Exhibit
10.1


 


Securities
Purchase Agreement


 


This
Securities Purchase Agreement (this “Agreement”),
dated as of April 28, 2022, is entered into by and between Meiwu Technology Company Limited.,
a British Virgin Islands exempt company (“Company”), and the undersigned therein (“Investors”).


 


A.
Company and Investors are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded
by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by
the United States Securities and Exchange Commission (the “SEC”).


 


B.
Investors desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a Convertible
Promissory note, in the form attached hereto as Exhibit A, in the original principal amount of $5,500,000.00 (the “Note”),
convertible into ordinary shares, no par value per share, of Company (the “Ordinary Shares”), upon the terms and subject
to the limitations and conditions set forth in such Note, and an aggregate of 8,000,000 warrants (the “Warrants”),
in the form attached hereto as Exhibit B, each to purchase one Ordinary Share upon the terms and subject to the limitations and
conditions set forth in such Warrants.


 


C.
This Agreement, the Note, the Warrants and all other certificates, documents, agreements, resolutions and instruments delivered to any
party under or in connection with this Agreement, as the same may be amended from time to time, are collectively referred to herein as
the “Transaction Documents”.


 


D.
For purposes of this Agreement: “Conversion Shares” means all Ordinary Shares issuable upon conversion of all or any
portion of the Note; “Warrant Shares” means all Ordinary Shares issuable upon exercise of all or any portion of the
Warrants; and “Securities” means the Note, the Conversion Shares, the Warrants and the Warrant Shares.


 


NOW,
THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Company and Investors hereby agree as follows:


 


1.
Purchase and Sale of Securities.


 


1.1.
Purchase of Securities. Company shall issue and sell to Investors and Investors shall purchase from Company the Note and the Warrants.
In consideration thereof, Investors shall pay the Purchase Price (as defined below) to Company.


 


1.2.
Form of Payment. On the Closing Date (as defined below), Investors shall wire the Purchase Price in immediately available funds
to a bank account designated by Company against delivery of the Note.


 


1.3.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the
closing of the transactions contemplated by this Agreement (the “Closing”) shall be no later than June 28, 2022 (the
“Closing Date”), or another mutually agreed upon date. The Closing shall occur on the Closing Date by means of the
exchange by email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the offices of Hunter Taubman Fischer
& Li LLC at 48 Wall Street, Suite 1100, New York, NY 10005.


 


1.4.
Collateral for the Securities. The Note shall be unsecured.


 




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1.5.
Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $500,000.00 (the “OID”).
In addition, Company agrees to pay $20,000.00 to Investors to cover Investors’ legal fees, accounting costs, due diligence, monitoring
and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction Expense Amount”).
The Transaction Expense Amount will be reduced from the amount funded at Closing. The “Purchase Price”, therefore,
shall be $5,000,000.00, computed as follows: $5,500,000.00 initial principal balance, less the OID.


 


2.
Investors’ Representations and Warranties. Each of the Investors separately and jointly represents and warrants to Company
that as of the Closing Date:


 


2.1.
This Agreement has been duly and validly authorized;


 


2.2.
This Agreement constitutes a valid and binding agreement of Investors enforceable in accordance with its terms;


 


2.3.
Each of the Investors is an “accredited investors” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.


 


2.4.
Organization. Such Each of the Investors is either an individual or an entity, corporate, partnership, limited liability company, duly
incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporated or formed with full
right, or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to
carry out its obligations hereunder and thereunder.


 


2.5.
Authority. Each of the Investors has the requisite power and authority to enter into and perform this Agreement and to purchase the Securities
being sold to it hereunder. The execution, delivery and performance of this Agreement by such Investor and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, partnership or limited liability
company action, and no further consent or authorization of such Investor or its Board of Directors, stockholders, partners, members,
or managers, as the case may be, is required. This Agreement has been duly authorized, executed and delivered by such Investor and constitutes,
or shall constitute when executed and delivered, a valid and binding obligation of such Investor enforceable against such Investor in
accordance with the terms hereof.


 


2.6.
Purchase Entirely for Own Account. This Agreement is made with each of the Investors in reliance upon each of the Investors’ representation
to the Company, which by each of the Investors’ execution of this Agreement, each of the Investors hereby confirms that the Securities
to be acquired by each of the Investors will be acquired for investment for each of the Investors’ own account, not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof, and that each of the Investors has no present intention
of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, each of the Investors further
represents that each of the Investors does not presently have any contract, undertaking, agreement or arrangement with any Person to
sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Securities.


