Exhibit
10.01


 


EQUITY
PURCHASE AGREEMENT


 


This
equity purchase agreement is entered into as of March 12, 2019 (this “Agreement”), by and between H/CELL ENERGY
CORPORATION, a Nevada corporation (the “Company”), and __________________ (the “Investor”).


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the
Investor, and the Investor shall purchase, Four Hundred Fifty Thousand Dollars ($450,000) of the Company’s Common Stock
(as defined below);


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE
I

CERTAIN DEFINITIONS


 


Section
1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated
(such meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


“Agreement”
shall have the meaning specified in the preamble hereof.


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Claim
Notice” shall have the meaning specified in Section 9.3(a).


 


“Clearing
Costs” shall mean all of the Investor’s broker and Transfer Agent fees, excluding commissions, such amount not
to exceed $3,000.


 


“Clearing
Date” shall be the date on which the Investor receives the Purchase Notice Shares as DWAC Shares in its brokerage account.


 


“Closing”
shall mean closing of the purchase and sale of shares of Common Stock pursuant to Section 2.3.


 


“Closing
Certificate” shall mean the closing certificate of the Company in the form of Exhibit B hereto.


 


“Closing
Date” shall mean the date that is no later than one (1) Trading Day after the Clearing Date.


 


“Commitment
Amount” shall mean Four Hundred Fifty Thousand Dollars ($450,000).


 


“Commitment
Period” shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the
Investor shall have purchased Purchase Notice Shares pursuant to this Agreement equal to the Commitment Amount, (ii) the Expiration
Date, (iii) December 31, 2019, or (iv) written notice of termination by the Company to the Investor upon a material breach of
this Agreement by Investor.


 




    	 



    	 



    

 


“Common
Stock” shall mean the Company’s common stock, $0.0001 value per share, and any shares of any other class of common
stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared)
and assets (upon liquidation of the Company).


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 


“Company”
shall have the meaning specified in the preamble to this Agreement.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees
and disbursements and costs and expenses of expert witnesses and investigation).


 


“Dispute
Period” shall have the meaning specified in Section 9.3(a).


 


“Document
Fee” shall have the meaning specified in Section 2.2(c).


 


“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC/FAST
Program” shall mean the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.


 


“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational
Arrangements, including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without
revocation) by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program,
(d) the Purchase Notice Shares are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy
prohibiting or limiting delivery of the Purchase Notice Shares, as applicable, via DWAC.


 


“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and
without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified
DWAC account with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the
same function.


 




    	2



    	 



    

 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange
Cap” shall have the meaning set forth in Section 7.1(c).


 


“Execution
Date” shall mean the date of this Agreement.


 


“Expiration
Date” shall mean seventy (70) Trading Days after Registration Statement has been declared effective.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Indemnified
Party” shall have the meaning specified in Section 9.2.


 


“Indemnifying
Party” shall have the meaning specified in Section 9.2.


 


“Indemnity
Notice” shall have the meaning specified in Section 9.3(e).


 


“Investment
Amount” shall mean the amount determined by multiplying the Purchase Notice Shares referenced in the Purchase Notice
by the Purchase Price.


 


“Investor”
shall have the meaning specified in the preamble to this Agreement.


 


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company
and the Subsidiaries that is material and adverse to the Company and the Subsidiaries, taken as a whole, and/or any condition,
circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to enter into
and perform its obligations under any Transaction Document.


 


“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, NYSE American, NASDAQ), or principal quotation systems
(i.e. OTCQX, OTCQB, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at
the time the principal trading platform or market for the Common Stock.


 


“Purchase
Notice” shall mean a written notice from Investor, substantially in the form of Exhibit A hereto, to Company setting
forth the Purchase Notice Shares which the Investor intends to require Company to sell pursuant to the terms of this Agreement.


 


“Purchase
Notice Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per the
Purchase Notice in accordance with the terms and conditions of this Agreement.


 




    	3



    	 



    

 


“Purchase
Price” shall be the lowest daily closing price of the Common Stock for the five Trading Days prior to the Clearing Date
multiplied by 60%, provided, however, that in the event that the Company fails to deliver the DWAC shares within the time limits
proscribed within this Agreement, then the Purchase Price shall be the lesser of the lowest daily closing price of the Common
Stock for the five Trading Days prior to the Clearing Date or lowest daily closing price of the Common Stock for the five Trading
Days prior to the Closing Date, each multiplied by 60%.


