Exhibit 10.4


 


THIS
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “1933 ACT”). 


 


NONE
OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS
(AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. 


 


PRIVATE
PLACEMENT SUBSCRIPTION

FOR NON U.S. SUBSCRIBERS


 


 


Kenongwo
Group US, Inc.


 


PRIVATE
PLACEMENT


 


 


 


 


 


 


INSTRUCTIONS
TO SUBSCRIBER:


 


 


1.
COMPLETE the information on page 2 of this Subscription Agreement.


 


2.
COMPLETE the Lock-Up Agreement attached as Schedule A to this Subscription Agreement (the “Lock-Up Agreement”).


 






    


     


    

 





Kenongwo
Group US, Inc.


 


PRIVATE
PLACEMENT


 


The
Subscriber hereby irrevocably subscribes for, and on Closing will purchase from the Company, the following securities at a price
of $_____ per Share


 


	_______________Shares
    for $_____________ (the “Subscription Proceeds”)
	 


 


The
Subscriber directs the Company to issue, register and deliver the certificates representing the Shares as follows:


 


	REGISTRATION
    INSTRUCTIONS:	DELIVERY
    INSTRUCTIONS:
	 

                                                                                                           

        Name
        to appear on certificate

        

                                                                                                          

        SIN/Tax ID No.

        

                                                                                                          

        Address

        

        

        

                                                                                                          
	 

                                                                                                           

        Name
        and account reference, if applicable

        

                                                                                                          

        Contact name

        

                                                                                                          

        Address

        

                                                                                                          

        Telephone number

	EXECUTED
    by the Subscriber this _______ day of__________, 20__. By executing this Agreement, the Subscriber certifies that the Subscriber
    and any beneficial purchaser for whom the Subscriber is acting is resident in the jurisdiction shown as the “Address
    of the Subscriber”. The address of the Subscriber will be accepted by the Company as a representative as to the address
    of residency for the Subscriber.
	WITNESS:	EXECUTION
    BY SUBSCRIBER:
	

                                                                                

                                                                                                                                           

                                         Signature of witness
 
                                                                                                   

                                         Name of witness
 
                                                                                                   

                                         Address of witness
 
                                                                                                   
	X
                                                                                                      

    Signature of individual (if Subscriber is an individual)

    

    X                                                                                                  
    

    Authorized signatory (if Subscriber is not an individual)

    

                                                                                                      

    Name of Subscriber (please print)

    

                                                                                                      

    Name of authorized signatory (please print)
	

                                         ACCEPTED this _______ day of ___________, 20___.

         

        Kenongwo
        Group US, Inc.

        Per:

         

                                                                                                          

        Authorized
signatory
	

                                                                                                      

    Address of Subscriber (residence)

    

                                                                                                      

    Telephone number and e-mail address

    

    


 


By
signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages
3-11 hereof.


 


This
Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute
an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement
by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed
to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth.








 






     


     


    

 


THIS
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “1933 ACT”). 


 


NONE
OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS
(AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. 


 


PRIVATE
PLACEMENT SUBSCRIPTION


 


(Non
U.S. Subscribers Only)


 


TO:
      Kenongwo Group US, Inc.  (the “Company”)


 


Purchase of Shares


 


1.
Subscription


 


1.1
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of shares of
the Company’s common stock (the “Shares”) at a price of $[ ] per Share as set out on page 2 of this Subscription Agreement
(such subscription and agreement to purchase being the “Subscription”), for the Subscription Proceeds indicated on page
2, on the basis of the representations and warranties and subject to the terms and conditions set forth herein and subject to
a 24-month lock-up period and related terms and conditions set out in the Lock-Up Agreement set out as Schedule “A”
hereto. The Shares are referred to as the “Securities”.


 


1.2
The Company hereby agrees to sell, on the basis of the representations and warranties and subject to the terms and conditions
set forth herein, to the Subscriber the Shares. Subject to the terms hereof, the Subscription Agreement will be effective upon
its acceptance by the Company.


 


1.3
Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States.