 


2.7.
Experience of each of the Investors. Each of the Investors, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment.


 




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2.8.
Ability to Bear Risk. Each of the Investors understands and agrees that purchase of the Securities is a high-risk investment and each
of the Investors is able to afford and bear an investment in a speculative venture having the risks and objectives of the Company, including
a risk of total loss of such investment. Each of the Investors must bear the substantial economic risks of the investment in the Securities
indefinitely because none of the Securities may be sold, hypothecated or otherwise disposed of unless subsequently registered under the
Securities Act and applicable state securities laws or an exemption from such registration(s) are available. Each of the Investors represents
that it is able to bear the economic risk of an investment in the Securities and is able to afford a complete loss of such investment.


 


2.9.
Disclosure of Information. Each of the Investors has been given access to full and complete information regarding the Company and has
utilized such access to each of the Investors’ satisfaction for the purpose of obtaining such information regarding the Company
as each of the Investors has reasonably requested. In particular, each of the Investors: (i) has received and thoroughly read and evaluated
all the disclosures contained in this Agreement; and (ii) has been given a reasonable opportunity to review such documents as each of
the Investors has requested and to ask questions of, and to receive answers from, representatives of the Company concerning the terms
and conditions of the Securities and the business and affairs of the Company and to obtain any additional information concerning the
Company’s business to the extent reasonably available so as to understand more fully the nature of this investment and to verify
the accuracy of the information supplied. Each of the Investors is satisfied that it has received adequate information with respect to
all matters which he/she/it considers material to its decision to make this investment.


 


2.10.
No other documents. In evaluating the suitability of an investment in the Company, each of the Investors has not relied upon any representation
or other information (oral or written) other than as stated in this Agreement.


 


2.11.
Use of Purchase Price. Each of the Investors understands, acknowledges and agrees that management of the Company shall have sole and
absolute discretion concerning the use of the Purchase Price as well as the timing of its expenditures.


 


2.12.
Restricted Securities. Each of the Investors understands that the Securities have not been, and will not be, registered under the Securities
Act, by reason of a specific exemption from the registration provisions of the Securities Act, which depends upon, among other things,
the bona fide nature of the investment intent and the accuracy of each of the Investors’ representations as expressed herein. Each
of the Investors understands that the Securities are “restricted securities” under applicable U.S. federal and state securities
laws and that, pursuant to these laws, each of the Investors must hold the Securities indefinitely unless they are registered with the
SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Except as
otherwise provided herein, each of the Investors acknowledges that the Company has no obligation to register or qualify the Securities.
Each of the Investors further acknowledges that if an exemption from registration or qualification is available, it may be conditioned
on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements
relating to the Company that are outside of Each of the Investors’ control, and which the Company is under no obligation and may
not be able to satisfy.


 


2.13.
No General Solicitation. Each of the Investors is not purchasing the Securities as a result of any advertisement, article, notice or
other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio
or presented at any seminar or any other general solicitation or general advertisement.


 




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2.14.
Exculpation Among Each of the Investors. Each of the Investors acknowledges that it is not relying upon any Person, other than the Company
and its officers and directors, in making its investment or decision to invest in the Company. Each of the Investors agrees that each
of the Investors is not liable to any other each of the Investors participated in this Offering for any action heretofore taken or omitted
to be taken by any of them in connection with the purchase of the Securities.


 


2.15.
Each of the Investors has been independently advised as to the restrictions with respect to trading the Securities and with respect to
the resale restrictions imposed by applicable securities laws, confirms that no representation has been made to it by or on behalf of
the Company with respect thereto, acknowledges the risks relating to an investment therein and of the fact that it may not be able to
resell the Securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy until
expiry of the applicable restriction period and compliance with the other requirements of applicable law, that the each of the Investors
(or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and each of the Investors
is solely responsible (and neither the Company is not in any way responsible) for compliance with applicable resale restrictions and
each of the Investors is aware that it may not be able to resell the Securities except in accordance with limited exemptions under applicable
securities laws, and it agrees that any certificates representing the Securities may bear a legend indicating that the resale of such
securities is restricted;


 


2.16.
Each of the Investors is aware that the Company is a “reporting company” (as such term is used in the Securities Exchange
Act of 1934, as amended) in the U.S.;


 