 


“Registration
Statement” shall have the meaning specified in Section 6.3.


 


“Regulation
D” shall mean Regulation D promulgated under the Securities Act.


 


“Rule
144” shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“SEC
Documents” shall have the meaning specified in Section 4.5.


 


“Securities”
mean the Purchase Notice Shares.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Short
Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 


“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the
voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K
promulgated under the Securities Act.


 


“Third
Party Claim” shall have the meaning specified in Section 9.3(a).


 


“Trading
Day” shall mean a day on which the Principal Market shall be open for business.


 


“Transaction
Documents” shall mean this Agreement and all schedules and exhibits hereto and thereto.


 


“Transfer
Agent” shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.


 


ARTICLE
II

PURCHASE AND SALE OF COMMON STOCK


 


Section
2.1 PURCHASE NOTICE. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article
VII), the Investor shall have the right to direct the Company, by its delivery to the Company of a Purchase Notice from time to
time, to sell to the Investor Purchase Notice Shares, provided that the amount of Purchase Notice Shares shall not exceed the
Beneficial Ownership Limitation set forth in Section 7.1(g).



 




    	4



    	 



    

 





Section
2.2 MECHANICS.


 


(a)
PURCHASE NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement,
the Investor may deliver a Purchase Notice to Company, subject to satisfaction of the conditions set forth in Section 7.2 and
otherwise provided herein. Notwithstanding anything else to the foregoing in this Agreement, the Company shall have the right
to reject any Purchase Notice by notifying the Investor in writing within one (1) Trading Day after receipt of the Purchase Notice.
If the Company does not reject the Purchase Notice, the Company shall be deemed to have accepted the Purchase Notice, and the
Company shall deliver the Purchase Notice Shares as DWAC Shares to the Investor within one (1) Trading Day after receipt of the
Purchase Notice. If the Company exercises its right to reject the Purchase Notice, the Investor has no further obligations to
purchase any Purchase Notice Shares hereunder this Agreement.


 


(b)
DATE OF DELIVERY OF PURCHASE NOTICE. A Purchase Notice shall be deemed delivered on (i) the Trading Day it is received
by email from the Investor if such notice is received on or prior to 8:30 a.m. New York time or (ii) the immediately succeeding
Trading Day if it is received by email after 8:30 a.m. New York time on a Trading Day or at any time on a day which is not a Trading
Day.


 


(c)
DOCUMENT FEE. On the Execution Date and the first Closing, the Company shall immediately wire $10,000 and $5,000, respectively,
to the Investor’s general partner.


 


Section
2.3 CLOSINGS.


 


(a)
CLOSING. The Closing of the Purchase Notice shall occur no later than one (1) Trading Day following the Clearing Date,
whereby the Investor, shall deliver the Investment Amount (minus the Clearing Costs), by wire transfer of immediately available
funds to an account designated by the Company.


 


(b)
EXPIRATION.


 


(i)
If, by the 16th Trading Day after the Registration Statement has been declared effective, the Investor has invested
less than $200,000 (after Clearing Costs), pursuant to this Agreement, Investor shall within one (1) Trading Day transfer, subject
to the satisfaction of the conditions set forth in Section 7.2, to the Company the amount representing the difference between
$200,000 and the amount Investor has already paid to the Company. The Purchase Price for this amount shall be shall be the lowest
daily closing price of the Common Stock for the five Trading Days prior to the Clearing Date multiplied by 60%, provided, however,
that in the event that the Company fails to deliver the DWAC shares within the time limits proscribed within this Agreement, then
the Purchase Price shall be the lesser of the lowest daily closing price of the Common Stock for the five Trading Days prior to
the Clearing Date or lowest daily closing price of the Common Stock for the five Trading Days prior to the Closing Date, each
multiplied by 60%. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Investor within one (1) Trading
Day, and the Investor shall immediately wire to the Company the Purchase Price multiplied by the lessor of the Beneficial Ownership
Limitation or the remaining balance of $200,000.


