EXHIBIT 10.4


 


SECURITIES
PURCHASE AGREEMENT


 


This SECURITIES PURCHASE AGREEMENT
(this “Agreement”) is dated as of __________, 2022, between QDM International Inc., a Florida corporation (the “Company”),
and each purchaser identified on the signature pages hereto, whether such purchaser is or becomes a signature as of the Initial Closing
(as defined below) or any Subsequent Closing (as defined below) (each, including its successors and assigns, a “Purchaser”
and collectively the “Purchasers”).


 


WHEREAS, subject to the
terms and conditions set forth in this Agreement and pursuant to an effective registration statement on Form S-1 under the Securities
Act of 1933, as amended (the “Securities Act”), the Company is selling, in a registered public offering (the “Offering”),
up to 30,000,000 shares of the Company’s Common Stock (the “Aggregate Offering Amount”); and


 


WHEREAS, the Company desires,
at the Initial Closing or any Subsequent Closing during the Offering Period (as defined below), to issue and sell to each Purchaser, and
each Purchaser, severally and not jointly, desires to purchase from the Company, the Shares as more fully described in this Agreement.


 


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 each Purchaser agree as follows:


 


ARTICLE I.

DEFINITIONS


 


1.1       Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings
set forth in this Section 1.1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board of Directors”
means the board of directors of the Company.


 


“Business Day”
means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Closing” means
any closing of the purchase and sale of the Shares pursuant to this Agreement, including the Initial Closing and any Subsequent Closing.


 


“Closing Date”
means, in connection with any Closing, the Trading Day on which all of the Transaction Documents have been executed and delivered by the
applicable parties thereto, and all conditions precedent to (i) the applicable Purchasers’ obligations to pay the Subscription Amount
and (ii) the Company’s obligations to deliver the Shares, in each case, have been satisfied or waived.








 






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“Commission”
or “SEC” means the United States Securities and Exchange Commission.


 


“Common Stock”
means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter
be reclassified or changed.


 


“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.


 


“Disclosure Schedules”
means the Disclosure Schedules of the Company attached hereto and delivered concurrently herewith.


 


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


 


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


 


“Per Share Purchase Price”
equals $0.081, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the date of this Agreement.


 


“Person” means
an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 


“Registration Statement”
means the Company’s effective Registration Statement on Form S-1 (File No. 333-267263) which registers the sale of the Shares to
the Purchasers.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


“Rule 430A”
means Rule 430A promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 






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“Shares” means
the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.


 


“Short Sales”
means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include
the location and/or reservation of borrowable shares of Common Stock). 


 


“Statutory Prospectus”
as of any time means the prospectus that is included in the Registration Statement immediately prior to that time. For purposes of this
definition, information contained in a form of prospectus that is deemed retroactively to be a part of the Registration Statement pursuant
to Rule 430A or 430B shall be considered to be included in the Statutory Prospectus as of the actual time that form of prospectus is filed
with the Commission pursuant to Rule 424(b) under the Securities Act.


 


“Subscription Amount”
means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such Purchaser’s
name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars.


 


“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(b), and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.


 


“Time of Sale”
means [_____]1 (Eastern time) on the date of this Agreement.


 


“Trading Day”
means a day on which the principal Trading Market is open for trading.


 


“Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the
NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB
or OTCQX Markets operated by OTC Markets Group, Inc. (or any successors to any of the foregoing).


 


“Transaction Documents”
means this Agreement, all exhibits and schedules hereto, and any other documents or agreements executed in connection with the transactions
contemplated hereunder.


 


“Transfer Agent”
means Pacific Stock Transfer Company, the current transfer agent of the Company, with a mailing address of 6725
Via Austi Pkwy, Suite 300, Las Vegas, Nevada 89119 and a telephone number of (702) 323-0033, and any successor transfer agent of
the Company.


 


ARTICLE II.

