Exhibit 10.1 


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (the “Agreement”) is dated as of May 1, 2020 by and among TMSR Holding Company Limited, a Nevada corporation,
(the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature
page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).


 


RECITALS


 


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


 


WHEREAS, the Company
is offering certain shares of its common stock, par value $0.0001 per share, (the “Common Stock”) at price of $1.50
per share to the Purchasers;


 


WHEREAS, the Company
is offering up to shares of Common Stock to the Purchasers listed in Exhibit B, who severally but not jointly enters into this
Agreement and makes representations and warranties hereunder;


 


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


 






     


     


    

 


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


 





ARTICLE I


 


Purchase and Sale of the Shares


 


Section 1.1 Purchase
Price and Closing.


 


(a) Subject
to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration of and in express
reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase
for $1.50 per Share, such number of shares of
Common Stock (each a “Share” and collectively the “Shares”) for an aggregate price of listed
on the signature page hereto (the “Purchase Price”).


 


(b) Subject
to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Shares (the “Closing”)
shall take place at the offices of the Company’s legal counsel, on the date of the occurrence of completion of and receipt
by the Company of the Purchase Price (the “Closing Date”).


 


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


 


ARTICLE II


 


Representations and Warranties


 


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


 


(a) Organization,
Good Standing and Power. The Company is a corporation or other entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable) and respectively, has
the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being
conducted. Except as set forth on Schedule 2.1(a), the Company and each of its Subsidiaries is duly qualified to do business
and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such
qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will
not have a Material Adverse Effect (as defined in Section 2.1(g) hereof).


 


(b) Corporate
Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform its
obligations under this Agreement, and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery
and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby
have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company
or its Board of Directors or stockholders is required. This Agreement constitutes, or shall constitute when executed and delivered,
a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservator ship, receiver ship or
similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable
principles of general application.


 






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(c) Capitalization.
The authorized capital stock of the Company and the shares thereof currently issued and outstanding as of November 14, 2019 is
set forth in the Company’s Form 10-Q Quarter Report for the period ended September 30, 2019 (the “Form 10-Q”)
and, except as set forth in the on Schedule 2.1(c) hereto, is the authorized and issued and outstanding capital stock of
the Company as at the date hereof.


 


 (i) there are no
contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares
of capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company;


 


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


 


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


 


(iv)The offer and sale
of all capital stock, convertible securities, rights, warrants, or options of the Company issued prior to the Closing complied
with all applicable Federal and state securities laws, except where non-compliance would not have a Material Adverse Effect. The
Company has furnished or made available to the Purchaser true and correct copies of the Company’s Articles of Incorporation,
as amended and in effect on the date hereof (the “Articles”), and the Company’s Bylaws, as amended and
in effect on the date hereof (the “Bylaws”). Except as restricted under applicable federal, state, local or
foreign laws and regulations, the Articles, this Agreement, or as set forth on Schedule 2.1 (c), no written or oral contract,
instrument, agreement, commitment, obligation, plan or arrangement of the Company shall limit the payment of dividends on the Company’s
Preferred Shares, or its Common Stock.


 


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


 


(e) Subsidiaries.
As of the date of this Agreement, other than as disclosed in the Company’s Commission Documents, the Company does not have
any other subsidiary.


 






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(f)  Commission
Documents, Financial Statements. Except as set forth in Schedule 2.1 (f), the Company has filed all reports, schedules, forms,
statements and other documents required to be filed by it with the U.S. Securities and Exchange Commission (the “Commission”
or “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), including the Form 10-Q and other material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of
the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”).
The Company has not provided to the Purchaser any material non-public information or other information which, according to applicable
law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other
than (i) with respect to the transactions contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality
agreement signed by the Purchaser. At the time of the respective filings, the Form 10-K’s and the Form 10-Q’s complied
in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated
thereunder and other federal, state and local laws, rules and regulations applicable to such documents. As of their respective
filing dates, none of the Form 10-K’s or Form 10-Q’s contained any untrue statement of a material fact; and none 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 Commission Documents comply
as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission
or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with
United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods
involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited
interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present
in all material respects the consolidated 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 year-end audit adjustments).


