Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (the “Agreement”) is dated as of May __, 2020 by and among Golden Bull Limited, a company organized
under the laws of the Cayman Islands, (the “Company”),and individuals listed in Exhibit B hereto and
each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).


 


RECITALS


 


WHEREAS, the Company
and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities
registration afforded by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and/or Regulation S (“Regulation
S”) as promulgated under the Securities Act;


 


WHEREAS, the Company
is offering certain of its ordinary shares, par value $0.01 per share (the “Shares”) at price of $ 0.80 per share to
the Purchasers;


 


WHEREAS, the Company
is offering up to 21,500,000 Shares to the Purchasers listed in Exhibit B, who severally but not jointly, enter into this Agreement
and make representations and warranties hereunder;


 


WHEREAS, each Purchaser
is a “non-US person” as defined in Regulation S, acquiring the Shares solely for its own account for the purpose of
investment;


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:


 




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ARTICLE I


 


Purchase and Sale of the Shares


 


Section 1.1 Purchase
Price and Closing.


 


(a) Subject
to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration of and in express
reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers collectively under
this Agreement agree to purchase up to 21,500,000 Shares at a price of $ 0.80 per Share for an aggregate purchase price of $17,200,000.
The number of Shares and the dollar amount (the “Purchase Price”) under this individual Agreement is set forth on the
signature page to this Agreement.


 


(b) Subject
to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Shares (each a “Closing”)
shall take place at such location as mutually agreed to by the Partiers, on the date of the occurrence of completion of and receipt
by the Company of the Purchase Price as set forth in section 1.1(a) above (each a “Closing Date”).


 


(c) Subject
to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to the
Purchaser (i) a certificate for such number of Shares,
or electronic transfer of Shares under book entry; (ii) a countersigned copy of this Agreement, and (iii) any other documents required
to be delivered pursuant to this Agreement. At
the time of the Closing, the Purchaser shall have delivered its Purchase Price by wire transfer pursuant to the wire information
contained in this Agreement, by USD Coin, or by check. 


 


ARTICLE II


 


Representations and Warranties


 


Section 2.1 Representations
and Warranties of the Company and its Subsidiaries. The Company hereby represents and warrants to the Purchaser on behalf of
itself, its Subsidiaries (as hereinafter defined), as of the date hereof (except as set forth on the Schedule of Exceptions attached
hereto with each numbered Schedule corresponding to the section number herein), as follows:


 


(a) Organization,
Good Standing and Power. The Company is a corporation or other entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable) and has the requisite
corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted.


 






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(b) Power;
Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform its
obligations under this Agreement, and to issue and sell
the Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate
action. This Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally
the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.


 


(c) Capitalization.
The authorized capital stock of the Company and the shares


there of currently issued and outstanding
as of May 18,2020 is set forth in the on Schedule 2.1(c) hereto, is the authorized and issued and outstanding capital stock of
the Company as at the date hereof.


 


(i) the
Company is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its
equity or debt securities;


 


(ii) the
Company is not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital
stock of the Company.


 


(iii) The
offer and sale of all capital stock, convertible securities, rights, warrants, or options of the Company issued prior to the Closing
complied with all applicable Federal and state securities laws, except where non-compliance would not have a Material Adverse
Effect. The Company has furnished or made available to
the Purchaser true and correct copies of the Company’s Memorandum and Articles of Association, as amended and in effect on
the date hereof (the “M&A”).


 


(iv) No
shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company;


 


(v) there
are no outstanding debt securities;


 


(vi) there
are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries,
or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound
to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital
stock of the Company or any of its Subsidiaries;


 


(vii) there
are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of
their securities under the 1933 Act;


 






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(viii) there
are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and
there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become
bound to redeem a security of the Company or any of its Subsidiaries;


 


(ix) there
are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities
as described in this Agreement;


 


(x) the
Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement;
and


 


(xi) there
is no dispute as to the classification of any shares of the Company’s capital stock.


 


(d) Issuance
of Shares. The Shares to be issued at the Closing have been duly authorized by all necessary corporate action and the Shares,
when paid for or issued in accordance with the terms hereof, shall be validly issued and outstanding, fully paid.


 


(e) Commission
Documents. Except as set forth in Schedule 2.1 (e), the Company has filed all reports, schedules, forms, statements and other
documents required to be filed by it with the U.S. Securities and Exchange Commission (the “Commission” or “SEC”)
pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
including the Form 20-F , Forms 6-K and other materials
filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference
therein being referred to herein as the “Commission Documents”). The Company has not provided to the Purchaser
any material non-public information or other information which, according to applicable law, rule or regulation, was required to
have been disclosed publicly by the Company but which has not been so disclosed, other than (i) with respect to the transactions
contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality agreement signed by the Purchaser. At the
time of the respective filings, the Commission Documents complied in all material respects with the requirements of the Exchange
Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations
applicable to such documents. None of Commission Documents contained, at the time they were filed, any untrue statement of a material
fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light
of the circumstances under which they were made, not misleading.