PURCHASE AND SALE OF THE SHARES


 


2.1          The
Offering; Offering Period; No Minimum Offering.


 










	 	1	Insert
    date of effectiveness.








 






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(a)       The
purchase and sale of the Shares by the Company to the Purchasers shall occur at one or more Closings of the Offering to occur during a
period (the “Offering Period”) beginning on the date of effectiveness of the Registration Statement and ending on the
first to occur of: (a) the ninetieth (90th) day following such date of effectiveness, (b) the date on which the Aggregate Offering
Amount is sold by the Company in the Offering or (c) the date on which the Company, in its sole and absolute discretion, elects to terminate
the Offering (it being agreed that no notice to the Purchasers shall be required in connection with such termination by the Company).


 


(b)       The
Company may conduct multiple Closings during the Offering Period. The initial Closing of the Offering (the “Initial Closing”)
shall occur on the date first written above, subject to the satisfaction of the conditions set forth herein. The Company may, in its sole
discretion and subject to the satisfaction of the conditions set forth herein, conduct subsequent Closings of the Offering (each, a “Subsequent
Closing”) until the conclusion of the Offering Period. Purchasers signing a counterpart signature page to this Agreement as
of a Closing Date shall become parties to this Agreement only as of such Closing Date.


 


(c)       Each
Purchaser expressly acknowledges and agrees that the Company shall not be obligated, and may be unable, to sell the Aggregate Offering
Amount, and that the Offering is being undertaken on a “best efforts/no minimum” basis only, meaning that the Company may,
and shall the have absolute right in its sole discretion, to sell any amount of Shares in the Offering, including for less than the Aggregate
Offering Amount. Each Purchaser acknowledges that they have been informed that they should not purchase any Shares in the expectation
that any specific aggregate amount is to be raised in the Offering.


 


(d)       Upon
execution of this Agreement, the Purchaser’s obligation to purchase the Shares shall be irrevocable, and the Purchaser shall be
legally bound to purchase the Shares subject to the terms and conditions set forth in the Agreement. The Purchaser understands and agrees
that the Company reserves the right to reject the Purchaser’s subscription for any Shares, in whole or in part, at any time, prior
to the Closing for any or no reason, notwithstanding the Purchaser’s prior receipt of notice of acceptance of the Purchaser’s
subscription. In the event of rejection of this subscription by the Company in accordance with this Section 2.1(d), or the sale of the
Shares is not consummated for any reason, this Agreement and any other agreement entered into between the Purchaser and the Company relating
to the Offering shall thereafter have no force or effect, and the Company shall promptly return or cause to be returned to the Purchaser
the Purchaser’s Subscription Amount remitted to the Company, without interest thereon or deduction therefrom.


 


2.2          Closings.
On each Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery
of this Agreement by the Company and the applicable Purchasers, the Company agrees to sell, and each Purchaser, severally and not jointly
with the other Purchasers (as the case may be), agrees to purchase, the Shares indicated on such Purchaser’s signature page hereto.
Prior to each Closing Date, each Purchaser shall deliver to the Company, via wire transfer or a certified check, in immediately available
funds, such Purchaser’s Subscription Amount as set forth on the signature page hereto, and the Company shall deliver to each Purchaser
its respective Shares as determined pursuant to Section 2.3(a) below, and the Company and each Purchaser shall deliver the other items
set forth in Section 2.3 deliverable at the applicable Closing. Upon satisfaction of the covenants and conditions set forth in Sections
2.3 and 2.4, the applicable Closing shall take place remotely via the delivery of electronic Closing documents.








 






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2.3          Deliveries.


 


(a)          On
or prior to any Closing Date, the Company shall deliver or cause to be delivered to each Purchaser participating in the applicable Closing
the following:


 


(i)       this
Agreement duly executed by the Company;


 


(ii)      a
copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver (on an expedited basis through the
facilities of The Depository Trust Company Deposit or Withdrawal at Custodian system) a number of Shares equal to such Purchaser’s
Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; and


 


(iii)     the
Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).