 




    	5



    	 



    

 


(ii)
If, by the day after the Expiration Date, the Investor has invested less than the Commitment Amount, pursuant to this Agreement,
Investor shall within one (1) Trading Day transfer, subject to satisfaction of the conditions set forth in Section 7.2, to the
Company the amount representing the difference between the Commitment Amount and the amount the Investor has already paid to the
Company. The Purchase Price for this amount shall be shall be the lowest daily closing price of the Common Stock for the five
Trading Days prior to the Clearing Date multiplied by 60%, provided, however, that in the event that the Company fails to deliver
the DWAC shares within the time limits proscribed within this Agreement, then the Purchase Price shall be the lesser of the lowest
daily closing price of the Common Stock for the five Trading Days prior to the Clearing Date or lowest daily closing price of
the Common Stock for the five Trading Days prior to the Closing Date, each multiplied by 60%. The Company shall deliver the Purchase
Notice Shares as DWAC Shares to the Investor within one (1) Trading Day, and the Investor shall immediately wire to the Company
the Purchase Price multiplied by the lessor of (i) the maximum number of Purchase Notice Shares that may be delivered to Investor
as a result of the Beneficial Ownership Limitation or (ii) the remaining Commitment Amount.


 


(iii)
If, by the date after the Expiration Date, the Investor has invested less than the Commitment Amount due to the Beneficial Ownership
Limitation, then, on the fifth (5th) Trading Day after such date when the Investor can acquire, subject to the Beneficial
Ownership Limitation, such number of Purchase Notice Shares equal to the Commitment Amount minus Investment Amount previously
purchased (or, such lesser amount of Purchase Notice Shares that are registered and available under the Registration Statement),
Investor shall immediately, subject to satisfaction of the conditions set forth in Section 7.2, deliver to the Company a Purchase
Notice for the remaining Commitment Amount (or, such lesser amount equal to the number of Purchase Notice Shares that are registered
and available under the Registration Statement).


 


(iv)
If, by the date after the Expiration Date, the Investor has invested less than the Commitment Amount due to an inability to register
a sufficient number of shares of Common Stock on the initial Registration Statement, then, if by the twentieth (20th)
Trading Day after a subsequent Registration Statement has been declared effective, Investor has invested less than the Commitment
Amount, pursuant to this Agreement, Investor shall immediately, subject to satisfaction of the conditions set forth in Section
7.2, deliver to the Company a Purchase Notice for the remaining Commitment Amount (or, such lesser amount equal to the number
of Purchase Notice Shares that are registered and available under the subsequent Registration Statement).


 




    	6



    	 



    

 






ARTICLE
                                         III

                                         REPRESENTATIONS AND WARRANTIES OF INVESTOR


 


The
Investor represents and warrants to the Company that:



 





Section
3.1 INTENT. The Investor is entering into this Agreement for its own account and not with a view towards, or for resale
in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales
registered or exempted under the 1933 Act; provided, however, that the Investor reserves the right to dispose of
the Securities at any time in accordance with federal and state securities laws applicable to such disposition. The Investor Buyer
is acquiring the Securities hereunder in the ordinary course of its business. The Investor does not presently have any agreement
or understanding, directly or indirectly, with any Person to distribute any of the Securities in violation of applicable securities
laws.


 


Section
3.2 NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review the Transaction
Documents and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The
Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of
its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated
by the Transaction Documents or the securities laws of any jurisdiction.


 


Section
3.3 ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor
has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in
the Securities. The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.


 


Section
3.4 AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under the Transaction
Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
and no further consent or authorization of the Investor is required. The Transaction Documents to which it is a party has been
duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid
and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy,
insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application.


 


Section
3.5 NOT AN AFFILIATE. The Investor is not an officer, director or “affiliate” (as that term is defined
in Rule 405 of the Securities Act) of the Company.


 


Section
3.6 ORGANIZATION AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder.


 




    	7



    	 



    

 


Section
3.7 ABSENCE OF CONFLICTS. The execution and delivery of the Transaction Documents, and the consummation of the transactions
contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture, instrument
or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict
with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of
any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party,
or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement,
relationship or legal obligation to which the Investor is subject or to which any of its assets, operations or management may
be subject.


 


Section
3.8 DISCLOSURE; ACCESS TO INFORMATION. The Investor and its advisors, if any, had an opportunity to review copies of the
SEC Documents filed on behalf of the Company and materials relating to the offer and sale of the Securities which have been requested
by the Investor. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company.


 


Section
3.9 MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional
meeting, television advertisement or any other form of general solicitation or advertising.


