Form 8-K

8-K — CIMG Inc.

Accession: 0001493152-26-045101

Filed: 2026-09-30

Period: 2026-09-24

CIK: 0001527613

SIC: 5900 (RETAIL-MISCELLANEOUS RETAIL)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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2026-09-24

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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): September 24, 2026

CIMG

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-39338

38-3849791

(State

or other jurisdiction

incorporation or organization

(Commission

File

(IRS

Employer

Identification

No.)

Room

R2, FTY D, 16/F, Kin Ga Industrial Building,

San On Street, Tuen Mun, Hong Kong 000

(Address

of principal executive offices)

852 70106695

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

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))

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, $0.00001 par

value

CIMG

OTCID

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

September 24, 2026, CIMG Inc. (the “Company”) entered into a securities purchase agreement (the “Securities

Purchase Agreement”) with certain non-U.S. investors (the “Investors”), pursuant to which the Company agreed

to issue and sell to the Investors an aggregate of 3,000,000,000 shares of the Company’s common stock, par value $0.00001 per share

(the “Shares”), at a purchase price of $0.0029 per Share, for aggregate gross proceeds of $8.7 million (the “Private

Placement”). The Investors may pay the purchase price in U.S. dollars or Bitcoin, in accordance with the terms of the Securities

Purchase Agreement. The Securities Purchase Agreement contains customary representations, warranties and covenants of the Company and

the Investors.

The

closing of the Private Placement is expected to occur within five business days following the date of the Securities Purchase Agreement,

or on such other date as the parties may mutually agree in writing, subject to the satisfaction or waiver of the closing conditions set

forth in the Securities Purchase Agreement. Subject to the satisfaction or waiver of the applicable closing conditions, the Company expects

to issue and sell the Shares in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act of 1933,

as amended (the “Securities Act”). In connection with the proposed offer and sale of the Shares, the Company will

rely on representations and covenants of each Investor, including that the Investor is not a U.S. person and is acquiring the Shares

in an offshore transaction. The Company expects to conduct the proposed offer and sale in accordance with the requirements of Regulation

S. The Shares have not been registered under the Securities Act and may not be offered or sold in the United States unless registered

under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act.

The

foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference

to the full text of the Securities Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated

herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

10.1

Form of Securities Purchase Agreement, by and among CIMG Inc. and the investors party thereto.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

SIGNATURE

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 thereunto duly authorized.

CIMG Inc.

Dated:

September 30, 2026

By:

/s/ Jianshuang

Wang

Name:

Jianshuang Wang

Title:

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

SECURITIES PURCHASE AGREEMENT, dated as of September 24, 2026 (this “Agreement”, as the same may hereafter be modified,

supplemented, extended, amended, restated or amended and restated from time to time), is entered into by and among CIMG Inc., a Nevada

corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule

I (as updated from time to time) (each an “Investor” and collectively, the “Investors”).

RECITALS

WHEREAS,

the Company desires to issue and sell to each Investor, and each Investor desires to purchase from the Company, upon the terms and conditions

stated in this Agreement, an aggregate of 3,000,000,000 shares of Common Stock at a purchase price of $0.0029 per Share, for aggregate

gross proceeds of $8,700,000 as more fully described in this Agreement;

AGREEMENT

NOW,

THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree

as follows:

ARTICLE

RECITALS,

SCHEDULES

The

foregoing recitals are true and correct and, together with the Exhibits and Schedules referred to hereafter, are incorporated into this

Agreement by this reference.

ARTICLE

DEFINITIONS

For

purposes of this Agreement, except as otherwise expressly provided or otherwise defined elsewhere in this Agreement, or unless the context

otherwise requires, the capitalized terms in this Agreement shall have the meanings assigned to them in this Article as follows:

2.1

“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.

2.2

“Agreement” shall have the meaning ascribed to such term in the Preamble.

2.3

“Assets” means all of the properties and assets of the Company and its Subsidiaries (as defined below), whether real,

personal or mixed, tangible or intangible, wherever located, whether now owned or hereafter acquired.

2.4

“Investor” shall have the meaning ascribed to such term in the Preamble.