 


2.
Payment


 


2.1
The Subscription Proceeds must be received by the Company by [ ], 20___. The Subscriber authorizes the Company’s lawyers to deliver
the Subscription Proceeds to the Company if the Subscription Proceeds are delivered to the Company’s lawyers or another
entity designated by the Company, without further instructions required.


 






    1


     


    

 


2.2
The Subscriber acknowledges and agrees that this Subscription Agreement and any other documents delivered in connection herewith
will be held by the Company’s lawyers on behalf of the Company. In the event that this Subscription Agreement is not accepted
by the Company for whatever reason within 90 days of the delivery of an executed Subscription Agreement by the Subscriber, or
the minimum offering amount is not achieved by that time, this Subscription Agreement, the Subscription Proceeds and any other
documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in
this Subscription Agreement without interest or deduction.


 


2.3
Where the Subscription Proceeds are paid to the Company, the Company may treat the Subscription Proceeds as a non-interest bearing
loan and may use the Subscription Proceeds prior to this Subscription Agreement being accepted by the Company.


 


2.4
The Subscriber must complete, sign and return to the Company an executed copy of this Subscription Agreement, the Lock-Up Agreement
attached hereto as Schedule A (the “Questionnaire”) and any other schedules attached hereto.


 


2.5
The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires,
notices and undertakings as may be required by regulatory authorities, stock exchanges and applicable law.


 


3.
Closing


 


3.1
Closing of the purchase and sale of the Shares shall occur on such date as may be determined by the Company in its sole discretion
(the “Closing Date”). The Subscriber acknowledges that Shares may be issued to other subscribers under this offering
(the “Offering”) before or after the Closing Date. The Company, may, at its discretion, elect to close the Offering
in one or more closings, in which event the Company may agree with one or more subscribers (including the Subscriber hereunder)
to complete delivery of the Shares to such subscriber(s) against payment therefore at any time on or prior to the Closing Date.


 


4.
Acknowledgements of Subscriber


 


4.1
The Subscriber acknowledges and agrees that:


 


		(a)	none
of the Securities have been registered under the Securities Act of 1933, as amended (the “1933 Act”), or under any
state securities or “blue sky” laws of any state of the United States, and are being offered only in a transaction
not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in
the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933
Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and
in each case only in accordance with applicable state and provincial securities laws;



 


		(b)	the
Company will refuse to register any transfer of any of the Securities not made in accordance with the provisions of Regulation
S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction
not subject to, the registration requirements of the 1933 Act;



 


		(c)	the
decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased hereunder has not been based upon
any oral or written representation as to fact or otherwise made by or on behalf of the Company;



 






    2


     


    

 


		(d)	the
Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to review the Company Information and to ask
questions of and receive answers from the Company regarding the Offering, and to obtain additional information, to the extent
possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained
in the Company Information, or any other document provided to the Subscriber;



 


		(e)	the
books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions,
by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books
pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber’s attorney and/or
advisor(s);



 


		(f)	by
execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares
pursuant to this Subscription Agreement;



 


		(g)	the
Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in
this Subscription Agreement and the Questionnaire and the Subscriber will hold harmless the Company from any loss or damage it
may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement and the Questionnaire;



 


		(h)	the
Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees,
agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending
against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based
upon any acknowledgment, representation or warranty of the Subscriber contained herein, the Questionnaire or in any other document
furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure
by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;



 


		(i)	the
issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the
Company acting reasonably, it is not in the best interests of the Company;



 


		(j)	the
Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and
risks of an investment in the Securities and with respect to the applicable resale restrictions, and it is solely responsible
(and the Company is not in any way responsible) for compliance with:



 


		(i)	any
applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities
hereunder, and



 


		(ii)	applicable
resale restrictions;



 


		(k)	the
Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts”
(as defined in Regulation S under the 1933 Act) 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 the Subscriber may sell or otherwise dispose
of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities
laws or under an exemption from such registration requirements and as otherwise provided herein;



 






    3


     


    

 


		(l)	the
Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as
principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization
thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;



 


		(m)	the
statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance
with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of
the 1933 Act;



 


		(n)	none
of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to
the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system;



 


		(o)	neither
the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the
Securities;



 


		(p)	no
documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;



 


		(q)	there
is no government or other insurance covering any of the Securities; and



 


		(r)	this
Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges
and agrees that the Company reserves the right to reject any subscription for any reason.