 


Section
3.10 RELIANCE ON EXEMPTIONS. The Investor understands that the Securities are being offered and sold to it in reliance
on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company
is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties,
agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such
exemptions and the eligibility of the Investor to acquire the Securities.


 


Section
3.11 CERTAIN TRADING ACTIVITIES. The Investor has not directly or indirectly, nor has any Person acting on behalf of or
pursuant to any understanding with the Investor, engaged in any transactions in the securities of the Company (including, without
limitation, any Short Sales involving the Company’s securities) during the period commencing as of the time that the Investor
first contacted the Company regarding the specific investment contemplated by this Agreement and ending immediately prior to the
execution of this Agreement.


 


Section
3.12 EXPERIENCE OF INVESTOR. The Investor, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. The Investor is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.





 




    	8



    	 



    

 


Section
                                         3.13 NO GOVERNMENTAL REVIEW. The Investor understands that no United States federal
                                         or state agency or any other government or governmental agency has passed on or made
                                         any recommendation or endorsement of the Securities or the fairness or suitability of
                                         the investment in the Securities nor have such authorities passed upon or endorsed the
                                         merits of the offering of the Securities.




 


ARTICLE
IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to the Investor that, except as disclosed in the SEC Documents or except as set forth in the disclosure
schedules hereto:


 


Section
4.1 ORGANIZATION OF THE COMPANY. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite
power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the
Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, would have a Material Adverse Effect and, to the Company’s knowledge, no proceeding has been instituted
in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


Section
4.2 AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations under
the Transaction Documents. The execution and delivery of the Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent
or authorization of the Company or its Board of Directors or stockholders is required. The Transaction Documents have been duly
executed and delivered by the Company and constitutes 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, or similar laws
relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles
of general application and except as rights to indemnification and to contribution may be limited by federal or state securities
law and public policy, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject
to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.


 


Section
4.3 CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of 25,000,000 shares of
Common Stock, par value of $0.0001 per share, of which approximately 7,586,024 shares of Common Stock are issued and outstanding.
Except as set forth on Schedule 4.3, the Company has not issued any capital stock since its most recently filed periodic
report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option
plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant
to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report
under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right
to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 4.3 and except
as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable
or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments,
understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common
Stock or Common Stock Equivalents. Except for shares to be issued to Ardour Capital Investments, LLC, the issuance and sale of
the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the
Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset
price under any of such securities. There are no stockholders agreements, voting agreements or other similar agreements with respect
to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any
of the Company’s stockholders.


 




    	9



    	 



    

 


Section
4.4 LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is 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 Common Stock under the Exchange Act nor has the Company received any written notification that the SEC is
contemplating terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received
written notice from the Principal Market on which the Common Stock is or has been listed or quoted to the effect that the Company
is not in compliance with the listing or maintenance requirements of such Principal Market. The Company is, and has no reason
to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 


Section
4.5 SEC DOCUMENTS; DISCLOSURE. Except as set forth on Schedule 4.5, the Company has filed 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) thereof, for the one (1) year preceding the date hereof (or such shorter period as the Company
was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents
incorporated by reference therein, being collectively referred to herein as the “SEC Documents”) on a timely
basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of
any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of
the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents,
and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and substance
in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable
rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such
financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include
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 operations and cash flows for the periods then ended (subject, in the case
of unaudited statements, to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and conditions
of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor, to the Company’s
knowledge, any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that
it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Investor
will rely on the foregoing representation in effecting transactions in securities of the Company.


 




    	10



    	 



    

 


Section
4.6 VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by
the Company other than restrictions on transfer provided for in the Transaction Documents.


 


Section
4.7 NO CONFLICTS. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Purchase
Notice Shares, do not and will not: (a) result in a violation of the Company’s or any Subsidiary’s certificate or
articles of incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default
(or an event that with notice or lapse of time or both would become a material default) under, result in the creation of any Lien
upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture, instrument or any “lock-up” or similar provision
of any underwriting or similar agreement to which the Company or any Subsidiary is a party, or (c) result in a violation of any
federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations)
applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected
(except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually
or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise in violation of, conflict with or in default
under any of the foregoing. The business of the Company is not being conducted in violation of any law, ordinance or regulation
of any governmental entity, except for possible violations that either singly or in the aggregate do not and will not have a Material
Adverse Effect. The Company is not required under federal, state or local 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 the Transaction Documents (other than any SEC, FINRA or state securities filings that may
be required to be made by the Company subsequent to any Closing or any registration statement that may be filed pursuant hereto);
provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy
of the relevant representations and agreements of Investor herein.