2.5

“Claims” means any Proceedings, Judgments, Obligations, known threats, losses, damages, deficiencies, settlements,

assessments, charges, costs and expenses of any nature or kind.

2.6

“Common Stock” means the Company’s common stock, $0.00001 par value per share.

2.7

“Company” shall have the meaning ascribed to such term in the Preamble.

2.8

“Contract” means any written contract, agreement, order or commitment of any nature whatsoever, including, any sales

order, purchase order, lease, sublease, license agreement, services agreement, loan agreement, mortgage, security agreement, guarantee,

management contract, employment agreement, consulting agreement, partnership agreement, stockholders agreement, buy-sell agreement, option,

warrant, debenture, subscription, call or put.

2.9

“Encumbrance” means any lien, security interest, pledge, mortgage, easement, leasehold, assessment, tax, covenant,

restriction, reservation, conditional sale, prior assignment, or any other encumbrance, claim, burden or charge of any nature whatsoever.

2.10

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated

thereunder.

2.11

“GAAP” means generally accepted accounting principles, methods and practices set forth in the opinions and pronouncements

of the Accounting Principles Board and the American Institute of Certified Public Accountants, and statements and pronouncements of the

Financial Accounting Standards Board, the SEC or of such other Person as may be approved by a significant segment of the U.S. accounting

profession, in each case as of the date or period at issue, and as applied in the U.S. to U.S. companies.

2.12

“Governmental Authority” means any foreign, federal, state or local government, or any political subdivision thereof,

or any court, agency or other body, organization, group, stock market or exchange exercising any executive, legislative, judicial, quasi-judicial,

regulatory or administrative function of government.

2.13

“Judgment” means any final order, writ, injunction, fine, citation, award, decree, or any other judgment of any nature

whatsoever of any Governmental Authority.

2.14

“Law” means any provision of any law, statute, ordinance, code, constitution, charter, treaty, rule or regulation

of any Governmental Authority applicable to the Company.

2.15

“Material Adverse Change” shall have the meaning ascribed to such term in Section 6.13.

2.16

“Obligation” means any debt, liability or obligation of any nature whatsoever, whether secured, unsecured, recourse,

nonrecourse, liquidated, unliquidated, accrued, absolute, fixed, contingent, ascertained, unascertained, known, unknown or obligations

under executory Contracts.

2.17

“Person” means any individual, sole proprietorship, joint venture, partnership, company, corporation, association,

cooperation, trust, estate, Governmental Authority, or any other entity of any nature whatsoever.

2.18

“Principal Trading Market” shall mean the OTC Markets on which the Company’s Common Stock is quoted.

2.19

“Proceeding” means any demand, claim, suit, action, litigation, investigation, audit, study, arbitration, administrative

hearing, or any other proceeding of any nature whatsoever.

2.20

“Purchase Price” means $0.0029 per Share.

2.21

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

2.22

“SEC Documents” means all registration statements, proxy statements and other statements, reports, schedules, forms

and other documents that are either required from time to time to be or have otherwise been filed or furnished by the Company with or

to the SEC, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference

therein.

2.23

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

2.24

“Share” or “Shares” means shares of the Company’s Common Stock.

2.25

“Company Wallet” means the digital asset wallet address designated in writing by the Company to the Investors for

the receipt of Bitcoin.

2.26

“Bitcoin” means bitcoin, the native digital asset of the Bitcoin blockchain network.

2.27

“Sale Event” means (i) the sale of all or substantially all the assets of the Company, (ii) any merger, consolidation

or acquisition involving the Company with, by or into another corporation, entity or Person, or (iii) any change in the ownership of

more than fifty percent (50%) of the voting capital stock of the Company in one or more related transactions.

2.28

“Regulation S” means Regulation S promulgated under the Securities Act.

2.29

“Tax” means (i) any foreign, federal, state or local income, profits, gross receipts, franchise, sales, use, occupancy,

general property, real property, personal property, intangible property, transfer, fuel, excise, accumulated earnings, personal holding

company, unemployment compensation, social security, withholding taxes, payroll taxes, or any other tax of any nature whatsoever; (ii)

any foreign, federal, state or local organization fee, qualification fee, annual report fee, filing fee, occupation fee, assessment,

rent, or any other fee or charge of any nature whatsoever; or (iii) any deficiency, interest or penalty imposed with respect to any of

the foregoing.