 


5.
Representations, Warranties and Covenants of the Subscriber


 


5.1
The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants
shall survive the Closing Date) that:


 


		(a)	the
Subscriber is not a U.S. Person (as defined herein);



 


		(b)	the
Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person (as defined herein);



 


		(c)	the
Subscriber is resident in the jurisdiction set out on page 2 of this Subscription Agreement;



 


		(d)	the
Subscriber:



 


		(i)	is
knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having
application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would
apply to the acquisition of the Shares,



 


		(ii)	is
purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if
such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable securities laws of the securities
regulators in the International Jurisdiction without the need to rely on any exemptions,



 






    4


     


    

 


		(iii)	acknowledges
that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any
filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International
Jurisdiction in connection with the issue and sale or resale of any of the Securities, and



 


		(iv)	represents
and warrants that the acquisition of the Shares by the Subscriber does not trigger:



 


		A.	any
obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International
Jurisdiction, or



 


		B.	any
continuous disclosure reporting obligation of the Company in the International Jurisdiction, and



 


the
Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International
Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
Company, acting reasonably;


 


		(e)	the
Subscriber is acquiring the Shares as principal for investment only and not with a view to, or for, resale, distribution or fractionalization
thereof, in whole or in part, and, in particular, it has no intention to distribute either directly or indirectly any of the Securities
in the United States or to U.S. Persons (as defined herein);



 


		(f)	the
Subscriber is outside the United States when receiving and executing this Subscription Agreement;



 


		(g)	the
Subscriber understands and agrees not to engage in any hedging transactions involving any of the Securities unless such transactions
are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state securities laws;



 


		(h)	the
Subscriber acknowledges that it has not acquired the Shares as a result of, and will not itself engage in, any “directed
selling efforts” (as defined in Regulation S under the 1933 Act) 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 the Subscriber may
sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any
applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;



 


		(i)	the
Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions
required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws
of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained
to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;



 


		(j)	the
entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of
the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement,
written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;



 


		(k)	the
Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the
Subscriber enforceable against the Subscriber;



 






    5


     


    

 


		(l)	the
Subscriber has received and carefully read this Subscription Agreement;



 


		(m)	the
Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Securities
for an indefinite period of time, and can afford the complete loss of such investment;



 


		(n)	the
Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits
and risks of the investment in the Securities and the Company, and the Subscriber is providing evidence of knowledge and experience
in these matters through the information requested in the Questionnaire;



 


		(o)	the
Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations,
warranties, covenants and agreements contained in this Subscription Agreement and the Questionnaire, and agrees that if any of
such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly
notify the Company;



 


		(p)	the
Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of
the investment;



 


		(q)	the
Subscriber is purchasing the Shares for its own account for investment purposes only and not for the account of any other person
and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is
such Shares, and the Subscriber has not subdivided his interest in the Shares with any other person;



 


		(r)	the
Subscriber is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Subscriber participating,
pursuant to a contractual agreement or otherwise, in the distribution of the Shares;



 


		(s)	the
Subscriber has made an independent examination and investigation of an investment in the Securities and the Company and has depended
on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for
the Subscriber’s decision to invest in the Securities and the Company;



 


		(t)	if
the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, the Subscriber has sole investment
discretion with respect to each such account, and the Subscriber has full power to make the foregoing acknowledgements, representations
and agreements on behalf of such account;



 


		(u)	the
Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general
solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper,
magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by
general solicitation or general advertising;



 


		(v)	no
person has made to the Subscriber any written or oral representations:



 


		(i)	that
any person will resell or repurchase any of the Securities,



 


		(ii)	that
any person will refund the purchase price of any of the Securities,



 






    6


     


    

 


		(iii)	as
to the future price or value of any of the Securities, or



 


		(iv)	that
any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that
application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation
system; and



 


		(w)	the
Subscriber acknowledges and agrees that the Company shall not consider the Subscriber’s Subscription for acceptance unless
the undersigned provides to the Company, along with an executed copy of this Subscription Agreement:



 


		(i)	a
fully completed and executed Lock-Up Agreement in the form attached hereto as Schedule A, and



 


		(ii)	such
other supporting documentation that the Company or its legal counsel may request to establish the Subscriber’s qualification
as a qualified investor.