2.17.
The Company may complete additional financings, including project financing, in the future in order to develop the business of the Company
and to fund its ongoing development; there is no assurance that such financings or project financings will be available and, if available,
on reasonable terms; failure to obtain sufficient additional funds by way of debt or equity financings or through joint ventures will
prevent the continued development of the business of the Company and any such future financings may have a dilutive effect on current
security holders, including the


 


2.18.
Each of the Investors understands that the purchase of the Securities is a highly speculative investment and that an investment in the
Securities is suitable only for sophisticated investors and requires the financial ability and willingness to accept the possibility
of the loss of all or substantially all of such investment as well as the risks and lack of liquidity inherent in an investment in the
Company;


 


2.19.
Confidential Information. Each of the Investors agrees that such Investors 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 Investors may obtain from the Company pursuant to financial statements, reports and other materials submitted by the Company
to such Investors pursuant to this Agreement, unless such information is (i) known to the public through no fault of such Investors or
his or its employees or representatives; (ii) becomes part of the public domain other than by a breach of this Agreement; (iii) becomes
known by the action of a third party not in breach of a duty of confidence; or (iv) is required to be disclosed to a third party pursuant
to any applicable law, government resolution, or decision of any court or tribunal of competent jurisdiction; provided, however, that
an Investor may disclose such information (i) to its attorneys, accountants and other professionals in connection with their representation
of such Investor in connection with such Investors’ investment in the Company, (ii) to any prospective permitted transferee of
the Securities, or (iii) to any general partner or affiliate of such Investor, so long as the prospective transferee agrees to be bound
by the provisions of this Section 2.19.


 




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2.20.
No Advertisements or Direct Selling Effort. Each of the Investors is not subscribing for the Securities 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. Each of the Investors has not acquired the Securities
as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United
States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however,
that each of the Investors may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant
to the Securities Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise
provided herein.


 


2.21.
General. Each of the Investors understands that the Securities are being offered and sold in reliance on a transactional exemption from
the registration requirements of federal and state securities laws and the Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the applicability
of such exemptions and the suitability of such Investor to acquire the Shares.


 


3.
Company’s Representations and Warranties. Except as set forth on the disclosure schedules (the “Disclosure Schedules”)
attached hereto with each numbered Schedule corresponding to the section number herein, Company represents and warrants to Investors
that as of the Closing Date: (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its
state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted;
(ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature
of the business conducted or property owned by it makes such qualification necessary; (iii) Company has registered its Ordinary Shares
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file
reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated
hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; (v) this Agreement, the
Note, and the other Transaction Documents have been duly executed and delivered by Company and constitute the valid and binding obligations
of Company enforceable in accordance with their terms; (vi) the execution and delivery of the Transaction Documents by Company, the issuance
of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction
Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default
under (a) Company’s formation documents or bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust, or
other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including,
without limitation, any listing agreement for the Ordinary Shares, or (c) any existing applicable law, rule, or regulation or any applicable
decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental
body having jurisdiction over Company or any of Company’s properties or assets; (vii) no further authorization, approval or consent
of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or
any lender of Company is required to be obtained by Company for the issuance of the Securities to Investors or the entering into of the
Transaction Documents; (viii) none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement
of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they were made, not misleading; (ix) Company has filed all reports, schedules, forms, statements
and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension
of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such
extension; (x) there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or,
to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department,
commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have
a material adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of
Company to perform its obligations under, any of the Transaction Documents; (xi) Company has not consummated any financing transaction
that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it
been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described
in Rule 144(i)(1) under the 1933 Act; (xiii) neither Investors nor any of its officers, directors, stockholders, members, managers, employees,
agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents
or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions
contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of Investors or
its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents.


 




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4.
Company Covenants. Except as set forth on the Disclosure Schedules attached hereto with each numbered Schedule corresponding to
the section number herein, until all of Company’s obligations under all of the Transaction Documents are paid and performed in
full, Company will at all times comply with the following covenants: (i) when issued, the Conversion Shares and Warrant Shares will be
duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; (ii)
the Ordinary Shares shall be listed or quoted for trading on NYSE or Nasdaq; (iii) trading in Company’s Ordinary Shares will not
be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal trading market; (iv) Company
hereby grants to all the Investors collectively a participation right, whereby all the Investors together shall have the right to participate
in their discretion in up to thirty percent (30%) of the amount raised in any equity or debt financing of Company to any U.S. Person
as defined in Regulation S of the Securities Act in the U.S. In furtherance thereof, should Company seek to raise capital via any transaction
covered by the foregoing participation right it shall provide Investors written notice of such proposed transaction, along with copies
of the proposed transaction documents. All the Investors together shall then have up to two (2) calendar days to elect to purchase up
to thirty percent (30%) of securities proposed to be issued in such transaction on the most favorable terms and conditions offered to
any other purchaser of the same securities.