 


(f) No
Undisclosed Events or Circumstances. To the Company’s knowledge, no event or circumstance has occurred or exists with
respect to the Company, the Subsidiaries or their respective businesses, properties, operations or financial condition, which,
under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly
announced or disclosed. other than those incurred in the ordinary course of the Company’s and the Subsidiaries’ respective
businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect.


 






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(g) Title
to Assets. Except where non-compliance would not have a Material Adverse Effect, each
of the Company and its Subsidiaries has good and marketable title to (i) all properties and assets purportedly owned or used by
them as reflected in the Financial Statements, (ii) all properties and assets necessary for the conduct of their business as currently
conducted, and (iii) all of the real and personal property reflected in the Financial Statements free and clear of any Lien. All
leases are valid and subsisting and in full force and effect.


 


(h) Compliance
with Law. The Company has all material franchises, permits, licenses, consents and other governmental or regulatory authorizations
and approvals necessary for the conduct of their respective business as now being conducted by it unless the failure to possess
such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals, individually or
in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


(i) No Violation.
The business of the Company is not being conducted in violation of any Federal, United States laws, or rules, regulations and ordinances
of any of any governmental entity, except for possible violations which singularly or in the aggregate could not reasonably be
expected to have a Material Adverse Effect. The Company is not required under Federal, United states law, rule or regulation to
obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order
for it to execute, deliver or perform any of its obligations under this Agreement, or issue and sell the Shares in accordance with
the terms hereof or thereof (other than (x) any consent, authorization or order that has been obtained as of the date hereof, (y)
any filing or registration that has been made as of the date hereof or (z) any filings which may be required to be made by the
Company with the Commission or state securities administrators subsequent to the Closing.).


 


(j) No Conflicts.
The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions
contemplated herein and therein do not and will not (i) violate any provision of the Company’s M&A, (ii) conflict with,
or constitute a default (or an event which 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, any agreement, mortgage, deed of trust, indenture, note,
bond, license, lease agreement, instrument or obligation to which the Company is a party or by which it or its properties or assets
are bound, (iii) create or impose a lien, mortgage, security interest, pledge, charge or encumbrance (collectively, “Lien”)
of any nature on any property of the Company under any agreement or any commitment to which the Company is a party or by which
the Company is bound or by which any of its respective properties or assets are bound, or (iv) result in a violation of any federal,
United states, statute, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations)
applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries
are bound or affected, provided, however, that, excluded from the foregoing in all cases are such conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material
Adverse Effect.


 






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(k) Intellectual
Property. Each of the Company owns or has the lawful right to use all patents, trademarks, domain names (whether or not registered)
and any patentable improvements or copyrightable derivative works thereof, websites and intellectual property rights relating thereto,
service marks, trade names, copyrights, licenses and authorizations, and all rights with respect to the foregoing, which are necessary
for the conduct of their respective business as now conducted without any conflict with the rights of others, except where the
failure to so own or possess would not have a Material Adverse Effect. None of the Company’s trademarks, trade names, service
marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government
authorizations, trade secrets or other intellectual property rights necessary to conduct its business as now or as proposed to
be conducted have expired or terminated, or are expected to expire or terminate within two (2) years from the date of this Agreement.
The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of trademark,
trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations,
trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information
by others and, except as set forth in the Commission Documents, there is no claim, action or proceeding being made or brought against,
or to the Company’s knowledge, being threatened against, the Company or its Subsidiaries regarding trademark, trade name,
patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or
other infringement; and the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any
of the foregoing. The Company and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy,
confidentiality and value of all of their intellectual properties.


 


(l) Books
and Record Internal Accounting Controls. Except as may have otherwise been disclosed in the Commission Documents, the books and
records of the Company accurately reflect in all material respects the information relating to the business of the Company and
the Subsidiaries, the location and collection of their assets, and the nature of all transactions giving rise to the obligations
or accounts receivable of the Company, or the Subsidiaries. Except as disclosed in the Company’s Commission Documents or
on Schedule 2.1(l), in the judgment of the Company, to provide reasonable assurance that (i) transactions are executed in accordance
with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in
accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences.


