Form 8-K

8-K — XMax Inc.

Accession: 0001493152-26-019625

Filed: 2026-04-29

Period: 2026-04-24

CIK: 0001473334

SIC: 2510 (HOUSEHOLD FURNITURE)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 24, 2026

XMAX

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-36259

90-0746568

(State

or Other Jurisdiction

(Commission

(I.R.S.

Employer

Incorporation)

File

Number)

Identification

No.)

6565

E. Washington Blvd., Commerce, CA 90040

(Address

of Principal Executive Office) (Zip Code)

(323)

888-9999

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

XWIN

Nasdaq

Stock Market

Item

1.01 Entry into a Material Definitive Agreement

April 24, 2026, XMax Inc. (the “Company”) entered into Securities Purchase

Agreements (the “Agreements”) with six non-U.S. investors (the “Purchasers”),

pursuant to which the Company agreed to sell to the Purchasers in a private placement for a total of 8,550,000 shares (the “Shares”)

of the Company’s common stock, par value $0.001 per share (the “Common Stock”),

at a purchase price of $3.64 per share for an aggregate offering price of $31,122,000 (the “Private

Placement”). The Private Placement will be completed pursuant to the exemption from registration provided by Regulation

S promulgated under the Securities Act of 1933, as amended. Pursuant to the Agreements, the Company

has 63,602,326 shares of common stock issued as of April 29, 2026.

The

form of the Agreements is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement

is subject to, and qualified in its entirety by the Agreements, the form of which is incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities

Please

see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

No.

Exhibit

Title or Description

10.1

Form of Securities Purchase Agreements by and between the Company and Purchasers dated April 24, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned, hereunto duly authorized.

XMax

Inc.

/s/

Xiaohua Lu

Xiaohua

Chief

Executive Officer

April

29, 2026

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of April 24, 2026 (the “Effective Date”)

by and between XMax Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature page

hereto (the “Purchaser”).

RECITALS

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section

5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulations S thereunder, the Company desires to issue and sell to

the Purchaser, and the Purchaser desires to purchase from the Company, certain securities of the Company as more fully described in this

Agreement.

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the

receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

ARTICLE

DEFINITIONS

1.1

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in

this Section 1.1:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person as such terms are used in, and construed, under Rule 405 under the Securities Act.

“Board

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

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day

on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing”

means the closing of the purchase and sale of the Shares pursuant to Section 2.1.

“Closing

Date” means the day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto,

and all conditions precedent to (i) the Purchaser’s obligations to pay the Subscription Amount and (ii) the Company’s obligations

to deliver the Shares, in each case, have been satisfied or waived.

“Commission”

means the United States Securities and Exchange Commission.

Page 2

“Exchange

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

“Exchange

Rules” shall mean the listing rules of The Nasdaq Stock Market.

“Liens”

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

“Common

Stock” means the shares of common stock of the Company, par value $0.001 per share, and any other class of securities into

which such securities may hereafter be reclassified or changed.

“Per

Share Purchase Price” equals $3.64 per share of Common Stock, which is 50% of the closing price of Common Stock listed

on Nasdaq of the trading day immediately preceding the date of this Agreement, subject to adjustment for reverse and forward stock splits,

stock combinations and other similar transactions of the Common Stock that may occur after the date of this Agreement.

“Person”

means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof), or other entity of any kind.

“Required

Approvals” shall have the meaning ascribed to such term in Section 3.1(c).

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“SEC

Reports” shall have the meaning ascribed to such term in Section 3.1(f).

“Securities

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

“Securities

Laws” means, collectively, the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”), the Securities

Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers”

(as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board, the Exchange Rules and applicable

state securities laws and regulations.

“Shares”

means the shares of Common Stock issued or issuable to the Purchaser pursuant to this Agreement.

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be

deemed to include the location and/or reservation of borrowable shares of Common Stock).

Page 3

“Subscription

Amount” means, as to the Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below the Purchaser’s

name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars and

in immediately available funds.

“Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the date hereof.

“Trading

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

“Trading

Market” means any of the following markets or exchanges on which the Common Stock are listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange (or any successors to any of the foregoing).

“Transaction

Documents” means this Agreement, and any other documents or agreements executed between the Company and the Purchaser in connection

with the transactions contemplated hereunder.

“Transfer

Agent” means Equiniti Trust Company, LLC, the current transfer agent of the Company, and any successor transfer agent of the

Company.

ARTICLE

II.

PURCHASE AND SALE

2.1

Closing. On the Closing Date, upon the terms

and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate

of _____ shares of Common Stock of the Company at the Per Share Purchase Price for a total

of $______. The Purchaser’s Subscription Amount, as set forth on the signature page hereto

executed by the Purchaser, shall be paid in installments as follows: (i) ten percent (10%) of the Subscription Amount shall be

wired to the Company or its designees within ten (10) business days of the date of this Agreement, and (ii) the remaining ninety percent

(90%) of the Subscription Amount shall be wired to the Company within sixty (60) business days of the date of this Agreement. Upon receipt

of the initial ten percent (10%) payment from the Purchaser and delivery by the Purchaser of other items set forth in Section 2.2, the

Company shall have its transfer agent to issue the stock certificate for the Shares to be delivered to the Company and be held in escrow

by the Company upon the full payment of the Purchase Price by the Purchaser. Upon receipt of payment for the full Subscription Amount,

the Company shall promptly release and deliver such stock certificate to the Purchaser.

2.2

Deliveries.

(a)

On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser each of the following:

(i)

this Agreement duly executed by the Company;

(ii)

subject to the payment under Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent

to deliver the Shares equal to the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, in the name of the

Purchaser, to the Company for escrow.

Page 4

(b)

On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:

(i)

this Agreement duly executed by the Purchaser; and

(ii)

the Purchaser’s Subscription Amount by wire transfer to the bank account directed by the Company.

2.3

Closing Conditions.

(a)

The obligations of the Company hereunder in connection

with the Closing are subject to the following conditions being met:

(i)

the accuracy when made and on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of

a specific date therein in which case they shall be accurate as of such date);

(ii)

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

and

(iii)

the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement on or prior to the Closing Date.

(b)

The obligations of the Purchaser hereunder in connection

with the Closing are subject to the following conditions being met:

(i)

the accuracy when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a

specific date therein in which case they will be accurate as of such date);

(ii)

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

(iii)

the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement on or prior to the Closing Date; and

(iv)

there shall have been no material adverse effect with respect to the Company since the date hereof.

ARTICLE

III.

REPRESENTATIONS AND WARRANTIES

3.1

Representations and Warranties of the Company.

Except as indicated in the SEC Reports, the Company hereby represents and warrants to the Purchaser as of the date of this Agreement

and as of the Closing Date as follows:

(a)

Organization and Qualification. The Company and

each of the Subsidiaries, if any, is an entity duly incorporated or otherwise organized and validly existing under the laws of each jurisdiction

in which it owns or leases properties or conducts any business so as to require such qualification, with the requisite power and authority

to own and use its properties and assets and to carry on its business as currently conducted.

Page 5

(b)

Authorization; Enforcement. The Company has the

requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the

other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement

and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby

have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board

of Directors or the Company’s shareholders, if necessary, in connection herewith or therewith other than in connection with the

Required Approvals (as defined below).

(c)

Filings, Consents and Approvals. The Company

is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with,

any governmental authority or any court or other federal, state, local or other governmental authority or other Person in connection

with the execution, delivery and performance by the Company of the Transaction Documents or the offer, issue and sale of the Shares,

other than: (i) the disclosure filing required for this Agreement and (ii) application(s) to each applicable Trading Market for the listing

of the Shares for trading thereon in the time and manner required thereby (collectively, the “Required Approvals”).

(d)

Authorization of the Shares. The Shares to be

sold by the Company and their issue and sale are duly authorized and, when issued and paid for in accordance with the applicable Transaction

Documents, will be duly and validly issued, fully paid and free and clear of all Liens imposed by the Company.

(e)

Capitalization. Except as may be described in

the SEC Reports, all of the issued share capital of the Company has been duly and validly authorized and issued, is fully paid and non-assessable.

(f)

SEC Reports. The Company has filed all reports,

schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including

pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required

by law or regulation to file such material) (the foregoing materials, including the exhibits thereto, documents incorporated by reference

therein, being collectively referred to herein as the “SEC Reports”).

3.2

Representations and Warranties of the Purchaser.

The Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as made

of a specific date stated therein, in which case they shall be accurate as of such date):

(a)

Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and

in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited

liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents

and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance

by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,

partnership, limited liability company or similar action, as applicable, on the part of the Purchaser.

Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser

in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it

in accordance with its terms.

Page 6

(b)

Understandings or Arrangements. The Purchaser is acquiring the Shares for its own account and has no direct or indirect arrangement

or understandings with any other persons to distribute or regarding the distribution of the Shares (this representation and warranty

not limiting the Purchaser’s right to sell the Shares in compliance with applicable federal and state securities laws). The Purchaser

is acquiring the Shares as principal, not as nominee or agent, and not with a view to or for distributing or reselling the Shares or

any part thereof in violation of the Securities Act or any applicable state securities law.

(c)

Foreign Investors. The Purchaser hereby represents that it has satisfied itself as to the full observance by the Purchaser of

the laws of its jurisdiction applicable to the Purchaser in connection with the purchase of the Shares or the execution and delivery

by the Purchaser of this Agreement and the Transaction Documents, including (i) the legal requirements within its jurisdiction for the

purchase of the Shares, (ii) any foreign exchange restrictions applicable to the purchase, (iii) any governmental or other consents that

may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the Purchaser’s purchase,

holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for, and continued beneficial ownership

of, the Shares will not violate any securities or other laws of the Purchaser’s jurisdiction applicable to the Purchaser.

(d)

Experience of the Purchaser. The Purchaser, either alone or together with its representatives,

has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits

and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. The Purchaser is

able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

(e)

Access to Information. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents and the

SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from,

representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing

in the Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties,

management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information

that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision

with respect to the investment.

(f)

Regulation S. The Purchaser is a non-U.S. person (as such term is defined in Rule 902 of Regulation S under the Securities Act)

and is not acquiring the Shares for the account or benefit of a U.S. person. The Purchaser will not, within eighteen (18) months of the

date of the transfer of the Shares to the Purchaser, (i) make any offers or sales of the Shares in the United States or to, or for the

benefit of, a U.S. person (in each case, as defined in Regulation S) , or (ii) engage in hedging transactions with regard to the Shares.

Neither the Purchaser nor any of the Purchaser’s Affiliates or any person acting on his/her/its or their behalf has engaged or

will engage in directed selling efforts (within the meaning of Regulation S) with respect to the Shares, and all such persons have complied

and will comply with the offering restriction requirements of Regulation S in connection with the offering of the Shares outside of the

United States. The Purchaser further makes the representations and warranties to the Company set forth on Exhibit A.

Page 7

(g)

Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Purchaser has not,

nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed any purchases

or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser first

discussed the transaction with the Company or any other Person representing the Company setting forth the material terms of the transactions

contemplated hereunder and ending on the date when this Agreement is publicly disclosed by the Company. The Purchaser has maintained

the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

(h)

Purchaser Status. At the time the Purchaser was offered the Shares, it was, and as of the date hereof it is, an “accredited

investor” as defined in Rule 501(a) under the Securities Act.

(i)

No Registration. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act

or applicable securities laws of any state or country and therefore the Shares cannot be sold, pledged, assigned or otherwise disposed

of unless they are subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration

requirements are available. The Company shall be under no obligation to register the Shares under the Securities Act and applicable state

securities laws, and any such registration shall be in the Company’s sole discretion.

(j)

No General Solicitation. The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other

communication regarding the Shares published in any newspaper, magazine, website or similar media or broadcast over television or radio

or presented at any seminar or any other general solicitation or general advertisement.

ARTICLE

IV.

OTHER

AGREEMENTS OF THE PARTIES

4.1

Reservation of Securities. As of the date hereof,

the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient

number of shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill

its obligations in full under the Transaction Documents.

4.2

Certain Transactions and Confidentiality. The

Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any

purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of

this Agreement and ending on the date when this Agreement is publicly disclosed by the Company. The Purchaser also covenants that until

such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, the Purchaser will maintain the confidentiality

of the existence and terms of this transaction.

Page 8

4.3

Legends. The Shares may only be disposed of in

compliance with state and federal securities laws. In connection with any transfer of Shares other than pursuant to an effective registration

statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the

transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the

Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. The Purchaser

agrees to the imprinting, so long as is required by this Section 4.3, of a legend on all of the certificates evidencing the Shares in

the following form:

THIS

SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON

AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY

NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION

FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE

SECURITIES LAWS.

4.4

Lock-Up. In addition to the restrictions

under Regulation S, without the prior written consent of the Company, the Purchaser shall not, during the period commencing on the date

of this Agreement and ending 60 months after such date (the “Lock-Up”) offer, pledge, sell, contract to sell, grant,

lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable

for Shares, with respect to which the Purchaser has the power of disposition. However, if the closing price of the Common Stock of the

Company on the Trading Market reaches $10 per share during any trading day after six months from the date of this Agreement (“Release

Condition”), the Lock Up shall be lifted and released immediately upon meeting such Release Condition.

ARTICLE

MISCELLANEOUS

5.1

Termination. This Agreement may be terminated

by the Company or the Purchaser, by written notice to the other party if the Closing has not been consummated on or before July 20, 2026;

provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2

Fees and Expenses. Except as expressly set forth

in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other

experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance

of this Agreement.

5.3

Entire Agreement. The Transaction Documents contain

the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and

understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits

and schedules.

Page 9

5.4

Notices. Any and all notices or other communications

or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest

of: (a) the date of transmission, if such notice or communication is delivered via facsimile at or prior to 5:30 p.m. (New York City

time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile

on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day

following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party

to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages

attached hereto.

5.5

Amendments; Waivers. No provision of this Agreement

may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and

the Purchaser or, in the case of a waiver, by the party granting the waiver. No waiver of any default with respect to any provision,

condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default

or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right

hereunder in any manner impair the exercise of any such right.

5.6

Headings. The headings herein are for convenience

only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.7

Successors and Assigns. This Agreement shall

be binding upon and inure to the benefit of the parties and their successors and permitted assigns. No party hereto may assign this Agreement

or any rights or obligations hereunder without the prior written consent of the Company and such Purchaser.

5.8

No Third-Party Beneficiaries. This Agreement

is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of,

nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in this Section 5.8.

5.9

Governing Law. All questions concerning the construction,

validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with

the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all

legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any

other Transaction Documents (whether brought against a party hereto or its respective affiliates,

directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal

courts sitting in the New York City, New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal

courts sitting in New York City, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated

hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives,

and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such

court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably

waives personal service of process and consents to process being served in any such 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

contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

5.10

Survival. The representations and warranties

contained herein shall survive the Closing and the delivery of the Shares. The terms of this Article V shall survive any termination

of the Agreement pursuant to Section 5.1.

5.11

Execution. This Agreement may be executed in

two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective

when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign

the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”

format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature

is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

Page 10

5.12

Severability. If any term, provision, covenant

or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder

of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected,

impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means

to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby

stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and

restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13

Saturdays, Sundays, Holidays, etc. If the last

or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day,

then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.14

Construction. The parties agree that each of

them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal

rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation

of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock

in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock combinations and other similar

transactions of the Common Stock that occur after the date of this Agreement. The English version of this Agreement, regardless of whether

a translation in any other language is or will be made, shall be the only authentic version.

5.15

WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT,

OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE

GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature

Pages Follow)

Page 11

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

XMAX

INC.

By:

/s/Xiaohua

Name:

Xiaohua

Title:

Chief

Executive Officer

Address

for Notice: XMax, Inc. 6565 E Washington Blvd. Commerce,

CA 90040

E-Mail:

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE

PAGE FOR PURCHASER FOLLOWS]

Page 12

[PURCHASER

SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

Name

of Purchaser:

Signature

of Authorized Signatory of Purchaser:

Address of Purchaser:

Address

For Notice to Purchaser:

Subscription

Amount: Number of Shares:

Page 13

EXHIBIT

A TO

THE

SECURITIES PURCHASE AGREEMENT

NON

U.S. PERSON REPRESENTATIONS

The

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

the time of (a) the offer by the Company and (b) the acceptance of the offer by the Purchaser, of the Shares, the Purchaser was outside

the United States.

The

Purchaser is acquiring the Shares for Purchaser’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.

The

Purchaser 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, Purchaser 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 date of Closing and ending on the date that is eighteen months thereafter (the “Distribution

Compliance Period”), except pursuant to registration under the Securities Act or an exemption from registration under the

Securities Act.

The

Purchaser 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.

Neither

the Purchaser, its affiliates nor any person acting on behalf of Purchaser, 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 date of Closing through the Distribution Compliance Period except in compliance with the Securities Act.

The

Purchaser consents to the placement of a legend on any certificate or other document evidencing the Shares substantially in the form

set forth in Section 4.3.

The

Purchaser 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.

The

Purchaser has sufficient knowledge and experience in finance, securities, investments and other business

matters to be able to protect Purchaser’s interests in connection with the transactions contemplated by this Agreement.

The

Purchaser has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning

its investment in the Shares.

Page 14

10.

The

Purchaser 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.

The

Purchaser has had access to the Company’s information that the Purchaser has requested and all such information is sufficient

for Purchaser to evaluate the risks of investing in the Shares.

12.

The

Purchaser 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.

The

Purchaser 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.

The

Purchaser 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.

The

Purchaser represents that the address furnished on its signature page to this Agreement is the principal residence if he/she/it is

an individual or its principal business address if it is a corporation or other entity.

16.

The

Purchaser 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 the Purchaser and that any representation to the contrary is a criminal offense.

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