 


(b)          On
or prior to any Closing Date, each Purchaser participating in the applicable Closing shall deliver or cause to be delivered to the Company
the following:


 


(i)       this
Agreement duly executed by such Purchaser; and


 


(ii)      such
Purchaser’s Subscription Amount by wire transfer of immediately available funds or certified check to the Company.


 


2.4          Closing
Conditions.


 


(a)           The
obligations of the Company hereunder in connection with any Closing are subject to the following conditions being met:


 


(i)       the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) on the Closing Date of the representations and warranties of each Purchaser contained herein (unless as of a specific
date therein in which case they shall be accurate as of such date);


 


(ii)      all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
and








 






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(iii)     the
delivery by each Purchaser of the items set forth in Section 2.3(b) of this Agreement.


 


(b)       The
respective obligations of the Purchasers hereunder in connection with any Closing are subject to the following conditions being met:


 


(i)       the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of
a specific date therein in which case they shall be accurate as of such date);


 


(ii)      all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
and


 


(iii)     the
delivery by the Company of the items set forth in Section 2.3(a) of this Agreement.


 


ARTICLE III.

REPRESENTATIONS AND WARRANTIES 


 


3.1          Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part
hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section
of the Disclosure Schedules, and except as disclosed in the SEC Reports (as defined below), the Company hereby makes the following
representations and warranties to each Purchaser:


 






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(a)          Registration
of Shares.





 


(i)       The
Company has prepared and filed with the Commission the Registration Statement for the registration under the Securities Act, of the Shares,
which Registration Statement has been declared effective by the Commission. If the Company has filed or is required pursuant to the terms
hereof to file a registration statement pursuant to Rule 462(b) under the Securities Act registering additional Shares (a “Rule
462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement”
shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed,
becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission.
All of the Shares have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration
Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b) Registration Statement. The Company
has responded to all requests of the Commission for additional or supplemental information. Based on communications from the Commission,
no stop order suspending the effectiveness of either the Registration Statement or the Rule 462(b) Registration Statement, if any, has
been issued and no Proceeding for that purpose has been initiated or threatened by the Commission. The Company, if required by the Securities
Act and the rules and regulations of the Commission, proposes to file a prospectus with the Commission pursuant to Rule 424(b) under the
Securities Act (“Rule 424(b)”). The prospectus, in the form in which it is to be filed with the Commission pursuant
to Rule 424(b), or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included
as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to as the “Prospectus,”
except that if any revised prospectus or prospectus supplement shall be provided to the Purchasers by the Company for use in connection
with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be
filed by the Company pursuant to Rule 424(b)), the term “Prospectus” shall also refer to such revised prospectus or prospectus
supplement, as the case may be, from and after the time it is first provided to the Purchasers for such use. Any preliminary prospectus
or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the
Securities Act is hereafter called a “Preliminary Prospectus.” Any reference herein to the Registration Statement,
any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the exhibits incorporated by reference therein pursuant
to the rules and regulations of the Commission on or before the effective date of the Registration Statement, the date of such Preliminary
Prospectus or the date of the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Rule
462(b) Registration Statement, a Preliminary Prospectus and the Prospectus, and all amendments or supplements to any of the foregoing,
shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
System (“EDGAR”). The Prospectus delivered to the Purchasers in connection with the Offering was or will be identical
to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation
S-T promulgated by the Commission.


 


(ii)      At
the time of the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement or the effectiveness of any post-effective
amendment to the Registration Statement, when the Prospectus is first filed with the Commission pursuant to Rule 424(b), when any supplement
to or amendment of the Prospectus is filed with the Commission, at all other subsequent times until the completion of the public offer
and sale of the Shares, at the applicable Closing Date, the Registration Statement and the Prospectus and any amendments thereof and supplements
or exhibits thereto complied or will comply in all material respects with the applicable provisions of the Securities Act and the rules
and regulations thereof, and did not and will not contain an untrue statement of a material fact and did not and will not omit to state
any material fact required to be stated therein or necessary in order to make the statements therein: (i) in the case of the Registration
Statement, not misleading; and (ii) in the case of the Prospectus, in light of the circumstances under which they were made, not misleading.
When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement or any amendment
thereto or pursuant to Rule 424(a) under the Securities Act) and when any amendment thereof or supplement thereto was first filed with
the Commission, such Preliminary Prospectus and any amendments thereof and supplements thereto complied in all material respects with
the applicable provisions of the Securities Act and the rules and regulations thereof and did not contain an untrue statement of a material
fact and did not omit to state any 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.