 






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As of their respective
dates, the financial statements of the Company included in the Commission Documents complied as to form in all material respects
with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial
statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public
Companies Accounting Oversight Board (“PCAOB”) consistently applied, during the periods involved (except (i) as may
be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements,
to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects
the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided
by or on behalf of the Company to the Purchaser which is not included in the Commission Documents, contains any untrue statement
of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance
under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors,
employees or agents have provided the Purchaser with any material, nonpublic information which was not publicly disclosed prior
to the date hereof and any material, nonpublic information provided to the Purchaser by the Company or its Subsidiaries or any
of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to
such Closing Date.


 


(m) Material
Agreements. Any and all written or oral contracts, instruments, agreements, commitments, obligations, plans or arrangements,
the Company and the Subsidiaries is a party to, that a copy of which would be required to be filed with the Commission as an exhibit
to a registration statement on Form F-1 (collectively, the “Material Agreements”) if the Company were registering
securities under the Securities Act has previously been publicly filed with the Commission in the Commission Documents. Each of
the Company and the Subsidiaries has in all material respects performed all the obligations required to be performed by them to
date under the foregoing agreements, have received no notice of default and are not in default under any Material Agreement now
in effect the result of which would cause a Material Adverse Effect.


 


(n) Transactions
with Affiliates. Except as set forth in the Financial Statements or in the Commission Documents, there are no loans, leases,
agreements, contracts, royalty agreements, management contracts or arrangements or other continuing transactions between (a) the
Company on the one hand, and (b) on the other hand, any officer, employee, consultant or director of the Company or any person
owning any capital stock of the Company or any member of the immediate family of such officer, employee, consultant, director or
stockholder or any corporation or other entity controlled by such officer, employee, consultant, director or stockholder, or a
member of the immediate family of such officer, employee, consultant, director or stockholder.


 


(o) Private
Placement. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 2.2, no registration
under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchaser as contemplated hereby.


 






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(p) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares, will not
be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
under the Investment Company Act of 1940, as amended.


 


(q) Maintenance
Requirements. The Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no
action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Shares under
the Exchange Act nor has the Company received any notification that SEC is contemplating terminating such registration.


For the purpose of
the Agreement, the term “SEC Reports” mean all reports, schedules, forms, statements and other documents required to
be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange
Act, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file
such material),and the foregoing materials, including the exhibits thereto and documents incorporated by reference therein.


 


(r) No
Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 2.2,
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 of any security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Shares to be integrated with prior offerings by the Company for purposes of the Securities Act which would require the registration
of any such securities under the Securities Act. Company has not consummated any financing transaction that has not been disclosed
in a periodic filing or current report with the SEC;


 


(s)
Accountants. The Company’s accounting firm is JLKZ CPA LLP (Wei, Wei & Co.,
LLP and Friedman LLP before January 3, 2020). To the knowledge and belief of the Company, such accounting firm: (i) is a registered
public accounting firm as required by the Exchange Act and (ii) expressed its opinion with respect to the financial statements
included in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019. There are no disagreements
of any kind, including but not limited to any disagreements regarding fees owed for services rendered, presently existing, or
reasonably anticipated by the Company to arise, between the Company and its accountants and lawyers formerly or presently employed
by the Company.


 


(t) Not
a Shell. The Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,”
as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act.


 


(u) Bad
Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on the
basis of being a “bad actor” as that term is established in the September 19, 2013 Small Entity Compliance Guide
published by the Securities and Exchange Commission.


 






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(v) Absence
of Litigation and/or Regulatory Proceedings. Except as set forth in the Commission Documents, to its knowledge, there is no
action, suit, 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 executive officers of Company or any of its Subsidiaries, threatened against or affecting
the Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’
officers or directors in their capacities as such.


 


(w) Employee
Relations. Neither the Company nor any of its Subsidiaries is involved in any dispute nor is any threatened by its employees.
Neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries
believe that relations with their employees are good. No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified
the Company that such officer intends to leave the Company’s employ or otherwise terminate such officer’s employment
with the Company.


 


(x) Insurance.
The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as
management of the Company reasonably believes to be prudent and customary in the businesses in which the Company and its Subsidiaries
are engaged. Neither the Company nor any of its Subsidiaries has been refused any insurance coverage sought or applied for and
neither the Company nor its Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage
as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business
at a cost that would not have a Material Adverse Effect.


 


(y) Tax
Status. The Company and each of its Subsidiaries has made or filed all United States federal and state income and all other
tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the
Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books
provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction,
and the officers of the Company know of no basis for any such claim.