 


5.
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities to Investors
at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:


 


5.1.
Investors shall have executed this Agreement and delivered the same to Company.


 


5.2.
Investors shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.


 


6.
Conditions to Investors’ Obligation to Purchase. The obligation of Investors hereunder to purchase the Securities at the
Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions
are for Investors’ sole benefit and may be waived by Investors at any time in its sole discretion:


 


6.1.
Company shall have executed this Agreement, the Note and the Warrant and delivered the same to Investors.


 


6.2.
Company shall have delivered to Investors a fully executed Officer’s Certificate substantially in the form attached hereto as Exhibit
C evidencing Company’s approval of the Transaction Documents.


 




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In
the event any of the conditions in Sections 5 and 6 is not satisfied or waived by the Closing Date, the Agreement will be cancelled and
deemed void ab initio.


 


7.
Reservation of Shares. On the date hereof, Company will reserve 30,000,000  Ordinary Shares from its authorized and
unissued Ordinary Shares to provide for all issuances of Ordinary Shares under the Note (the “Share Reserve”). Company
further agrees to add additional Ordinary Shares to the Share Reserve in increments of 1,000,000 shares as and when requested by Investors
if as of the date of any such request the number of shares being held in the Share Reserve is less than two (2) times the number of Ordinary
Shares obtained by dividing the Outstanding Balance (as defined in the Note) as of the date of the request by the Redemption Conversion
Price (as defined in the Note). Company shall further require the Transfer Agent to hold the Ordinary Shares reserved pursuant to the
Share Reserve exclusively for the benefit of Investors and to issue such shares to Investors promptly upon Investors’ delivery
of a Redemption Notice under the Note. Finally, Company shall require the Transfer Agent to issue Ordinary Shares pursuant to the Note
to Investors out of its authorized and unissued shares, and not the Share Reserve, to the extent Ordinary Shares have been authorized,
but not issued, and are not included in the Share Reserve. The Transfer Agent shall only issue shares out of the Share Reserve to the
extent there are no other authorized shares available for issuance and then only with Investors’ written consent.


 


8.
OFAC; Patriot Act.


 


8.1.
OFAC Certification. Company certifies that (i) it is not acting on behalf of any person, group, entity, or nation named by any
Executive Order or the United States Treasury Department, through its Office of Foreign Assets Control (“OFAC”) or
otherwise, as a terrorist, “Specially Designated Nation”, “Blocked Person”, or other banned or blocked person,
entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by OFAC or another department
of the United States government, and (ii) Company is not engaged in this transaction on behalf of, or instigating or facilitating this
transaction on behalf of, any such person, group, entity or nation.


 


8.2.
Foreign Corrupt Practices. Neither Company, nor any of its subsidiaries, nor any director, officer, agent, employee or other person
acting on behalf of Company or any subsidiary has, in the course of his actions for, or on behalf of, Company, used any corporate funds
for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any
provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback
or other unlawful payment to any foreign or domestic government official or employee.


 


8.3.
Patriot Act. Company shall not (i) be or become subject at any time to any law, regulation, or list of any government agency (including,
without limitation, the OFAC) that prohibits or limits Investors from making any advance or extension of credit to Company or from otherwise
conducting business with Company, or (ii) fail to provide documentary and other evidence of Company’s identity as may be requested
by Investors at any time to enable Investors to verify Company’s identity or to comply with any applicable law or regulation, including,
without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318. Company shall comply with all requirements of
law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect. Upon Investors’
request from time to time, Company shall certify in writing to Investors that Company’s representations, warranties and obligations
under this Section 8.3 remain true and correct and have not been breached. Company shall immediately notify Investors in writing if any
of such representations, warranties or covenants are no longer true or have been breached or if Company has a reasonable basis to believe
that they may no longer be true or have been breached. In connection with such an event, Company shall comply with all requirements of
law and directives of governmental authorities and, at Investors’ request, provide to Investors copies of all notices, reports
and other communications exchanged with, or received from, governmental authorities relating to such an event. Company shall also reimburse
Investors any expense incurred by Investors in evaluating the effect of such an event on the loan secured hereby, in obtaining any necessary
license from governmental authorities as may be necessary for Investors to enforce its rights under the Transaction Documents, and in
complying with all requirements of law applicable to Investors as the result of the existence of such an event and for any penalties
or fines imposed upon Investors as a result thereof.