 






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(iii)       The
Statutory Prospectus does not and did not, include as of the Time of Sale any untrue statement of a material fact or omits or omitted
as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


(iv)       The
Company has not distributed and will not distribute any prospectus or other offering materials in connection with the offering and sale
of the Shares other than the Statutory Prospectus or the Prospectus or other materials permitted by the Securities Act to be distributed
by the Company. The Company has not made and will not make any offer relating to the Shares that would constitute an “issuer free
writing prospectus,” as defined in Rule 433 under the Securities Act, or that would otherwise constitute a “free writing prospectus,”
as defined in Rule 405 under the Securities Act, required to be filed with the Commission. To the extent an electronic road show is used,
the Company has satisfied and will satisfy the conditions in Rule 433 under the Securities Act to avoid a requirement to file with the
Commission any electronic road show.


 


(b)          Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(b). The Company owns, directly or indirectly,
all of the capital stock or other equity interests of each Subsidiary (if any) free and clear of any Liens, and all of the issued and
outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and
similar rights to subscribe for or purchase securities.


 


(c)          Organization
and Qualification. 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, could not have or reasonably be expected
to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse
effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries,
taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis
its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and 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.








 






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(d)          Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further
action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other
than in connection with the Required Approvals (as defined below). This Agreement and each other Transaction Document to which it is a
party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof
and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms,
except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law.


 


(e)          No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it
is a party, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby and thereby do not
and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation,
bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse
of time or both would become a 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 (with or without notice, lapse
of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or
other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary
is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is
subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result
in a Material Adverse Effect.








 






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(f)           Filings,
Consents and Approvals. Except for those that have already been obtained, the Company is not required to obtain any consent, waiver,
authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other
governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents,
other than: (i) the filings required by the Commission related to the Shares in this offering and (ii) such filings as are required to
be made under applicable state securities laws (collectively, the “Required Approvals”).


 


(g)          Issuance
of the Shares. The Shares 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 nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved
from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement.


 


(h)          Capitalization.
The capitalization of the Company is as set forth in the Prospectus. The Company has not issued any capital stock since its most recently
filed periodic report under the Exchange Act. Except as described in the Prospectus, 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 in the SEC Reports or as a result of the purchase and sale of the Shares, 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 is or may become bound to issue additional shares of Common Stock or
Common Stock Equivalents. The issuance and sale of the Shares will not obligate the Company to issue shares of Common Stock or other securities
to any Person (other than the Purchasers) 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, and no Company securities are outstanding as of the date hereof which contain such
price-based anti-dilution or reset protections. All of the outstanding shares of capital stock of the Company are duly authorized, validly
issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding
shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval
or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Shares. 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.








 






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(i)           SEC
Reports; Financial Statements. 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 two
years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein,
together with the Registration Statement, the Statutory Prospectus and the Prospectus, being collectively referred to herein as the “SEC
Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior
to the expiration of any such extension, except as could not have or reasonably be expected to result in a Material Adverse Effect. As
of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange
Act, as applicable. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable
accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent
basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the
notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all
material respects the financial position of the Company and its consolidated Subsidiaries as of and for 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.


 


(j)           Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest financial statements included within the Registration
Statement, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event, occurrence
or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred
any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business
consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to
GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has
not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements
to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director
or Affiliate. The Company does not have pending before the Commission any request for confidential treatment of information. Except for
the issuance of the Shares contemplated by this Agreement or as set forth on Schedule 3.1(j), no event, liability, fact, circumstance,
occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries
or their respective businesses, properties, operations, assets or financial condition that would be required to be disclosed by the Company
under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least
one (1) Trading Day prior to the date that this representation is made.