 






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Section 2.2 Representations
and Warranties of the Purchaser. Each Purchaser, severally but not jointly, hereby makes the following representations and
warranties to the Company as of the date hereof:


 


(a) No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by such Purchaser of the transactions contemplated
hereby and thereby or relating hereto do not and will not conflict with, or constitute a default (or an event which 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 any agreement, indenture or instrument or obligation to which such Purchaser is a party or by which its properties
or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or
governmental agency applicable to such Purchaser or its properties (except for such conflicts, defaults and violations as would
not, individually or in the aggregate, have a material adverse effect on such Purchaser). Such Purchaser is not required to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for
it to execute, deliver or perform any of its obligations under this Agreement, provided, that for purposes of the representation
made in this sentence, such Purchaser is assuming and relying upon the accuracy of the relevant representations and agreements
of the Company herein.


 


(b) Status of
Purchaser. The Purchaser is a “non-US person” as defined in Regulation S. The Purchaser further makes the representations
and warranties to the Company set forth on Exhibit A. Such Purchaser is not required to be registered as a broker-dealer
under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer, nor an affiliate of a broker-dealer.


 


(c) Reliance
on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of the Purchaser to acquire the Shares.


 


(d) Information.
The Purchaser and its advisors, if any, have had the opportunity to ask questions of management of the Company and its Subsidiaries
and have been furnished with all information relating to the business, finances and operations of the Company and information relating
to the offer and sale of the Shares which have been requested by the Purchaser or its advisors. Neither such inquiries nor any
other due diligence investigation conducted by the Purchaser or any of its advisors or representatives shall modify, amend or affect
the Purchaser’s right to rely on the representations and warranties of the Company contained herein. The Purchaser understands
that its investment in the Shares involves a significant degree of risk. The Purchaser further represents to the Company that the
Purchaser’s decision to enter into this Agreement has been based solely on the independent evaluation of the Purchaser and
its representatives.


 


(e) Governmental
Review. The Purchaser understands that no United States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Shares.


 






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 (f) Transfer
or Re-sale. The Purchaser understands that the sale or re-sale of the Shares has not been and is not being registered under
the Securities Act or any applicable state securities laws, and the Shares may not be transferred unless (i) the Shares are sold
pursuant to an effective registration statement under the Securities Act, (ii) the Purchaser shall have delivered to the Company
an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to
the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion shall be reasonably acceptable to the Company, (iii) the Shares are sold or transferred to an “affiliate”
(as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of the Purchaser who
agrees to sell or otherwise transfer the Shares only in accordance with this Section 2.2(f) and who is a non-US person, (iv) the
Shares are sold pursuant to Rule 144, or (v) the Shares are sold pursuant to Regulation S under the Securities Act (or a successor
rule) (“Regulation S”). Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares
may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.


 


(g) Legends.
The Purchaser understands that the Shares shall bear a restrictive legend in the form as set forth under Section 5.1 of this Agreement.
The Purchaser understands that, until such time the Shares may be sold pursuant to Rule 144 or Regulation S without any restriction
as to the number of securities as of a particular date that can then be immediately sold, the Shares may bear a restrictive legend
in substantially the form set forth under Section 5.1 (and a stop-transfer order may be placed against transfer of the certificates
evidencing such Securities).


 


(h) Residency.
The Purchaser is a resident of the jurisdiction set forth immediately below such Purchaser’s name on the signature pages
hereto.


 


(i) No
General Solicitation. The purchaser acknowledges that the Shares were not offered to such Purchaser by means of any form of
general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i)
any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast
over television or radio, or (ii) any seminar or meeting to which such Purchaser was invited by any of the foregoing means of communications.


 


(j) Rule
144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities
Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 and
Rule 144A, of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule
144”), and that such person has been advised that Rule 144 and Rule 144A, as applicable, permits resales only under certain
circumstances. Such Purchaser understands that to the extent that Rule 144 or Rule 144A is not available, such Purchaser will be
unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such
registration requirement.


 






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(k) Brokers.
Purchaser does not have any knowledge of any brokerage or finder’s fees or commissions that are or will be payable by the
Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person or entity
with respect to the transactions contemplated by this Agreement.


 


(l) Acquisition
for Investment. The Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for
the its own account for the purpose of investment and not with a view to or for sale in connection with a distribution to anyone.


 


(m)  Independent
Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Shares pursuant to this
Agreement, and such Purchaser confirms that it has not relied on the advice of any other person’s business and/or legal counsel
in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf
of the Company to the Purchaser in connection with the purchase of the Shares constitutes legal, tax or investment advice. Such
Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate
in connection with its purchase of the Securities.




ARTICLE III


 


Covenants


 


The Company covenants
with the Purchaser as follows, which covenants are for the benefit of the Purchaser and its permitted assignees (as defined herein).


