Exhibit 10.1


 


STOCK
PURCHASE AGREEMENT


 


This
Stock Purchase Agreement (“Agreement”), dated August 6, 2021 (“Effective Date”), is by and between LOGIQ, Inc.
(the “Company”) and _______________________ (the “Investor”).


  


		1.	The
                                            Company and Investor are executing and delivering this Agreement in reliance upon: (i) a
                                            Registration Statement and Base Prospectus filed with the United States Securities and Exchange
                                            Commission (“Commission”) on August 17, 2020 on Form S-3; and (ii) a Prospectus
                                            Supplement to be filed with the Commission within two business days of the closing of this
                                            investment pursuant to Rule 424(b)(5), with both documents bearing Registration Number 333-248069.



  


		2.	The
                                            parties desire that, upon the terms contained in this Agreement, the Company shall issue
                                            and sell to Investor, and Investor shall purchase for $2.40 (“Purchase Price”),
                                            __________________ registered shares of common stock, par value $0.0001 per share, of the
                                            Company (“Shares”).



  


		3.	Closing
                                            Date. The “Closing Date” shall be the date that the Purchase Price is transmitted
                                            by wire transfer or otherwise credited to or for the benefit of the Company. The consummation
                                            of the transaction set forth in this Agreement (“Closing”) shall take place at
                                            any location agreed to between the parties and upon the satisfaction or waiver of all conditions
                                            to Closing set forth in this Agreement.



  


		4.	Closing.
                                            On the Closing Date Investor shall purchase and the Company shall sell the Shares to Investor.



  


		5.	Purchased
                                            Shares. On the Closing Date, or as directed by Investor, the Company shall issue and deliver
                                            the Shares to Investor.



 


		6.	Status
                                            of the Company and Matters Related to this Agreement.



  


		a.	Due
                                            Incorporation. The Company is a corporation duly incorporated, validly existing and in good
                                            standing under the laws of the jurisdiction of its incorporation and has the requisite corporate
                                            power to own its properties and to carry on its business as presently conducted. The Company
                                            is duly qualified as a foreign corporation to do business and is in good standing in each
                                            jurisdiction where the nature of the business conducted, or property owned by it, makes such
                                            qualification necessary, other than those jurisdictions in which the failure to so qualify
                                            would not have a Material Adverse Effect. For purposes of this Agreement, a “Material
                                            Adverse Effect” shall mean a material adverse effect on the financial condition, results
                                            of operations, prospects, properties or business of the Company and its Subsidiaries taken
                                            as a whole. For purposes of this Agreement, “Subsidiary” means any corporation
                                            which more than 30% of the outstanding capital stock having (in the absence of contingencies)
                                            ordinary voting power to elect a majority of the Company’s Board of Directors (“Board”).
                                            As of the Closing Date, each Subsidiary of the Company is set forth on Schedule 6(a) to this
                                            Agreement.



  






    


    


    

 


		b.	Outstanding
                                            Stock. All issued and outstanding shares of common stock of the Company and any Subsidiary
                                            have been duly authorized and validly issued and are fully paid and non-assessable.



   


		c.	Authority;
                                            Enforceability. This Agreement has been duly authorized, executed and delivered by the Company.
                                            The Company has full corporate power and authority necessary to deliver this Agreement and
                                            to perform the obligations set forth in this Agreement.



 


		d.	Capitalization
                                            and Additional Issuances of Common Stock. As of the date of this Agreement, the authorized
                                            and outstanding number of shares of common stock of the Company (not including the Shares)
                                            is set forth on Schedule 6(d) to this Agreement. There are no outstanding agreements or preemptive
                                            or similar rights affecting the common stock of the Company and no outstanding rights, warrants
                                            or options to acquire, or instruments convertible into or exchangeable for, or agreements
                                            or understandings with respect to the sale or issuance of any common stock of the Company
                                            or other equity interest in the Company except as described on Schedule 6(d) to this Agreement.
                                            The common stock, options, warrants, agreements and other rights to acquire equity of the
                                            Company is set forth on Schedule 6(d) to this Agreement. The only officer, director, employee
                                            and consultant stock option or stock incentive plan in effect or contemplated by the Company
                                            as of the date of this Agreement is described on Schedule 6(d) to this Agreement.



 


		e.	Consents.
                                            No consent, approval, authorization or order of any court, governmental agency, body or arbitrator
                                            having jurisdiction over the Company or any Subsidiary, the OTC Markets Group, Inc. or the
                                            Company’s shareholders is required for the sale of the Shares in accordance with this Agreement.



  


		f.	Stop
                                            Orders. There are no stop orders in effect from the United States Securities and Exchange
                                            Commission (“Commission”) or any state securities commission or any other regulatory
                                            authority of any stop order or of any order preventing or suspending any offering of the
                                            common stock of the Company, or of the suspension of the qualification of the common stock
                                            of the Company for offering or sale in any jurisdiction or the initiation of any proceeding
                                            for any such purpose. If any such stop order is issued, the Company will promptly notify
                                            ______________.



 


		g.	Books
                                            and Records. From the date of this Agreement and until the Closing, the Company shall keep
                                            records and books of account in which full, true and correct entries will be made of all
                                            dealings or transactions in relation to its business and affairs in accordance with generally
                                            accepted accounting principles applied in the United States on a consistent basis.



 


		h.	Governmental
                                            Authorities. From the date of this Agreement and until the Closing, the Company shall duly
                                            observe and conform in all material respects to all valid requirements of governmental authorities
                                            relating to the conduct of its business, properties and assets.



 






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		7.	Miscellaneous.



  


a. Notices. All notices, requests and demands to or upon a party to this Agreement (“Notice”), to be effective, shall be in
writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt;
(iii) by overnight courier; or (iv) by email and shall be deemed to have been validly served, given delivered and received: (x) on
the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (y) one
business day after deposit with an overnight courier; or (z) in the case of email notice, when sent. Notices shall be addressed as
follows:


 


LOGIQ
INC.


85
Broad Street, 16-079


New
York, NY 10004


Attn:
Brent Suen, President


Email:
brent@logiq.com


 


INVESTOR


 


	 	_____________________
	 	_____________________
	 	_____________________
	 	Attn: _________________
	 	Email: ________________


 


b. Counterparts and Execution. This Agreement may be executed in any number of counterparts and by the different signatories to this Agreement
on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one
and the same instrument. This Agreement may be delivered by facsimile or email transmission.


  


[Signature
Page Follows]


 




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The
parties have executed this Agreement as of the Effective Date.


  


	LOGIQ, INC.	 	 
	 	 	 
	By: __________________________________	 	 
	Printed Name: Brent Suen  	 	 
	Title: President	 	 
	 	 	 
	INVESTOR: ___________________________	 	 
	 	 	 
	By: ___________________________________	 	 
	Printed Name: ____________________  	 	 
	Title (if any): _______________	 	 


 


  


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