Exhibit 10.5


 





VOTING AGREEMENT


 


This VOTING AGREEMENT,
dated as of May ____, 2020 (this “Agreement”), by and between BOQI International Medical Inc., a Delaware corporation
with offices located at Room 3601, Building A, Harbour View Place, No. 2 Wuwu Road, Zhongshan District, Dalian, Liaoning Province,
P. R. China, 116000 (the “Company”) and Mr. Yongquan Bi (the “Stockholder”).


 


WHEREAS, the Company
and certain investors (each, an “Buyer”, and collectively, the “Buyers”) have entered into that certain
Securities Purchase Agreement, dated as of May ___, 2020 (the “Securities Purchase Agreement”), pursuant to which,
among other things, the Company has agreed to issue and sell to the Buyers and the Buyers have, severally but not jointly, agreed
to purchase (i) the Notes (as defined in the Securities Purchase Agreement) which will be convertible into Conversion Shares (as
defined in the Securities Purchase Agreement), and (ii) the Warrants (as defined in the Securities Purchase Agreement) which will
be exercisable to purchase Warrant Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the
Warrants;


 


WHEREAS, as of the
date hereof, the Stockholder owns shares of 1,500,000 (the “Stockholder Shares”), which represent (i) approximately
14.72% of the total issued and outstanding common stock of the Company, and (ii) approximately 14.72% of the total voting power
of the Company; and


 


WHEREAS, as a condition
to the willingness of the Buyers to enter into the Securities Purchase Agreement and to consummate the transactions contemplated
thereby (collectively, the “Transaction”), the Buyers have required that the Stockholder agree, and in order to induce
the Buyers to enter into the Securities Purchase Agreement, the Stockholder has agreed, to enter into this Agreement with respect
to all the Stockholder Shares now owned and which may hereafter be acquired by the Stockholder and any other securities of the
Company (the “Other Securities”, and together with the Stockholder Shares, the “Stockholder Securities”),
if any, which Stockholder is currently entitled to vote, or after the date hereof becomes entitled to vote, at any meeting of the
Stockholders of the Company.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby,
the parties hereto hereby agree as follows:


 


1. VOTING AGREEMENT OF THE STOCKHOLDER


 


1.01. Voting Agreement.
Subject to the last sentence of this Section 1.01, the Stockholder hereby agrees that at any meeting of the Stockholders of the
Company, however called, the Stockholder shall vote the Stockholder Securities, which Stockholder is currently entitled to vote,
or after the date hereof becomes entitled to vote, at any meeting of the Stockholders of the Company: (a) in favor of the Stockholder
Approval (as defined in the Securities Purchase Agreement), as described in Section 4(z) of the Securities Purchase Agreement;
and (b) against any proposal or any other corporate action or agreement that would result in a breach of any covenant, representation
or warranty or any other obligation or agreement of the Company under the Transaction Documents (as defined in the Securities Purchase
Agreement) or which could result in any of the conditions to the Company’s obligations under the Transaction Documents not
being fulfilled. The Stockholder acknowledges receipt and review of a copy of the Securities Purchase Agreement and the other Transaction
Documents. The obligations of the Stockholder under this Section 1.01 shall terminate immediately following the occurrence of the
Stockholder Approval.


 






     


     


    

 


2. REPRESENTATIONS AND WARRANTIES OF THE
STOCKHOLDER


 


The Stockholder hereby
represents and warrants to the Company and each of the Buyers as follows:


 


2.01. Authority Relative
to this Agreement. The Stockholder has all requisite power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered
by the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder
in accordance with its terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or similar laws now or hereafter in effect relating to, or affecting generally, the enforcement
of creditors’ and other obligees’ rights and (b) where the remedy of specific performance or other forms of equitable
relief may be subject to certain equitable defenses and principles and to the discretion of the court before which the proceeding
may be brought.


 


2.02. No Conflict.


 


(a) The execution
and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder shall not,
(i) conflict with or violate any federal, state or local law, statute, ordinance, rule, regulation, order, judgment or decree applicable
to the Stockholder or by which the Stockholder Securities owned by the Stockholder are bound or affected or (ii) result in any
breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance
on any of the Stockholder Securities owned by the Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise or other instrument or obligation to which the Stockholder is a party or by which the Stockholder
or the Stockholder Securities owned by the Stockholder is bound.