2.30

“Transfer Agent” means VStock Transfer, LLC.

2.31

“Effective Date” means the date of this Agreement.

2.32

“Transaction Documents” means this Agreement and other documents related to this transaction.

2.33

“Offshore Transaction” shall have the meaning ascribed to the term “offshore transaction” in Rule 902

of Regulation S.

2.34

“Rule 144” means Rule 144 promulgated by the SEC 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 SEC having substantially the same purpose and effect as

such Rule.

ARTICLE

III

INTERPRETATION

this Agreement, unless the express context otherwise requires: (i) the words “herein,” “hereof” and “hereunder”

and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) references

to the words “Article” or “Section” refer to the respective Articles and Sections of this Agreement, and references

to “Exhibit” or “Schedule” refer to the Exhibits or Schedules annexed hereto; (iii) references to a “party”

mean a party to this Agreement and include references to such party’s permitted successors and permitted assigns; (iv) references

to a “third party” mean a Person not a party to this Agreement; (v) the terms “dollars” and “$”

means U.S. dollars; (vi) wherever the word “include,” “includes,” or “including” is used in this

Agreement, it will be deemed to be followed by the words “without limitation.”

ARTICLE

PURCHASE

AND SALE

4.1

Sale and Issuance of Shares. Subject to the terms and conditions of this Agreement, each Investor agrees to purchase, and the Company

agrees to sell and issue to each Investor, the Shares in the respective amount and for the respective aggregate purchase price (“Aggregate

Purchase Price”) as set forth in Schedule I to this Agreement at the per Share price equal to the Purchase Price. At the Closing

(defined below), the Company shall issue to each Investor such number of Shares as set forth on Schedule I.

4.2

Closing. The purchase, sale, and issuance of the Shares (the “Closing”) shall take place remotely via exchange

of documents within five business days from the date hereof or another date as the parties mutually agree in writing (the “Closing

Date”).

4.3

[Reserved].

4.4

Form of Payment; Delivery. On or before the Closing Date, payments for the Purchase Price will be made by each Investor by wire

into the bank account designated by the Company in U.S. dollars or by Bitcoin transferred into the wallet designated by the Company,

and the Company shall issue the Shares to each Investor.

(a)

In the event that the Aggregate Purchase Price (or any portion thereof) is paid in any currency or property, including digital currencies,

other than U.S. dollars, the value of the Aggregate Purchase Price shall, if it is necessary to determine an equivalent amount in U.S.

dollars, be deemed to be, at the Company’s election (i) the U.S. dollar equivalent of such currency or property as of the date

and time this Agreement is executed by the Company as published on such Exchange or Exchanges as shall be determined in the sole discretion

of the Company, or (ii) the U.S. dollar value, net of any Exchange fees or costs, actually received by the Company upon exchange of such

currency or property into U.S. dollars. For purposes of this Section 4.4(a), “Exchange” means any organization, association,

or group of persons, whether incorporated or unincorporated, which constitutes, maintains, or provides a marketplace or facilities for

bringing together purchasers and sellers of cryptocurrencies or digital assets. For purposes of this Agreement, the Aggregate Purchase

Price to be paid in Bitcoin shall be based on a reference price of $70,000 per Bitcoin, unless otherwise agreed in writing by the Company

and the applicable Investor. Each Investor shall bear all network, transaction and similar fees associated with the transfer of Bitcoin,

and only the amount of Bitcoin actually received by the Company in the Company Wallet shall be credited against such Investor’s

Aggregate Purchase Price. Payment in Bitcoin shall be deemed made only when the Company has received such Bitcoin in the Company Wallet

and completed all applicable anti-money laundering and sanctions screening. The Company may decline to accept any Bitcoin that it determines,

in its reasonable discretion, it is unable or unwilling to accept based on applicable anti-money laundering, sanctions, know-your-customer

or source-of-funds requirements.

4.5

Deliveries.