 


(g) No Material
Adverse Effect. Since the date of this Agreement, the Company have not experienced or suffered any Material Adverse Effect.
For the purposes of this Agreement, “Material Adverse Effect” shall mean (i) any material adverse effect upon the assets,
properties, financial condition, business or prospects of the Company, and its Subsidiaries, when taken as a consolidated whole,
and/or (ii) any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of
the Company to perform any of its material covenants, agreements and obligations under this Agreement.


 


(h) No Undisclosed
Liabilities. Other than as disclosed in the Company’s Commission Documents or on Schedule 2.1(h) to the knowledge
of the Company, neither the Company, nor the Subsidiaries has any liabilities, obligations, claims or losses (whether liquidated
or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) other than those incurred in the ordinary course
of the Company’s and the Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or
would not have a Material Adverse Effect.


 


(i) No Undisclosed
Events or Circumstances. To the Company’s knowledge, no event or circumstance has occurred or exists with respect to
the Company, the Subsidiaries or their respective businesses, properties, operations or financial condition, which, under applicable
law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced
or disclosed.


 


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


 






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(k) Actions Pending.
There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other proceeding pending
or, to the knowledge of the Company, threatened against or involving the Company which questions the validity of this Agreement
or the transactions contemplated hereby or thereby or any action taken or to be taken pursuant hereto or thereto. Except where
the same would not have a Material Adverse Effect, there is no action, suit, claim, investigation, arbitration, alternate dispute
resolution proceeding or any other proceeding pending or, to the knowledge of the Company, threatened against or involving the
Company involving any of their respective properties or assets. To the knowledge of the Company, there are no outstanding orders,
judgments, injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against the Company, the
Subsidiaries or any of their respective executive officers or directors in their capacities as such.


 


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


 


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


 


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


 






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(o) Certain Fees.
Except as set forth on Schedule 2.1(o) hereto, no brokers fees, finders fees or financial advisory fees or commissions will
be payable by the Company with respect to the transactions contemplated by this Agreement.


 


(p) Disclosure.
Except as set forth in Schedule 2.1(p), neither this Agreement nor the Schedules hereto nor any other documents, certificates
or instruments furnished to the Purchaser by or on behalf of the Company or the Subsidiaries in connection with the transactions
contemplated by this Agreement contain any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements made herein or therein, taken as a whole and in the light of the circumstances under which they were made
herein or therein, not false or misleading.


 


(q) Intellectual
Property. Each of the Company and the Subsidiaries owns or has the lawful right to use all patents, trademarks, domain names
(whether or not registered) and any patentable improvements or copyrightable derivative works thereof, websites and intellectual
property rights relating thereto, service marks, trade names, copyrights, licenses and authorizations, and all rights with respect
to the foregoing, which are necessary for the conduct of their respective business as now conducted without any conflict with the
rights of others, except where the failure to so own or possess would not have a Material Adverse Effect.


 


(r) Reserved.
 


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


ARTICLE III


 


Covenants


 


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


 


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


 


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


 


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


 


Section 3.4 Keeping
of Records and Books of Account. The Company shall keep adequate records and books of account, in which complete entries will
be made in accordance with GAAP consistently applied, reflecting all financial transactions of the Company, and in which, for each
fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts and other purposes in
connection with its business shall be made.


 


Section 3.5 Disclosure
of Material Information. The Company covenants and agrees that neither it nor any other person acting on its or their behalf
has provided or, from and after the filing of the Press Release, will provide any Purchaser or its agents or counsel with any information
that the Company believes constitutes material non-public information (other than with respect to the transactions contemplated
by this Agreement), unless prior thereto such Purchaser shall have executed a specific written agreement regarding the confidentiality
and use of such information. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants
in effecting transactions in securities of the Company. At the time of the filing of the Press Release, no Purchaser shall be in
possession of any material, nonpublic information received from the Company, any of its subsidiaries or any of its respective officers,
directors, employees or agents, that is not disclosed in the Press Release. The Company shall not disclose the identity of any
Purchaser in any filing with the SEC except as required by the rules and regulations of the SEC thereunder. In the event of a breach
of the foregoing covenant by the Company, , or any of its or their respective officers, directors, employees and agents, in addition
to any other remedy provided herein, a Purchaser may notify the Company, and the Company shall make public disclosure of such material
nonpublic information within two (2) trading days of such notification.