 


(b) The execution
and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder shall not,
require any consent, approval, authorization or permit of, or filing with or notification to, any governmental entity by the Stockholder.


 






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2.03. Title to the
Stock. As of the date hereof, the Stockholder is the owner of the Stockholder Shares, which are entitled to vote, without restriction,
on all matters brought before holders of capital stock of the Company, which Stockholder Shares represent on the date hereof approximately
[ ]% of the outstanding [ ] and approximately [ ]% of the voting power of the Company. Such Stockholder Shares are all the securities
of the Company owned, either of record or beneficially, by the Stockholder. Such Stockholder Shares are owned free and clear of
all Encumbrances (as defined below). The Stockholder has not appointed or granted any proxy, which appointment or grant is still
effective, with respect to the Stockholder Securities owned by the Stockholder.


 


3. COVENANTS


 


3.01. No Disposition
or Encumbrance of Stock. The Stockholder hereby covenants and agrees that the Stockholder shall not offer or agree to sell, transfer,
tender, assign, hypothecate or otherwise dispose of, grant a proxy or power of attorney with respect to, or create or permit to
exist any security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on the Stockholder’s
voting rights, charge or other encumbrance of any nature whatsoever (“Encumbrance”) with respect to the Stockholder
Securities, directly or indirectly, or initiate, solicit or encourage any person to take actions which could reasonably be expected
to lead to the occurrence of any of the foregoing.


 


3.02. Company Cooperation.
The Company hereby covenants and agrees that it will not, and the Stockholder irrevocably and unconditionally acknowledges and
agrees that the Company will not (and waives any rights against the Company in relation thereto), recognize any Encumbrance or
agreement (other than this Agreement) on any of the Stockholder Securities subject to this Agreement.


 


4. MISCELLANEOUS


 


4.01. Further Assurances.
The Stockholder shall execute and deliver such further documents and instruments and take all further action as may be reasonably
necessary in order to consummate the transactions contemplated hereby.


 


4.02. Specific Performance.
The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in
accordance with the terms hereof and that any Buyer (without being joined by any other Buyer) shall be entitled to specific performance
of the terms hereof, in addition to any other remedy at law or in equity. Any Buyer shall be entitled to its reasonable attorneys’
fees in any action brought to enforce this Agreement in which it is the prevailing party.


 


4.03. Entire Agreement. This Agreement
constitutes the entire agreement between the Company and the Stockholder (other than the Securities Purchase Agreement and the
other Transaction Documents) with respect to the subject matter hereof and supersedes all prior agreements and understandings,
both written and oral, among the Company and the Stockholder with respect to the subject matter hereof.


 






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4.04. Amendment. This
Agreement may not be amended except by an instrument in writing signed by the parties hereto.


 


4.05. Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of this Agreement is not affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable
manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.


 


4.06. Governing Law.
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in the Borough of Manhattan in the City of New York, New York, for the adjudication of any dispute hereunder or in connection herewith
or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action
or proceeding is improper. The parties consent to the jurisdiction and venue of the foregoing courts and consent that any process
or notice of motion or other application to any of said courts or a judge thereof may be served inside or outside the State of
New York or the Southern District of New York by registered mail, return receipt requested, directed to the party being served
at its address set forth on the signature ages to this Agreement (and service so made shall be deemed complete three (3) days after
the same has been posted as aforesaid) or by personal service or in such other manner as may be permissible under the rules of
said courts. Each of the Company and the Stockholder irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding brought in such a court and
any claim that suit, action, or proceeding has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


4.07. Termination.
This Agreement shall automatically terminate immediately following the occurrence of the Stockholder Approval.


  


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IN WITNESS WHEREOF, the Stockholder and the Company have duly
executed this Voting Agreement as of the date first written above.


 


	BOQI International Medical Inc.	 
	 	 	 
	By:	                  	 
	Name:	 	 
	Title:	 	 
	 	 	 
	STOCKHOLDER:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


 




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