 


Section 3.1 Securities
Compliance. The Company shall notify the Commission in accordance with its rules and regulations, of the transactions contemplated
by any of this Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable
law, rule and regulation, for the legal and valid issuance of the Shares to the Purchaser or subsequent holders.


 


Section 3.2 Confidential
Information. The Purchaser agrees that such Purchaser and its employees, agents and representatives will keep confidential
and will not disclose, divulge or use (other than for purposes of monitoring its investment in the Company) any confidential information
which such Purchaser may obtain from the Company pursuant to financial statements, reports and other materials submitted by the
Company to such Purchaser pursuant to this Agreement, unless such information is known to the public through no fault of such Purchaser
or his or its employees or representatives; provided, however, that a Purchaser may disclose such information (i) to its attorneys,
accountants and other professionals in connection with their representation of such Purchaser in connection with such Purchaser’s
investment in the Company, (ii) to any prospective permitted transferee of the Shares, so long as the prospective transferee agrees
to be bound by the provisions of this Section 3.3, or (iii) to any general partner or affiliate of such Purchaser.


 






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Section
3.3 Compliance with Laws. The Company shall comply in all material respects, with all applicable laws, rules, regulations
and orders, except where non-compliance could not reasonably be expected to have a Material Adverse Effect.


 


Section 3.4 Disclosure
of Material Information. The Company covenants and agrees that neither it nor any other person acting on its or their behalf
has provided or, from and after the filing of the Press Release, will provide any Purchaser or its agents or counsel with any information
that the Company believes constitutes material non-public information (other than with respect to the transactions contemplated
by this Agreement), unless prior thereto such Purchaser shall have executed a specific written agreement regarding the confidentiality
and use of such information. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants
in effecting transactions in securities of the Company. At the time of the filing of the Press Release, no Purchaser shall be in
possession of any material, nonpublic information received from the Company, any of its subsidiaries or any of its respective officers,
directors, employees or agents, that is not disclosed in the Press Release. The Company shall not disclose the identity of any
Purchaser in any filing with the SEC except as required by the rules and regulations of the SEC thereunder. In the event of a breach
of the foregoing covenant by the Company, or any of its or their respective officers, directors, employees and agents, in addition
to any other remedy provided herein, a Purchaser may notify the Company, and the Company shall make public disclosure of such material
nonpublic information within two (2) trading days of such notification.


 


Section 3.5 No
Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that
has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities
of the Company.


 


Section 3.6 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would require
the registration under the Securities Act of the sale of the Shares or that would be integrated with the offer or sale of the securities
for purposes of the rules unless shareholder approval is obtained before the closing of such subsequent transaction.


 


Section 3.7 Use
of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder as stated in the Commission Documents
and for working capital purposes and shall not use such proceeds: (a) for the redemption of any Shares, (b) for the settlement
of any outstanding litigation, (c) in violation of FCPA or OFAC regulations, or (d) for the repayment of any debt.


 


Section 3.8 Reporting
Status. Until the date on which the Purchasers shall have sold all of the Shares (the “Reporting Period”), the
Company shall timely file all reports required to be filed with the SEC pursuant to the Exchange Act, and the Company shall not
terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations
thereunder would no longer require or otherwise permit such termination.


 






    -13-


     


    

 


Section 3.9 Stock
Issuance. When issued, the Shares issuable hereunder by the Company will be duly authorized, validly issued, fully paid for
and non-assessable, free and clear of all liens, claims, charges and encumbrances.


 


Section 3.10 Listing.
The Company shall promptly secure the listing of the Shares issuable hereunder upon each national securities exchange or automated
quotation system, if any, upon which shares of Common Stock are listed and, so long as the Purchaser owns any of the Shares, shall
maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Shares. The Company will obtain and,
so long as the Purchaser owns any of the Shares, use best efforts to maintain the listing and trading of its Common Stock on the
Nasdaq Capital Market (“Nasdaq”), and will comply in all respects with the Company’s reporting, filing and other
obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges,
as applicable. The Company shall promptly provide to the Purchaser copies of any notices it receives from Nasdaq and any other
exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock
for listing on such exchanges and quotation systems.


 


Section 3.11 Piggyback
Registration Rights. The Company shall include on the next registration statement the Company files with SEC (or on the subsequent
registration statement if such registration statement is withdrawn) all Shares issuable hereunder.


 


ARTICLE IV


 


CONDITIONS


 


Section 4.1 Conditions
Precedent to the Obligation of the Company to Sell the Shares. The obligation hereunder of the Company to issue and sell the
Shares is subject to the satisfaction or waiver, at or before each Closing, of each of the conditions set forth below. These conditions
are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.