 






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(k)          Litigation.
There is no action, suit, inquiry, notice of violation, Proceeding or investigation pending or, to the knowledge of the Company, threatened
against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental
or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares or
(ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the
Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current director
or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration
statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 


(l)           Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,
which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees
is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company
nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships
with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected
to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement
or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued
employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any
of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and
regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the
failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(m)         Compliance.
Except as described in the SEC Reports or on Schedule 3.1(m), neither the Company nor any Subsidiary: (i) is in default under or
in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default
by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under
or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or
by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any
judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute,
rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating
to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except
in each case as could not have or reasonably be expected to result in a Material Adverse Effect.








 






    12 


     


    

 


(n)          Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except
where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of Proceedings relating to the revocation or modification
of any Material Permit.


 


(o)          Title
to Assets. Neither the Company nor any of its Subsidiaries owns any real property. The Company and the Subsidiaries have good and
marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each
case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere
with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal,
state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither
delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by
them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.


 


(p)          Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all service marks, trade names, trade secrets, licenses and
other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with
their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any
of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned,
within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest
financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual
Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material
Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement
by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures
to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.








 






    13 


     


    

 


(q)          Transactions
With Affiliates and Employees. Except as set forth in the Registration Statement, none of the officers or directors of the Company
or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to
any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to
or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director
or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment
of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other
employee benefits, including stock option agreements under any stock option plan of the Company.


 


(r)           Certain
Fees. Except for finder’s or brokerage fees payable as described in the Registration Statement, Statutory Prospectus and Prospectus,
no brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor
or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction
Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other
Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction
Documents.


 


(s)          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.


 


(t)           Registration
Rights. Except as set forth in the SEC Reports, no Person has any right to cause the Company or any Subsidiary to effect the registration
under the Securities Act of any securities of the Company or any Subsidiary.


 


(u)          Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 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 notification that the Commission is contemplating terminating such registration. The
Company has not, in the 12 months preceding the date hereof, received notice from any Trading 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 Trading
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. The Common Stock is currently eligible for electronic transfer through the Depository Trust
Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company
(or such other established clearing corporation) in connection with such electronic transfer.








 






    14 


     


    

 


(v)          No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, 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.


 


(w)         Accountants.
ZH CPA, LLC is the Company’s current independent registered accounting firm. 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) shall express its opinion with respect to the
financial statements to be included in the Company’s Annual Report for the fiscal year ending March 31, 2023.


 


3.2          Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the
date hereof and as of the applicable Closing Date to the Company as follows (unless as of a specific date therein):


 


(a)          Prospectus;
Acknowledgement of Risk. Such Purchaser has received and fully reviewed the Prospectus and the Registration Statement. Such Purchaser
is aware that an investment in the Shares involves a number of significant risks and has carefully read, considered and understands the
matters set forth in the Prospectus and the Registration Statement, including but not limited to the section of the Prospectus entitled
“Risk Factors.”


 


(b)          Organization;
Authority. Such Purchaser is either an individual or 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. The execution and delivery of the Transaction Documents and performance by such
Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,
limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a
party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute
the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited
by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law. The information concerning the Purchaser provided by the Purchaser to the Company (including the information regarding the Purchaser
set forth on the signature page hereto) is true, complete and accurate in all respects. The Purchaser has provided to the Company a true,
complete and accurate copy of the Purchaser’s valid photo identification or business license, as applicable.








 






    15 


     


    

 


(c)          Understandings
or Arrangements. Such Purchaser is acquiring the Shares as principal for its own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Shares (this representation and warranty
not limiting such Purchaser’s right to sell the Shares pursuant to the Registration Statement or otherwise in compliance with applicable
federal and state securities laws). In connection with its decision to purchase the Shares, the Purchaser received and is relying only
upon the Registration Statement, the Statutory Prospectus, the Prospectus and the Transaction Documents and the documents incorporated
by reference therein and has not relied on any other information provided by the Company or any individual or entity acting on behalf
of the Company.