 




    	11



    	 



    

 


Section
4.8 NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company that has
not been disclosed in subsequent SEC filings.


 


Section
4.9 LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents or as set forth on Schedule 4.9, there are
no actions, suits, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened against or
affecting the Company, any Subsidiary or any of their respective properties, nor has the Company received any written or oral
notice of any such action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect. No judgment,
order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator
or governmental agency which would have a Material Adverse Effect. There has not been, and to the knowledge of the Company, there
is not pending or contemplated, any investigation by the SEC involving the Company, any Subsidiary or any current or former director
or officer of the Company or any Subsidiary.


 


Section
4.10 REGISTRATION RIGHTS. Except as set forth on Schedule 4.10, no Person (other than the Investor) has any right to cause
the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 


ARTICLE
V

COVENANTS OF INVESTOR


 


Section
5.1 COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to shares of Common
Stock will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations
of FINRA and the Principal Market.


 


Section
5.2 SHORT SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuant
to any understanding with it, will execute any Short Sales during the period from the date hereof to the end of the Commitment
Period. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of the Purchase Notice of such
number of shares of Common Stock reasonably expected to be purchased under the Purchase Notice shall not be deemed a Short Sale.
The Investor shall, until such time as the transactions contemplated by the Transaction Documents are publicly disclosed by the
Company in accordance with the terms of the Transaction Documents, maintain the confidentiality of the existence and terms of
this transaction and the information included in the Transaction Documents.


 





ARTICLE
VI

COVENANTS OF THE COMPANY


 


Section
6.1 LISTING OF COMMON STOCK. The Company shall promptly secure the listing of all of the Purchase Notice Shares to be issued
to the Investor hereunder on the Principal Market (subject to official notice of issuance) and shall use commercially reasonable
best efforts to maintain, so long as any shares of Common Stock shall be so listed, the listing of all such Purchase Notice Shares
from time to time issuable hereunder. The Company shall use its commercially reasonable efforts to continue the listing and trading
of the Common Stock on the Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will
comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of FINRA and
the Principal Market.


 




    	12



    	 



    

 


Section
6.2 EQUITY LINES AND CONVERTIBLE NOTES. So long as this Agreement remains in effect, the Company covenants and agrees that
it will not, without the prior written consent of the Investor, enter into an equity line of credit or variable rate convertible
note agreement. For the avoidance of doubt, nothing contained in the Transaction Documents shall restrict, or require the Investor’s
consent for, any agreement providing for the issuance or distribution of any equity securities of the Company pursuant to any
agreement or arrangement that is not covered in this Section 6.2.


 


Section
6.3 FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form
8-K, including the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating
to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current
Report”). The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the
Current Report at least two (2) Trading Days prior to its filing with the SEC, and the Company shall give reasonable consideration
to all such comments. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of
the Current Report within one (1) Trading Day from the date the Investor receives it from the Company. The Company shall also
file with the SEC, within fifteen (15) calendar days from the date the Company’s Form 10-K is filed, a new registration
statement (the “Registration Statement”) covering only the resale of the Purchase Notice Shares.


 


ARTICLE
VII

CONDITIONS TO DELIVERY OF

PURCHASE NOTICE NOTICES AND CONDITIONS TO CLOSING


 


Section
7.1 CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PURCHASE NOTICE SHARES. The right of the Company
to issue and sell the Purchase Notice Shares to the Investor is subject to the satisfaction of each of the conditions set forth
below:


 


(a)
ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be
true and correct in all material respects as of the date of this Agreement and as of the date of each Closing as though made at
each such time (except for representations and warranties that speak as of a specific date, which shall be true and correct as
of such specific date).


 


(b)
PERFORMANCE BY INVESTOR. Investor 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 Investor at or prior to such Closing.