 


(a) Accuracy
of the Purchaser’s Representations and Warranties. The representations and warranties of the Purchaser in this Agreement
shall be true and correct in all material respects as of the date when made and as of each Closing Date as though made at that
time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct
in all material respects as of such date.


 


(b) Performance
by the Purchaser. The Purchaser shall have performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by such Purchaser at or prior to each Closing.


 






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(c) No
Injunction. 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 which prohibits the consummation of any of the transactions
contemplated by this Agreement.


 


(d) Delivery
of Purchase Price. The Purchase Price for the Shares shall have been delivered to the Company on each Closing.


 


(e) Delivery
of this Agreement. This Agreement shall have been duly executed and delivered by the Purchaser to the Company.


 


(f) Receipt
of stock exchange’s Approval. The Company shall receive from stock exchange the approval of the application for the listing
of the Shares.


 


Section 4.2 Conditions
Precedent to the Obligation of the Purchaser to Purchase the Shares. The obligation hereunder of the Purchaser to acquire and
pay for the Shares offered in Offering is subject to the satisfaction or waiver, at or before each Closing, of each of the conditions
set forth below. These conditions are for the Purchaser’s sole benefit and may be waived by such Purchaser at any time in
its sole discretion.


 


(a) Accuracy
of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement
shall be true and correct in all respects as of the date when made and as of each Closing Date as though made at that time, except
for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects
as of such date.


 


(b) Performance
by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to each Closing.


 


(c) No
Injunction. 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 which prohibits the consummation of any of the transactions
contemplated by this Agreement.


 


(d) Resolutions.
The Board of Directors of the Company shall have adopted resolution consistent with Section 2.1(b) hereof in a form reasonably
acceptable to such Purchaser (the “Resolutions”).


 


(e) Listing.
The common stock of the Company shall be listed for trading on the Nasdaq Capital Market , and be in compliance in all respects
with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory
Authority (“FINRA”) and such exchanges, as applicable.


 






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ARTICLE V


 


Stock Certificate Legend


 


Section 5.1 Legend.
Each certificate representing the Shares shall be stamped or otherwise imprinted with a legend substantially in the following form
(in addition to any legend required by applicable state securities or “blue sky” laws):


 


THESE SECURITIES REPRESENTED BY THIS CERTIFICATE
(THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THE SECURITIES WERE ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REDISTRICTIREMENTS OF THE SECURITIES ACT PURSUANT TO REGULATION
S PROMULGATED UNDER IT.THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE UNITED STATES UNLESS REGISTERED
UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT
REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT IS NOT REDISTRICTIRED.FURTHER, HEDGING TRANSACTIONS WITH REGARD TO THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.


 


ARTICLE VI


 


Indemnification


 


Section 6.1 General
Indemnity. The Company agrees to indemnify and hold harmless the Purchaser (and their respective directors, officers, managers,
partners, members, shareholders, affiliates, agents, successors and assigns) from and against any and all losses, liabilities,
deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements)
incurred by the Purchaser as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the
Company herein. The Purchaser, severally but not jointly, agrees to indemnify and hold harmless the Company and its directors,
officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages
and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company
as a result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. The maximum
aggregate liability of Any Indemnifying Party pursuant to its indemnification obligations under this Article VI shall not exceed
the portion of the Purchase Price paid by the Purchaser hereunder. In no event shall any “Indemnified Party” (as defined
below) be entitled to recover consequential or punitive damages resulting from a breach or violation of this Agreement.


 






    -16-


     


    

 


Section 6.2 Indemnification
Procedure. Any party entitled to indemnification under this Article VI (an “Indemnified Party”) will give
written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure
of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of
its obligations under this Article VI except to the extent that the indemnifying party is actually prejudiced by such failure to
give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification
is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified
Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim,
to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying
party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30)
days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise,
at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such
defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In
any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim,
proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of
any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate
fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party which relates to
such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the
defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim,
then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense.
The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written
consent, provided, however, that the indemnifying party shall be liable for any settlement if the indemnifying party
is advised of the settlement but fails to respond to the settlement within thirty (30) days of receipt of such notification. Notwithstanding
anything in this Article VI to the contrary, the indemnifying party shall not, without the Indemnified Party’s prior written
consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation
on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff
to the Indemnified Party of a release from all liability in respect of such claim. The indemnification required by this Article
VI shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are
received or expense, loss, damage or liability is incurred, so long as the Indemnified Party irrevocably agrees to refund such
moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to indemnification.
The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified
Party against the indemnifying party or others, and


 






    -17-


     


    

 


ARTICLE VII


 


Miscellaneous


 


Section 7.1 Fees
and Expenses. Except as otherwise set forth in this Agreement, each party shall pay the fees and expenses of its advisors,
counsel, accountants and other experts, if any, and all other expenses, incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement.