 


(d)          Experience
of Such Purchaser. Such Purchaser, 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 Shares,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the
Shares and is able to afford a complete loss of such investment.


 


(e)          No
Company Advice. Such Purchaser understands that nothing in the Prospectus, the Registration Statement, the Statutory Prospectus, this
Agreement or any other materials presented to such Purchase in connection with the purchase and sale of the Shares constitutes legal,
tax or investment advice by the Company or any individual or entity acting on behalf of the Company. 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 Shares.


 


(f)          
Independent Investigation. The Purchaser, in making the decision to subscribe for the Shares, has relied upon an independent investigation
of the Company and has not relied upon any information or representations made by any third parties, or upon any oral or written representations
or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than
as set forth in this Agreement and the exhibits and schedules attached hereto. The Purchaser is familiar with the business, operations
and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from, the Company’s officers
and directors concerning the Company and the terms and conditions of the offering of the Shares and has had full access to such other
information concerning the Company as the Purchaser has requested.


 


(g)          Investment
Commitment. The Purchaser’s overall commitment to investments which are not readily marketable is not disproportionate to the
Purchaser’s net worth, and the acquisition of the Shares will not cause such overall commitment to become excessive.


 


(h)          Receipt
of Information. The Purchaser has received all documents, records, books and other information pertaining to the Purchaser’s
acquisition of the Shares that has been requested by the Purchaser.


 


(i)           No
Advertisements. The Purchaser is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice
or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or via the Internet,
or presented at any seminar or meeting, and is not aware of any public advertisement or general solicitation in respect of the Company
or its securities.








 






    16 


     


    

 


(j)           No
Governmental Review. The Purchaser is aware that no U.S. federal or state agency or any other government or governmental agency, including,
without limitation, any national, provincial or other governmental agency of the People’s Republic of China, has (i) made any finding
or determination as to the fairness of the transactions contemplated hereby, (ii) made any recommendation or endorsement of the Shares
or the Company, or (iii) guaranteed or insured any value of the Shares.


 


(k)          Economic
Considerations. The Purchaser is not relying on the Company, or its affiliates or agents with respect to economic considerations
involved in the acquisition of the Shares. The Purchaser has relied solely on his, her or its own advisors.


 


(l)           Potential
Loss of Investment. The Purchaser understands that the acquisition of the Shares is speculative and involves a high degree of risk
and the potential loss of his, her or its entire value in the Shares.


 


ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES


 


4.1          Use
of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder for business development activities, new
hires, working capital and other general corporate purposes as fully described in the Registration Statement.


 


4.2          Reservation
of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all
times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares
pursuant to this Agreement.


 


4.3          Listing
of Common Stock. The Company agrees, if the Company applies to have the Common Stock traded on any other Trading Market other than
its current Trading Market, it will then include in such application all of the Shares, and will take such other action as is necessary
to cause all of the Shares to be listed or quoted on such other Trading Market as promptly as possible. For so long as the Common Stock
trades or is listed for quotation on a Trading Market, the Company agrees to use its commercially reasonable best efforts to maintain
the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation,
including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation
in connection with such electronic transfer.


 


4.4          Blue
Sky Filings. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption
for, or to qualify the Shares for, sale to the Purchasers at the applicable Closing under applicable securities or “Blue Sky”
laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser








 






    17 


     


    

 


4.5          Finders.
Each Purchaser acknowledges and agrees that the Company may engage registered broker-dealers as finders in connection with this offering
as described in the Prospectus.


 


4.6          Certain
Transactions; Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor
any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales
of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that
the transactions contemplated by this Agreement are first publicly announced by the Company. Each Purchaser, severally and not jointly
with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by
the Company, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included
in the Disclosure Schedules.


 


ARTICLE V.