 






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Section 3.6 No
Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that
has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities
of the Company.


 


ARTICLE IV


 


CONDITIONS


 


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


 


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


 


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


 


(c) No Injunction.
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated
by this Agreement.


 


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


 


 购买价格的告知。股票购买价格应已支付给公司。


 


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


 






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(f)
Receipt of NASDAQ’s Approval. The Company shall receive from NASDAQ the approval of the application for the listing
of the Shares, if required.


 


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


 


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


 


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


 


(c) No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.


 


(d) No
Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any governmental authority shall have been
commenced, and no investigation by any governmental authority shall have been threatened, against the Company, or any of the officers,
directors or affiliates of the Company seeking to restrain, prevent or change the transactions contemplated by this Agreement,
or seeking damages in connection with such transactions.


 


(e)
Certificates. The Company shall have executed and delivered to the Purchaser the certificates (in such denominations as
such Purchaser shall request) for the Shares being acquired by such Purchaser immediately after the Closing (in such denominations
as such Purchaser shall request) to such address set forth next to the Purchaser with respect to the Closing.


 


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


 


(g) Material
Adverse Effect. No Material Adverse Effect shall have occurred at or before the Closing Date.


 






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ARTICLE V


 


Stock Certificate Legend


 


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


 


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


 


ARTICLE VI


 


Indemnification


 


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


 






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


 


ARTICLE VII


 


Miscellaneous


 


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


 






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Section 7.2 Specific
Enforcement, Consent to Jurisdiction.


 


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


 


(b) Each
of the Company and the Purchaser (i) hereby irrevocably submits to the jurisdiction of the United States qu Court sitting in the
Southern qu of New York and the courts of the State of New York located in New York county for the purposes of any suit, action
or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby and (ii) hereby waives,
and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or
proceeding is improper. Each of the Company and the Purchaser consents to process being served in any such suit, action or proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner
permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby appoints
Ortoli | Rosenstadt LLP, with offices at 366 Madison Avenue, 3rd Floor, New York, NY 10017 as its agent for service of process
in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by
law.


 


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


 






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


 


If to the Company:


 


180 Qingnian West Road


Hongqiao Building West,
4th Floor


Nantong, Jinagsu, China
226001


Attn: Mr. Wei Xu, Co-Chairman


Telephone No.:


Email:


 


If to Purchaser:  


 


The address listed
on Exhibit B


 


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


 


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


 


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


 


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


 






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


 


Section 7.9 Survival.
The representations and warranties of the Company and the Purchaser shall survive the execution and delivery hereof and the Closing
hereunder for a period of three (3) years following the Closing Date.


 


Section 7.10 Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have
been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding
obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if
such facsimile signature were the original thereof.


 


Section 7.11 Severability.
The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that
any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or
part of a provision of this Agreement and such provision shall be reformed and construed as if such invalid or illegal or unenforceable
provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable
to the maximum extent possible.


 


 Section 7.12 Individual Capacity.
Each Purchaser enters into this Agreement on its own capacity, and not as a group with other Purchasers. Each Purchaser, severally
but not jointly, makes representations and warranties contained under this Agreement.


 


 Section 7.13 Termination.
This Agreement may be terminated prior to Closing by mutual written agreement of the Purchaser and the Company.


 


Section 7.14. Language.
The Agreement is in both English and Chinese, which both have binding effects. If there is any conflict between the English and
Chinese language, English language prevails.


 


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


[余页故意留空;下页为签名页]


 






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


 


	The Company:	TMSR Holding Company Limited



	 	 	 
	 	By:	 
	 	
        Name:
         Wei Xu

        Title: Co-Chairman



  




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Signature Page of the Purchaser


 


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


 


The Purchaser:



购买人:


  


By: ___________________


Name:


 


Number of Shares Purchased:


Total Purchase Price: ($1.50 x Number of
Shares Purchased) $


 


Address
and Contacts of Purchaser 


 


Telephone:


Fax:


Email:


 




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EXHIBIT A TO


THE SECURITIES PURCHASE AGREEMENT





 


 



 


 NON U.S. PERSON REPRESENTATIONS 


 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


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



 


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



 


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



 


 




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