 




    	13



    	 



    

 


(c)
PRINCIPAL MARKET REGULATION. The Company shall not issue any Purchase Notice Shares, and the Investor shall not have the
right to receive any Purchase Notice Shares, if the issuance of such Purchase Notice Shares would exceed the aggregate number
of shares of Common Stock which the Company may issue without breaching the Company’s obligations under the rules or regulations
of the Principal Market (the “Exchange Cap”).


 


Section
7.2 CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE PURCHASE NOTICE SHARES. The obligation of the Investor
hereunder to purchase Purchase Notice Shares is subject to the satisfaction of each of the following conditions:


 


(a)
EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective
for the resale by the Investor of the Purchase Notice Shares and (i) neither the Company nor the Investor shall have received
notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise
has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or
has threatened to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement
or related prospectus shall exist.


 


(b)
ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall
be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations
and warranties that speak as of a specific date, which shall be true and correct as of such specific date).


 


(c)
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all
covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d)
NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially
adversely affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced
that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction
Documents.


 


(e)
ADVERSE CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had a Material
Adverse Effect has occurred.


 


(f)
NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended
by the SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for
listing or quotation on and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or
halting for any reason, of the trading of the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have the
right to return to the Company any amount of Purchase Notice Shares associated with such Purchase Notice, and the Investment Amount
with respect to such Purchase Notice shall be reduced accordingly.


 




    	14



    	 



    

 


(g)
BENEFICIAL OWNERSHIP LIMITATION. The number of Purchase Notice Shares then to be purchased by the Investor shall not exceed
the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially
or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation
(as defined below), as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder.
For purposes of this Section 7.2(g), in the event that the amount of Common Stock outstanding, as determined in accordance with
Section 16 of the Exchange Act and the regulations promulgated thereunder, is greater on the Clearing Date than on the date upon
which the Purchase Notice associated with the Clearing Date is given, the amount of Common Stock outstanding on the Clearing Date
shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to
this Agreement, would own more than the Beneficial Ownership Limitation following the Clearing Date. The “Beneficial
Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable pursuant to the Purchase Notice.


 


(h)
PRINCIPAL MARKET REGULATION. The issuance of the Purchase Notice Shares shall not exceed the Exchange Cap.


 


(i)
NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the Registration
Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading
Days following the Trading Day on which the Purchase Notice is deemed delivered).


 


(j)
NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Purchase Notice Shares shall not violate the shareholder
approval requirements of the Principal Market.


 


(k)
OFFICER’S CERTIFICATE. On the date of delivery of each Purchase Notice, the Investor shall have received the Closing
Certificate executed by an executive officer of the Company and to the effect that all the conditions to such Closing shall have
been satisfied as of the date of each such certificate.


 


(l)
DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”


 


(m)
SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have
been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the
SEC.


 




    	15



    	 



    

 


ARTICLE
VIII

LEGENDS


 


Section
8.1 NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the
Purchase Notice Shares.


 


Section
8.2 INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations
hereunder to comply with all applicable securities laws upon the sale of the Common Stock.


 


ARTICLE
IX

NOTICES; INDEMNIFICATION


 


Section
9.1 NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid,
or (d) transmitted by hand delivery, telegram, or email as a PDF, addressed as set forth below or to such other address as such
party shall have specified most recently by written notice given in accordance herewith. Any notice or other communication required
or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by email at the address designated
below (if delivered on a business day during normal business hours where such notice is to be received), or the first business
day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be
received) or (ii) on the second business day following the date of mailing by express courier service or on the fifth business
day after deposited in the mail, in each case, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur.


 


The
addresses for such communications shall be:


 


If
to the Company:


 


H/Cell
Energy Corporation

3010 LBJ Freeway, Suite 1200


Dallas,
TX 75234

Attn: Andrew Hidalgo, Chief Executive Officer


e-mail:
andy.hidalgo@hcellenergy.com


 


With
a copy to (which shall not constitute notice):


 


Sichenzia
Ross Ference LLP

1185 Avenue of the Americas, 37th Floor


New
York, NY 10036

Attn: James M. Turner, Esq.


e-mail:
jturner@srf.law


 


If
to the Investor:


 


 


 


 




    	16



    	 



    

 





Either
party hereto may from time to time change its address or email for notices under this Section 9.1 by giving at least ten (10)
days’ prior written notice of such changed address to the other party hereto.