 


5.2
In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S
promulgated under the 1933 Act and for the purpose of the Subscription Agreement includes any person in the United States.


 


6.
Acknowledgement and Waiver


 


6.1
The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the Company Information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which
the Subscriber might be entitled in connection with the distribution of any of the Shares.


 


7.
Representations and Warranties will be Relied Upon by the Company


 


7.1
The Subscriber acknowledges that the acknowledgements, representations and warranties contained herein and in the Questionnaire
are made by it with the intention that they may be relied upon by the Company and its legal counsel in determining the Subscriber’s
eligibility to purchase the Shares under applicable securities legislation, or (if applicable) the eligibility of others on whose
behalf it is contracting hereunder to purchase the Shares under applicable securities legislation. The Subscriber further agrees
that by accepting delivery of the certificates representing the Shares, it will be representing and warranting that the acknowledgements
representations and warranties contained herein and in the Questionnaire are true and correct as of the date hereof and will continue
in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Shares.


 


8.
Resale Restrictions


 


8.1
The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities
legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have
been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered
or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities
laws or exemptions from such registration requirements are available.


 



    7


     


    

 





9.
Legending and Registration of Subject SECURITIES


 


9.1
The Subscriber hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under
the applicable securities laws and regulations, the certificates representing the Shares will bear a legend in substantially the
following form:


 


THE
SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).


 


NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING
THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON”
ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.


 


9.2
The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar
and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription
Agreement.


 


10.
Collection of Personal Information


 


10.1
The Subscriber acknowledges and consents to the fact that the Company is collecting the Subscriber’s personal information for
the purpose of fulfilling this Subscription Agreement and completing the Offering. The Subscriber’s personal information (and,
if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) may be disclosed by
the Company to (a) stock exchanges or securities regulatory authorities, (b) the Company’s registrar and transfer agent, (c) government
authorities having jurisdiction over the Company or the Subscriber, and (d) any of the other parties involved in the Offering,
including legal counsel, and may be included in record books in connection with the Offering. By executing this Subscription Agreement,
the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s personal information
(and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) and to the retention
of such personal information for as long as permitted or required by law or business practice. Notwithstanding that the Subscriber
may be purchasing Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars
as to the identity of such undisclosed principal as may be required by the Company in order to comply with the foregoing.


 






    8


     


    

 


11.
Costs


 


11.1
The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements
of any special counsel retained by the Subscriber) relating to the purchase of the Shares shall be borne by the Subscriber.


 


12.
Governing Law


 


12.1
This Subscription Agreement is governed by the laws of the State of Nevada. The Subscriber, in its personal or corporate capacity
and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably attorns to the exclusive jurisdiction
of the Courts of the State of Nevada.


 


13.
Survival


 


13.1
This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall
survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase
of the Shares by the Subscriber pursuant hereto.


 


14.
Assignment


 


14.1
This Subscription Agreement is not transferable or assignable.


 


15.
Severability


 


15.1
The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this Subscription Agreement.


 


16.
Entire Agreement


 


16.1
Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated
or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale
of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written,
by statute or common law, by the Company or by anyone else.


 


17.
Notices


 


17.1
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication. Notices to the Subscriber shall be directed to the address on page 2 and notices to
the Company shall be directed to it at the first page of this Subscription Agreement.


 


18.
Counterparts and Electronic Means


 


18.1
This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall
constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription
Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy
will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth.


 


19.
TRANSLATION


 


19.1
A Chinese translation of this Subscription Agreement for the reference of certain individuals may be provided. The Shareholder
acknowledges and agrees that any translation is solely as a courtesy and the Company makes no representation or warranty as to
the accuracy of the translation. In the event of any discrepancy between the English and the Chinese, the English version shall
prevail.


 


 


9