 




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9.
Miscellaneous. The provisions set forth in this Section 9 shall apply to this Agreement, as well as all other Transaction Documents
as if these terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth
in this Section 9 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.


 


9.1.
Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of New York without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of New York.


 


9.2.
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


9.3.
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.


 


9.4.
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


9.5.
Entire Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investors
makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term
sheets or other documents between Company and Investors, or any affiliate thereof, related to the transactions contemplated by the Transaction
Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investors, or any
affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there
is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents
shall govern.


 


9.6.
Amendments. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties
hereto.


 




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9.7.
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be
deemed effectively given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor
or by email to an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation
which is kept by sending party), (ii) the earlier of the date delivered or the fifth (5th) Trading Day after deposit, postage
prepaid, with an international courier, or (iii) the earlier of the date delivered or the third Trading Day after mailing by express
courier, with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the following
addresses (or at such other addresses as such party may designate by five (5) calendar days’ advance written notice similarly given
to each of the other parties hereto):


 


If
to Company:


 


Meiwu
Technology Company Limited


Attn:
Xinliang Zhang, CEO


1602,
Building C, Shenye Century Industrial Center, No. 743 Zhoushi Road


Bao’an
District, Shenzhen, People’s Republic of China


Phone:
0755-85250400


Email:
meiwubs@usmeiwu.com


 


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


 


Hunter
Taubman Fischer & Li LLC


Attn:
Joan Wu


48
Wall Street, Suite 1100


New
York, NY 10005


Email:
jwu@htflawyers.com


 


If
to Investors:


 


[  ]


 


9.8.
Successors and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed
by Investors hereunder may be assigned by Investors to a third party, including its affiliates, in whole or in part, without the need
to obtain Company’s consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its duties
hereunder, whether directly or indirectly, without the prior written consent of Investors, and any such attempted assignment or delegation
shall be null and void.


 


9.9.
Survival. The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive
the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investors. Company agrees to indemnify
and hold harmless Investors and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result
of or related to any breach or alleged breach by Company of any of its representations, warranties and covenants set forth in this Agreement
or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 


9.10.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 




    	9



     


    

 


9.11.
Attorneys’ Fees and Cost of Collection. In the event any suit, action or arbitration is filed by either party against the
other to interpret or enforce any of the Transaction Documents, the unsuccessful party to such action agrees to pay to the prevailing
party all costs and expenses, including attorneys’ fees incurred therein, including the same with respect to an appeal. The “prevailing
party” shall be the party in whose favor a judgment is entered, regardless of whether judgment is entered on all claims asserted
by such party and regardless of the amount of the judgment; or where, due to the assertion of counterclaims, judgments are entered in
favor of and against both parties, then the judge or arbitrator shall determine the “prevailing party” by taking into account
the relative dollar amounts of the judgments or, if the judgments involve nonmonetary relief, the relative importance and value of such
relief. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous
or bad faith pleading. If (i) the Note is placed in the hands of an attorney for collection or enforcement prior to commencing arbitration
or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investors otherwise takes action to
collect amounts due under the Note or to enforce the provisions of the Note, or (ii) there occurs any bankruptcy, reorganization, receivership
of Company or other proceedings affecting Company’s creditors’ rights and involving a claim under the Note; then Company
shall pay the costs incurred by Investors for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other proceeding, including, without limitation, attorneys’ fees, expenses, deposition costs, and disbursements.


 


9.12.
Waiver. No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party
granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision
or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent
or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


 


9.13.
Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS
OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW
OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY
WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


 


9.14.
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the
other Transaction Documents.


 


9.15.
Voluntary Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions
needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents
and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or has waived
the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or
undue influence by Investors or anyone else.


 


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IN
WITNESS WHEREOF, the undersigned Investors and Company have caused this Agreement to be duly executed as of the date first above written.


 


	 	INVESTOR:
	 	 	 
	 	By: 	                         
	 	 	 
	 	COMPANY:
	 	 	 
	 	Meiwu
    Technology Company Limited
	 	 	 
	 	By:	 
	 	 	Xinliang
    Zhang, CEO


 


[Signature
Page to Securities Purchase Agreement]


 




    	 



     


    

 


ATTACHED
EXHIBITS:


 


	Exhibit
    A	Note
	Exhibit
    B	Form
    of Warrants
	Exhibit
    C	Officer’s
    Certificate