 


Section
9.2 INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the
other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls
such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified
Party”) from and against any Damages, joint or several, and any action in respect thereof to which the Indemnified Party
becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment
of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any
untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective
amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of
a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein
were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act,
any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as
such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party’s failure to perform
any covenant or agreement contained in this Agreement or the Indemnified Party’s negligence, recklessness or bad faith in
performing its obligations under this Agreement; provided, however, that the foregoing indemnity agreement shall
not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon (1) any misrepresentation
on the part of the Indemnified Party contained in this Agreement or (2) any untrue statement or alleged untrue statement or omission
or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to the
Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof
or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).


 




    	17



    	 



    

 


Section
9.3 METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.2
shall be asserted and resolved as follows:


 


(a)
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against
or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third
Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if
any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification
that is being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then
reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”)
with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable
promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated
to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability
to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party
as soon as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either
a Claim Notice or an Indemnity Notice (as defined below) (the “Dispute Period”) whether the Indemnifying Party
disputes its liability or the amount of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying
Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim.


 


(i)
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend
the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall
have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying
Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted
by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with
the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary
damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full
pursuant to Section 9.2, such consent not to be unreasonably withheld, delayed or conditioned). The Indemnifying Party shall have
full control of such defense and proceedings, including any compromise or settlement thereof; provided, however,
that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s
delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take
any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided,
further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying
Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party
elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim
controlled by the Indemnifying Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified
Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified
Party may take over the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right
to indemnity under Section 9.2 with respect to such Third Party Claim.


 




    	18



    	 



    

 


(ii)
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires
to defend the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute
vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within
the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying
Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in
a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying
Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings,
including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying
Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and
its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions
of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying
Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party
Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying
Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this clause (ii)
or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party
shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection
with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the
Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect
to such participation.


 


(iii)
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability
to the Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within
the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party
with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability
of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified
Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such
claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, either Party
shall be entitled to institute such legal action as it deems appropriate.


 


(b)
In the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve
a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying
the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount,
determined in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying
Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder
except to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying
Party notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity
Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or
the amount of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively
deemed a liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages
to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability
with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution
of such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, either
Party shall be entitled to institute such legal action as it deems appropriate.


 




    	19



    	 



    

 


(c)
The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for
any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such
Claim.


 


(d)
The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified
Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 


ARTICLE
X

MISCELLANEOUS


 


Section
10.1 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the
State of California without regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits
to the exclusive jurisdiction of the United States federal and state courts located in California, County of Los Angeles, with
respect to any dispute arising under the Transaction Documents or the transactions contemplated thereby.


 


Section
10.2 JURY TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim
brought by either of the parties hereto against the other in respect of any matter arising out of or in connection with the Transaction
Documents.


 


Section
10.3 ASSIGNMENT. The Transaction Documents shall be binding upon and inure to the benefit of the Company and the Investor
and their respective successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned
by either party to any other Person.


 


Section
10.4 NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their
respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
set forth in Section 9.3.


 




    	20



    	 



    

 


Section
10.5 TERMINATION. The Company may terminate this Agreement at any time by written notice to the Investor in the event of
a material breach of this Agreement by the Investor. In addition, this Agreement shall automatically terminate on the earlier
of (i) the end of the Commitment Period; (ii) the date that the Company sells and the Investor purchases the Commitment Amount;
(iii) the date in which the Registration Statement is no longer effective, or (iv) the date that, pursuant to or within the meaning
of any Bankruptcy Law, the Company commences a voluntary case or, any Person commences a proceeding against the Company and shall
not be dismissed within thirty (30) days of its initiation, a Custodian is appointed for the Company or for all or substantially
all of its property or the Company makes a general assignment for the benefit of its creditors; provided, however, that the provisions
of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in Article X shall survive
the termination of this Agreement.


 


Section
10.6 ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire
understanding of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements
and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.


 


Section
10.7 FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary,
each party shall pay the fees and expenses of its advisers, 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. The Company
shall pay all Transfer Agent fees (including any fees required for same-day processing of any instruction letter delivered by
the Company), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Investor.


 


Section
10.8 COUNTERPARTS. The Transaction Documents may be executed in multiple counterparts, each of which may be executed by
less than all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually
executing such counterparts and all of which together shall constitute one and the same instrument. The Transaction Documents
may be delivered to the other parties hereto by email in a “.pdf” format data file of a copy of the Transaction
Documents bearing the signature of the parties so delivering this Agreement.


