Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT




CGN NANOTECH, INC.


 


The
undersigned (the "Purchaser") hereby irrevocably subscribes for and agrees to purchase the number of shares of
common stock, par value $0.0001 per share (the “Shares”) of CGN Nanotech, Inc. (the "Company"), a
Nevada company, disclosed on the signature page to this Agreement, at a price of US$1.28 per share for the
aggregate price disclosed on signature page of this Agreement (U.S. dollars) (the "Funds") pursuant to the
Company’s registration statement on Form S-1 initially filed with the Securities and Exchange Commission (the
“SEC”) on _________, 2015 and declared effective on ___________, 2015 (the “Registration Statement”).
Together with this Securities Purchase Agreement, the Purchaser is delivering to the Company the full amount of the purchase
price for the Shares in respect of which it is subscribing.


 


1.
Terms. The Company is offering up to 1,000,000 shares of common stock (the "Offering"). Funds from this
Offering will be placed in a separate, non-interest bearing bank account. This account is not an escrow, trust or similar account.
There is no minimum amount of subscription required per investor, and subscription, once received, is irrevocable. Any Funds received
by the Company will be immediately available for the Company use.


 


2.
Purchaser's Representation and Warranties. In order to induce the Company to accept this subscription, the Purchaser
hereby represents and warrants to, and covenants with, the Company as follows:


 


A.
The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and
this Agreement is a legally binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms;
and


 


B.
The Purchaser agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Act.


 


C.
The Purchaser is purchasing the Shares for the Purchaser’s own account.


 


D.
The Purchaser has had the opportunity to ask and receive answers to any and all questions the Purchaser had with respect to the
Company, its Registration Statement, its business plan, management and current financial condition.  The Purchaser acknowledges
that the Company is newly organized, does not have an operating history. The Purchaser is capable of evaluating the merits and
risks involved in an investment in the Shares. The Purchaser hereby acknowledges that an investment in the Shares entails a number
of very significant risks and the Purchaser is able to withstand the total loss of its investment.  The Purchaser acknowledges
that the Company has recommended that each Purchaser obtain independent legal and financial advice prior to subscribing.


 


E.
Except as set forth in this Agreement, no representations or warranties have been made to the Purchaser by the Company or any
agent, employee or affiliate of the Company and in entering into this transaction the Purchaser is not relying upon any information,
other than that contained in this Agreement and the result of independent investigation by the Purchaser.


 


F.
The Purchaser hereby acknowledges receipt of a copy of the prospectus under the Registration Statement relating to this offering
and the Shares (the “Prospectus”), which is on file with the SEC. The Purchaser represents and warrants that, in making
his/her/its decision in investing the Shares, he/she/it is not relying on any representation other that those contained in the
Prospectus.


 


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


 


A.
The Company is duly incorporated under the laws of the State of Nevada and is in good standing in accordance with all applicable
federal and state laws;


 


B.
The execution, delivery and performance of this Agreement by the Company and the performance of its obligations hereunder do not
and will not constitute a breach or violation of any of the terms and provisions of, or constitute a default under or conflict
with or violate any provisions of (i) the Company's Articles of Incorporation or By-laws, (ii) any indenture, mortgage, deed of
trust, agreement or any instrument to which the Company is a party or by which it or any of its property is bound, (iii) any applicable
statute or regulation, or (iv) any judgment, decree or order of any court or government body having jurisdiction over the
Company or any of its property;


 






    	 



    	 



    

 


C.
The execution, delivery and performance of this Agreement and the consummation of the issuance of the Shares and the transactions
contemplated by this Agreement are within the Company's corporate powers and have been duly authorized by all necessary corporate
and stockholder action on behalf of the Company;


 


D.
There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending
or, to the knowledge of the Company, threatened against or affecting the Company or any of its properties, which might result
in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects
of the Company, or which might materially and adversely affect the properties or assets thereof;


 


E.
The Company is not in default in the performance or observance of any material obligation agreement, covenant or condition contained
in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which
it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company
of its obligations under this Agreement will conflict with or result in the breach or violation of any of the terms or provisions
of, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties of the Company
under any material deed of trust or other material agreement or instrument to which the Company is party or by which it is bound
or any statute or the Articles of Incorporation or By-laws of the Company, or any decree, judgment, order, ruling or regulation
of any court or government agency or body having jurisdiction over the Company or its properties;


 


F.
There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been
disclosed in writing to the Purchaser that (i) could reasonably be expected to have a material adverse effect on the condition
(financial or otherwise) or on the earnings, business affairs, business prospects, properties or assets of the Company, or (ii)
could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant
to this Agreement.


 


4.
Non-Binding Until Accepted. The Purchaser understands that this subscription is not binding upon the Company until
the Company accepts it, which acceptance is at the sole discretion of the Company and is to be evidenced by the Company's execution
of this Agreement where indicated. The funds advanced by the Purchaser can be used by the Company immediately upon acceptance
of the subscription.


 


5.
Non-Assignability. Neither this Agreement nor any of the rights of the Purchaser hereunder may be transferred or assigned
by the Purchaser.


 


6.
Modification/Entire Agreement. 


 


This
Agreement:


 


	 	a)	may
    only be modified by a written instruction executed by the Purchaser and the Company;


 


	 	b)	sets
    forth the entire agreement of the Purchaser and the Company with respect to the subject matter hereof; and


 


	 	c)	shall
    ensure to the heirs, legal representatives, successors and permitted assigns.


 


7.
Governing Law. This Agreement will be construed and enforced in accordance with and governed by the laws of the State
of Nevada.


 


8.
Notices. All Notices or other communication hereunder shall be in writing and shall be deemed to have been duly given
if delivered personally (including courier service) or mailed by certified or registered mail, return receipt requested, postage
prepaid.


 


IN
WITNESS WHEREOF the Purchaser has executed this Securities Subscription Agreement on the date set forth below.


 


[Signature
Page Follows]


 






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The
Purchaser hereby subscribes for _______ shares of CGN Nanotech, Inc., on the terms and conditions of this Agreement and agrees
to pay the Funds and delivers herewith a certified check, money order or bank wire transfer in the sum of $___________ (U.S.)
made payable to the Company.


 


DATED: _________


 


(sign
below if subscriber is an individual)


 


SIGNED,
SEALED AND DELIVERED


by the Subscriber:


 


	 	 	 	 
	 Name:	 	Street
    Address	 


 


	 	 	 	 
	Citizenship
    and ID (EIN or SSN, if a U.S. person)	 	City,
    State, Postal Code	 
	 	 	 	 
	 	 	 	 
	 	 	Country	 


  


(sign
below if subscriber is a corporation)


 


	EXECUTED by:	 	 	 
	 	 	 	 
	 	 	 	 
	Name
    of Corporation	 	Authorized
    Signatory	 
	 	 	 	 
	By:	 	 	 
	Name:	 	 	 
	Title:	 	 	 


 


ACCEPTANCE
BY THE COMPANY


 


CGN
Nanotech, Inc.


 


		 
	Name:	 
	Title:	 


 


This
Agreement is accepted by the Company as of the _______, 2015.


 


 


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