MISCELLANEOUS


 


5.1          Fees
and Expenses. 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, without limitation, 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 Shares to the Purchasers.


 


5.2          Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Registration Statement, Statutory Prospectus
and Prospectus, contain the entire understanding of the parties with respect to the subject matter hereof and thereof 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.


 


5.3          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile
or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m.
(Eastern time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered
via facsimile or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto on a day
that is not a Trading Day or later than 5:30 p.m. (Eastern time) on any Trading Day, (c) the second (2nd) Trading Day following
the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached
hereto.








 






    18 


     


    

 


5.4          Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment, by the Company and the Purchasers holding at least a majority of the Shares then outstanding or, in the case
of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver 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 subsequent
default or a waiver of any other provision, 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.


 


5.5          Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.


 


5.6          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other
than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or
transfers any Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred Shares, by the provisions
of the Transaction Documents that apply to the “Purchasers.”


 


5.7          No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


5.8          Governing
Law; Venue. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective
Affiliates, directors, officers, stockholders, partners, members, employees or agents) shall be commenced exclusively in the state and
federal courts sitting in the New York City, New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state
and federal courts sitting in the New York City, New York for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),
and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such 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 contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.








 






    19 


     


    

 


5.9          WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH
KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY
WAIVES FOREVER TRIAL BY JURY.


 


5.10        Survival.
The representations and warranties contained herein shall survive the applicable Closing and the delivery of the Shares.


 


5.11        Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original
thereof.


 


5.12        Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.13        Replacement
of Shares. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue
or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs
(including customary indemnity) associated with the issuance of such replacement Shares.


 


5.14        Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and
not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance
of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently
protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction
Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.
Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents or has
waived the right to seek legal counsel. The Company has elected to provide all Purchasers with the same terms and Transaction Documents
for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers.








 






    20 


     


    

 


5.15        Saturdays,
Sundays, Holidays, etc.If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.


 


5.16        Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to
stock prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


[Signature Pages Follow]








 






    21 


     


    

 


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


 


	QDM International Inc. 	
    Address for Notice:

    Room 715, 7F, The Place Tower C, No. 150 Zunyi Road

    Changning District, Shanghai, China 200051

	By:	 	 	+86 (21) 22183083
	Name: Huihe Zheng	 
	Title: President and Chief Executive Officer	 
	 	 
	With a copy to (which shall not constitute notice):	 
	 	 
	Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

Attention: Wei Wang, Esq.

Fax: (212) 370-7889	 
	 	 	 	 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]








 






    22 


     


    

 


PURCHASER SIGNATURE PAGE TO QDM
International Inc.

SECURITIES PURCHASE AGREEMENT


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	Name of Purchaser:	 


 


	Signature of 	 
	Authorized Signatory of Purchaser:	 


 


	Name of Authorized Signatory (if applicable):	 


 


	Title of Authorized Signatory (if applicable):	 


 


	Email Address of Authorized Signatory:	 


 


	Facsimile Number of Authorized Signatory:	 


 


Address for Notice to Purchaser:


 


	 
	 
	 


  


Address for Delivery of Shares to Purchaser (if not same as address for
notice):


 


	 
	 
	 


  


	Subscription Amount: 	$	 


 


	Shares:	 


 


	Social Security or EIN Number:	 








 






    23 


     


    

 


Disclosure Schedule 3.1(b)


 


Subsidiaries


 


	Subsidiaries	 	Place of

Incorporation
	 	 	 
	QDM Holdings Limited 	 	British Virgin Islands
	24/7 Kid Doc, Inc.	 	Florida
	QDM Group Limited	 	Hong Kong
	YeeTah Insurance Consultant Limited	 	Hong Kong
	Lutter Global Limited	 	British Virgin Islands
	QDMI Software Group Limited	 	Cyprus


  


Disclosure Schedule 3.1(j)


 


Non-Public Information Concerning the Company


 


None.


 


Disclosure Schedule 3.1(m)


 


Non-Compliance Information Concerning the Company


 


None.