 


Section
10.9 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided
that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.


 


Section
10.10 FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.


 




    	21



    	 



    

 


Section
10.11 NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent, and no rules of strict construction will be applied against any party.


 


Section
10.12 EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or
all of its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company
therefore agrees that the Investor shall be entitled to seek temporary and permanent injunctive relief in any such case without
the necessity of proving actual damages.


 


Section
10.13 TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and
are not to be considered in construing or interpreting this Agreement.


 


Section
10.14 AMENDMENTS; WAIVERS. No provision of this Agreement may be amended other than by a written instrument signed by both
parties hereto and no provision of this Agreement may be waived other than in a written instrument signed by the party against
whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other right, power or privilege.


 


Section
10.15 PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise
making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release
or otherwise make any such public statement, other than as required by law, without the prior written consent of the other parties,
which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure
is required by law, in which such case the disclosing party shall provide the other party with prior notice of such public statement.
Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor without the prior written consent
of the Investor, except to the extent required by law. The Investor acknowledges that the Transaction Documents may be deemed
to be “material contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company
may therefore be required to file such documents as exhibits to reports or registration statements filed under the Securities
Act or the Exchange Act. The Investor further agrees that the status of such documents and materials as material contracts shall
be determined solely by the Company, in consultation with its counsel.


 


[Signature
Page Follows]


 




    	22



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the day and year first above written.


 


	 	H/CELL
    ENERGY CORPORATION
	 	 	 
	 	By:
    	 
	 	Name:	Andrew
    Hidalgo
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature
Page to equity purchase agreement]


 




    	23



    	 



    

 


DISCLOSURE
SCHEDULES TO

EQUITY PURCHASE AGREEMENT


 


Schedule
4.3 – Capitalization


 


Schedule
4.5 – SEC Documents


 


Schedule
4.9 – Litigation


 


Schedule
4.10 – Registration Rights


 




    	 



    	 



    

 


EXHIBIT
A


 


FORM
OF PURCHASE NOTICE


 


TO:
H/CELL ENERGY CORPORATION


 


We
refer to the equity purchase agreement, dated as of March 12, 2019, (the “Agreement”), entered into by and
between _____________ and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same
meaning when used herein.


 


We
hereby give you notice that we require you to sell __________ Purchase Notice Shares.


 


By
execution of your acceptance to this Purchase Notice, you certify that, as of the date hereof, the conditions set forth in Section
7.2 of the Agreement are satisfied.


 


Accepted
and agreed to this


 


____
day of _____________, 2019


 


H/CELL
ENERGY CORPORATION


 


	By:
    	 	 
	Name:
    	Andrew
    Hidalgo	 
	Title:
    	Chief
    Executive Officer	 


 




    	 



    	 



    

 


EXHIBIT
B


 


FORM
OF OFFICER’S CERTIFICATE

OF H/CELL ENERGY CORPORATION


 


Pursuant
to Section 7.2(k) of that certain equity purchase agreement, dated as of March 12, 2019 (the “Agreement”),
by and between H/CELL ENERGY CORPORATION (the “Company”) and _____________ (the “Investor”),
the undersigned, in his capacity as Chief Executive Officer of the Company, and not in his individual capacity, hereby certifies,
as of the date hereof (such date, the “Condition Satisfaction Date”), the following:


 


1.
The representations and warranties of the Company are true and correct in all material respects as of the Condition Satisfaction
Date as though made on the Condition Satisfaction Date (except for representations and warranties specifically made as of a particular
date) with respect to all periods, and as to all events and circumstances occurring or existing to and including the Condition
Satisfaction Date, except for any conditions which have temporarily caused any representations or warranties of the Company set
forth in the Agreement to be incorrect and which have been corrected with no continuing impairment to the Company or the Investor;
and


 


2.
All of the conditions precedent to the obligation of the Investor to purchase Purchase Notice Shares set forth in the Agreement,
including but not limited to Section 7.2 of the Agreement, have been satisfied as of the Condition Satisfaction Date.


 


Capitalized
terms used herein shall have the meanings set forth in the Agreement unless otherwise defined herein.


 


IN
WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of the March 12, 2019.


 


	 	By:
    	 
	 	Name:	 
	 	Title: