


 



 


1 A disqualification
based on a suspension or limitation of activities expires when the suspension or limitation expires.


 


		5.	SEC
                                         Cease-and-Desist Orders.



 


Are you subject to any order
of the SEC that was entered within the past five (5) years and currently orders you to cease and desist from committing or causing
a future violation of:


 






    	 	A-3	 



     

    

 


		 ̈	any
                                         scienter-based (intent-based) anti-fraud provision of the federal securities laws (including,
                                         for example, but not limited to):


 


		 ̈	Section
                                         17(a)(1) of the Securities Act of 1933,





	 	 ̈	Section 10(b) of the Exchange Act and Rule 10b-5, and





	 	 ̈	Section 15 (c) (1) of the Securities Exchange Act); or


 


		 ̈	Section
                                         5 of the Securities Act, of 1933, which generally requires that securities be registered
                                         and prohibits the sale of unregistered securities.


 


		 ̈	Yes.
                                         If yes, please explain:


 


	 	 
	 	 
	 	 
	 	 
	 	 


 


		 ̈	No.


 


		6.	SRO
                                         Suspension/Expulsion.


 


Have you been suspended or
expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory organization
(“SRO”, such as a registered national securities exchange or a registered national or affiliated securities
association, including FINRA) for any act or omission to act constituting conduct inconsistent with just and equitable principles
of trade?


 


		 ̈	Yes.
                                         If yes, please explain:


 


	 	 
	 	 
	 	 
	 	 
	 	 


 


		 ̈	No.


 


		7.	SEC
                                         Stop Orders.


 


Have you filed (as a registrant
or issuer), or were you named as an underwriter in any registration statement or Regulation A offering statement filed with the
SEC that, within the past five (5) years, was the subject of a refusal order, stop order, or order suspending the Regulation A
exemption, or is currently the subject of an investigation or proceeding to determine whether a stop order or suspension order
should be issued?


 


		 ̈	Yes.
                                         If yes, please explain:


 


	 	 
	 	 
	 	 
	 	 
	 	 


 


		 ̈	No.


 


		8.	USPS False Representations
                                         Order.



 


Are you subject to a United
States Postal Service (“USPS”) false representation order entered within the past five (5) years, or are you
currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the USPS to constitute
a scheme or device for obtaining money or property through the mail by means of false representations?


 


		 ̈	Yes.
                                         If yes, please explain:


 


	 	 
	 	 
	 	 
	 	 
	 	 


 


		 ̈	No.


 




    	 	A-4	 



     

    

 


III. The undersigned is informed of the
significance to the Company of the foregoing representations and answers contained in this Questionnaire contained herein and
such answers have been provided under the assumption that the Company will rely on them.


 


IV. In furnishing the above information,
the undersigned acknowledges that the Company will be relying thereon in determining, among other things, whether there are reasonable
grounds to believe that the undersigned qualifies as a Purchaser under Section 4(a)(2) and/or Regulation D of the Securities Act
of 1933 and applicable state securities laws for the purposes of the proposed investment.


 


V. The undersigned understands and agrees
that the Company may request further information of the undersigned in verification or amplification of the undersigned’s
knowledge of business affairs, the undersigned’s assets and the undersigned’s ability to bear the economic risk involved
in an investment in the securities of the Company.


 


VI. The undersigned represents to you
that (a) the information contained herein is complete and accurate on the date hereof and may be relied upon by you, (b) the undersigned
will notify you immediately of any change in any such information occurring prior to the acceptance of the subscription and will
promptly send you written confirmation of such change. The undersigned hereby certifies that he, she or it has read and understands
the Subscription Agreement related hereto and (c) the undersigned acknowledges that you may be required to publicly disclose the
information provided in this Questionnaire and that he or it consents to such public disclosure.


 


VII. INFORMATION VERIFICATION CONSENT.


 


BY SIGNING THIS QUESTIONNAIRE,
SUBSCRIBER HEREBY GRANTS THE COMPANY PERMISSION TO REVIEW ALL PUBLICLY AVAILABLE INFORMATION REGARDING SUBSCRIBER, INCLUDING,
BUT NOT LIMITED TO INFORMATION PROVIDED BY THE OFFICE OF FOREIGN ASSETS CONTROL (“OFAC”) FOR THE PURPOSE OF
VERIFYING INFORMATION PROVIDED BY SUBSCRIBER HEREIN.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	A-5	 



     

    

 


INVESTOR
QUESTIONNAIRE EXECUTION PAGE


 


	 	 	 
	Signature	 	Signature (if purchasing
    jointly)
	 	 	 
	 	 	 
	Name Typed or Printed	 	Name Typed or Printed
	 	 	 
	 	 	 
	Entity Name	 	Entity Name
	 	 	 
	 	 	 
	Address	 	Address
	 	 	 
	 	 	 
	City, State and Zip
    Code	 	City, State and Zip
    Code


 




    	 	A-6	 



     

    

 


EXHIBIT
B


 


DEFINITION
OF ACCREDITED INVESTOR


 


“Accredited
investor” means any person who comes within any of the following categories, or who the Company reasonably believes
comes within any of the following categories, at the time of the sale of the Shares to that person:


 


		1.	Any bank as defined in Section 3(a)(2)
                                         of the Securities Act, or any savings and loan association or other institution as defined
                                         in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary
                                         capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange
                                         Act of 1934; any insurance company as defined in Section 2(13) of the Securities Act;
                                         any investment company registered under the Investment Company Act of 1940 or a business
                                         development company as defined in Section 2(a)(48) of that Act; any Small Business Investment
                                         Company licensed by the U.S. Small Business Administration under section 301(c) or (d)
                                         of the Small Business Investment Act of 1958; any plan established and maintained by
                                         a state, its political subdivisions, or any agency or instrumentality of a state or its
                                         political subdivisions, for the benefit of its employees, if such plan has total assets
                                         in excess of $5,000,000; any employee benefit plan within the meaning of the Employee
                                         Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary,
                                         as defined in Section 3(21) of such Act, which is either a bank, savings and loan association,
                                         insurance company, or registered investment adviser, or if the employee benefit plan
                                         has total assets in excess of $5,000,000 or, if a self-directed plan, with investment
                                         decisions made solely by persons that are accredited investors;



 


		2.	Any private business development
                                         company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;



 


		3.	Any organization described in Section
                                         501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business
                                         trust, or partnership, not formed for the specific purpose of acquiring the Shares offered,
                                         with total assets in excess of $5,000,000;



 


		4.	Any director, executive officer,
                                         or general partner of the issuer of the Company, or any director or executive officer
                                         of the Company;



 


		5.	Any natural person whose individual
                                         net worth, or joint net worth with that person’s spouse, at the time of his purchase
                                         exceeds $1,000,000, provided
                                         that for purposes of this item 5, “net worth” means the excess
                                         of total assets at fair market value (including personal and real property, but
                                         excluding the value of a person’s primary home) over total liabilities
                                         (excluding any mortgage on the primary home in an amount of up to the home’s fair
                                         market value, but including any mortgage amount in excess of the home’s fair market
                                         value);



 


		6.	Any natural person who had an individual
                                         income in excess of $200,000 in each of the two most recent years or joint income with
                                         that person’s spouse in excess of $300,000 in each of those years and has a reasonable
                                         expectation of reaching the same income level in the current year, provided
                                         that for purposes of this item 6, “income’’ means annual
                                         adjusted gross income, as reported for federal income tax purposes, plus (a) the amount
                                         of any tax-exempt interest income received; (b) the amount of losses claimed as a limited
                                         partner in a limited partnership; (c) any deduction claimed for depletion; (d) amounts
                                         contributed to an IRA or Keogh retirement plan; (e) alimony paid; and (f) any amount
                                         by which income from long-term capital gains has been reduced in arriving at adjusted
                                         gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code
                                         of 1986, as amended;



 


		7.	Any trust with total assets in excess
                                         of $5,000,000, not formed for the specific purpose of acquiring the Shares offered, whose
                                         purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii); and



 


		8.	Any entity in which all of the equity
                                         owners are accredited investors.



 



    	 	B-7