 


Section 7.2 Specific
Enforcement, Consent to Jurisdiction.


 


(a) The
Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement
and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which any
of them may be entitled by law or equity.


 


(b) Each
of the Company and the Purchaser (i) hereby irrevocably submits to the jurisdiction of the United States Federal Court sitting
in the Southern District of New York and the courts of the State of New York located in New York county for the purposes of any
suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby and
(ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process
in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to
it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
The Company hereby appoints Davidoff Hutcher & Citron LLP, with offices at 605 Third Ave, 34th Floor, New York, NY 10158
as its agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.


 


Section 7.3 Entire
Agreement; Amendment. This Agreement contains the entire understanding and agreement of the parties with respect to the matters
covered hereby and, except as specifically set forth herein, neither the Company nor any of the Purchaser makes any representations,
warranty, covenant or undertaking with respect to such matters and they supersede all prior understandings and agreements with
respect to said subject matter, all of which are merged herein. No provision of this Agreement may be waived or amended other than
by a written instrument signed by the Company and the Purchaser, and no provision hereof may be waived other than by a written
instrument signed by the party against whom enforcement of any such waiver is sought.


 






    -18-


     


    

 


Section 7.4 Notices.
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or
by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and
shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business
day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail
return receipt requested, two (2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having
been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized
standing), or (iv) if delivered by facsimile transmission, on the business day of such delivery if sent by 6:00 p.m. in the time
zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation
of delivery generated by the sending party’s telecopier machine). If any notice, demand, consent, request, instruction or
other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section
7.4), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received
on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents,
requests, instructions and other communications will be sent to the following addresses or facsimile numbers as applicable:


 


If to the Company:


 


136-20 38th Ave., Suite
9A-2 Flushing, NY 11354


 


with copies (which
shall not constitute notice) to:


 


Davidoff Hutcher &
Citron LLP


605 Third Avenue, 34th
FL.


New York NY 10158


Attn: Elliot H. Lutzker,
Esq.


 


If to Purchaser:  


 


The address listed
on Exhibit B


 


Any party hereto may
from time to time change its address for notices by giving at least ten (10) days written notice of such changed address to the
other party hereto.


 






    -19-


     


    

 


Section 7.5 Waivers.
No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed
to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof, nor shall any delay
or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.


 


Section 7.6 Headings.
The section headings contained in this Agreement (including, without limitation, section headings and headings in the exhibits
and schedules) are inserted for reference purposes only and shall not affect in any way the meaning, construction or interpretation
of this Agreement. Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate.
References to the singular shall include the plural and vice versa.


 


Section 7.7 Successors
and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Purchaser,
as applicable, provided, however, that, subject to federal and state securities laws, a Purchaser may assign its
rights and delegate its duties hereunder in whole or in part to an affiliate or to a third party acquiring all or substantially
all of its Shares in a private transaction without the prior written consent of the Company or the other Purchaser, after notice
duly given by such Purchaser to the Company provided, that no such assignment or obligation shall affect the obligations
of such Purchaser hereunder and that such assignee agrees in writing to be bound, with respect to the transferred securities, by
the provisions hereof that apply to the Purchaser. The provisions of this Agreement shall inure to the benefit of and be binding
upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


Section 7.8 Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without
giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another
jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement
to be drafted.


 


Section 7.9 Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have
been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile or scan transmission, such signature shall create a valid
binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect
as if such facsimile or scan signature were the original thereof.


 






    -20-


     


    

 


Section 7.10 Severability.
The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that
any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or
part of a provision of this Agreement and such provision shall be reformed and construed as if such invalid or illegal or unenforceable
provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable
to the maximum extent possible.


 


Section 7.11 Individual
Capacity. Each Purchaser enters into this Agreement on its own capacity, and not as a group with other Purchasers. Each Purchaser,
severally but not jointly, makes representations and warranties contained under this Agreement.


 


Section 7.12 Termination.
This Agreement may be terminated prior to each Closing by mutual written agreement of the Purchaser and the Company.


 


[Remainder of Page Intentionally Left
Blank; Signature Pages Follow]


 




    -21-


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective authorized officer as of the date first above
written.


 


	The Company:	Golden Bull Limited
	 	 
	 	By:	 
	 	Name: 	Erke Huang 
	 	Title:	Chief Financial Officer 


 


[Signature Page of the Company]


 




    -22-


     


    

 


Signature
Page of the Purchaser


 


IN WITNESS WHEREOF,
the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of the date
first above written.


 


The Purchaser:


 


By: ___________________


Name: ____________________


 


Number of Shares Purchased: _________________________


Total Purchase Price: ($[ 0.80 ]x)
               USD or USDC_________________


 


Address
and Contacts of Purchaser


 


_________________________________


_________________________________


_________________________________


_________________________________


_________________________________


_________________________________


 


Telephone:


Fax:


Email:


 




    -23-


     


    

 


EXHIBIT A TO


THE SECURITIES PURCHASE AGREEMENT


 





 



 


 NON-U.S. PERSON REPRESENTATIONS 


 


The Purchaser indicating that it is not a U.S. person, severally
and not jointly, further represents and warrants to the Company as follows:


 


		1.	At the time of (a) the offer by the Company and (b) the acceptance of the offer by such person
or entity, of the Shares, such person or entity was outside the United States.



 


		2.	Such person or entity is acquiring the Shares for such Shareholder’s own account, for investment
and not for distribution or resale to others and is not purchasing the Shares for the account or benefit of any U.S. person, or
with a view towards distribution to any U.S. person, in violation of the registration requirements of the Securities Act.



 


		3.	Such person or entity will make all subsequent offers and sales of the Shares either (x) outside
of the United States in compliance with Regulation S; (y) pursuant to a registration under the Securities Act; or (z) pursuant
to an available exemption from registration under the Securities Act. Specifically, such person or entity will not resell the Shares
to any U.S. person or within the United States prior to the expiration of a period commencing on each Closing Date and ending on
the date that is one year thereafter (the “Distribution Compliance Period”), except pursuant to registration
under the Securities Act or an exemption from registration under the Securities Act.



 


		4.	Such person or entity has no present plan or intention to sell the Shares in the United States
or to a U.S. person at any predetermined time, has made no predetermined arrangements to sell the Shares and is not acting as a
Distributor of such securities.



 


		5.	Neither such person or entity, its Affiliates nor any Person acting on behalf of such person or
entity, has entered into, has the intention of entering into, or will enter into any put option, short position or other similar
instrument or position in the U.S. with respect to the Shares at any time after each Closing Date through the Distribution Compliance
Period except in compliance with the Securities Act.



 


		6.	Such person or entity consents to the placement of a legend on any certificate or other document
evidencing the Shares substantially in the form set forth in Section 5.1.



 


		7.	Such person or entity is not acquiring the Shares in a transaction (or an element of a series of
transactions) that is part of any plan or scheme to evade the registration provisions of the Securities Act.



 


		8.	Such person or entity has sufficient knowledge and experience in finance, securities, investments
and other business matters to be able to protect such person’s or entity’s interests in connection with the transactions
contemplated by this Agreement.



 






    -24-


     


    

 


		9.	Such person or entity has consulted, to the extent that it has deemed necessary, with its tax,
legal, accounting and financial advisors concerning its investment in the Shares.



 


		10.	Such person or entity understands the various risks of an investment in the Shares and can afford
to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in
the Shares.



 


		11.	Such person or entity has had access to the Company’s publicly filed reports with the SEC
and has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding
the Company that such person or entity has requested and all such public information is sufficient for such person or entity to
evaluate the risks of investing in the Shares.



 


		12.	Such person or entity has been afforded the opportunity to ask questions of and receive answers
concerning the Company and the terms and conditions of the issuance of the Shares.



 


		13.	Such person or entity is not relying on any representations and warranties concerning the Company
made by the Company or any officer, employee or agent of the Company, other than those contained in this Agreement.



 


		14.	Such person or entity will not sell or otherwise transfer the Shares unless either (A) the
transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is
available.



 


		15.	Such person or entity represents that the address furnished on its signature page to this Agreement
is the principal residence if he is an individual or its principal business address if it is a corporation or other entity.



 


		16.	Such person or entity understands and acknowledges that the Shares have not been recommended by
any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy
or determined the adequacy of any information concerning the Company that has been supplied to such person or entity and that any
representation to the contrary is a criminal offense.



 




    -25-


     


    

 


Exhibit
B


List
of Purchasers


 


	
        No.

         
	
        Shares

         
	
        Name

         
	
        Address 

         

	1	 	 	 
	2	 	 	 
	3	 	 	 
	4	 	 	 
	5	 	 	 
	 	Total: 	 


 




    -26-


     


    

 


Schedules 


to Securities Purchase Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    -27-


     


    

 


Schedules Schedule 2.1(c)


to Securities Purchase Agreement


 


	
        No.

         
	
        Shares

        Outstanding
	Name	Address 
	1	21,899,185	Golden Bull Limited (Cayman)	136-20 38th Avenue, Suite 9A-2 Flushing, NY  11354
	2	 	 	 
	 	 	Total: 21,899,185	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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