(a)

On or prior to the Closing Date, subject to the conditions precedent in Article VIII, the Company shall deliver or cause to be delivered

to each Investor the following:

(i)

this Agreement duly executed by the Company;

(ii)

a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, evidence

of the issuance of such Investor’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the

name of such Investor, which evidence shall be reasonably satisfactory to such Investor; and

(iii)

the Company’s board of directors’ approval of entering this Agreement and consummating the transactions contemplated herein.

(b)

On or prior to the Closing Date, subject to the conditions precedent in Article IX, each Investor shall deliver or cause to be delivered

to the Company the following:

(i)

this Agreement duly executed by such Investor;

(ii)

such Investor’s Aggregate Purchase Price in full, pursuant to Section 4.4; and

(iii)

a truthfully completed and executed Confidential Investor Questionnaire in the form attached hereto as Exhibit A.

ARTICLE

INVESTOR’S

REPRESENTATIONS AND WARRANTIES

Each

Investor represents and warrants to the Company, that the statements contained in this Article V are true and correct as of the date

hereof and the Closing Date:

5.1

Investment Purpose. Each Investor is acquiring the Shares for its own account for investment only and not with a view towards,

or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted from registration

under the Securities Act; provided, however, that by making the representations herein, each Investor reserves the right to dispose of

the Shares at any time in accordance with or pursuant to an effective registration statement covering such Shares or an available exemption

under the Securities Act.

5.2

Non-U.S. Person Status. Each Investor represents and warrants to the Company, at the time the purchase was originated, as of the

date hereof, at the time such Investor was or is offered the Shares and as of the Closing Date, it has been and will continue to be,

as follows: (i) such Investor is not a U.S. person as that term is defined under Regulation S promulgated under the Securities Act; (ii)

the Investor was outside the United States and is outside of the United States as of the date of the execution and delivery of this Agreement;

(iii) such Investor is purchasing the Shares for its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged

with a purchaser in the United States; and (iv) the Investor is purchasing the Shares in an “offshore transaction” as defined

in Regulation S promulgated under the Securities Act. The Company has relied upon and will continue to rely upon the accuracy of the

foregoing representation by each Investor without any misstatement or omission, in making the determinations as to the exemption from

registration of the Shares set forth herein. The Investor explicitly acknowledges and agrees that any misstatement or omission with respect

to the Investor’s non-U.S. person status may result in the Company’s reliance being invalid. The Company has relied upon

and will continue to rely upon the accuracy and completeness of the information provided by the Investor in the Confidential Investor

Questionnaire, the form of which is annexed hereto in Exhibit A, without any misstatement or omission, in making the determinations set

forth herein. The Investor acknowledges and agrees that any misstatement or omission in the Confidential Investor Questionnaire may result

in the Company’s reliance being invalid, and that the Investor shall indemnify the Company for any losses or liabilities arising

from such misstatements or omissions.

5.3

[Reserved].

5.4

Information. Each Investor and its advisors, if any, have been furnished with all materials relating to the business, finances

and operations of the Company and other information each Investor deemed material to making an informed investment decision regarding

its purchase of the Shares which have been requested by each Investor. Each Investor acknowledges that Investor has reviewed the SEC

Documents, which are available on the SEC’s website (www.sec.gov) at no charge to each Investor. Each Investor acknowledges that

the Investor may retrieve all SEC Documents from such website and each Investor’s access to such SEC Documents through such website

shall constitute delivery of the SEC Documents to each Investor. Each Investor and Investor’s advisors, if any, have been afforded

the opportunity to ask questions of the Company and its management. Each Investor understands that Investor’s investment in the

Shares involves a high degree of risk. Each Investor is financially sophisticated sufficiently to evaluate the merits and risks of this

investment. Each Investor has sought such accounting, legal, and tax advice as Investor has considered necessary to make an informed

investment decision with respect to its acquisition of the Shares. Without limiting the foregoing, each Investor has carefully considered

the potential risks relating to the Company and a purchase of the Shares, including those risks described in the SEC Documents, and Investor

fully understands that the Shares are a speculative investment that involves a high degree of risk of loss of each Investor’s entire

investment.

5.5

No Governmental Review. Each Investor understands that no United States federal or state Governmental Authority has passed on

or made any recommendation or endorsement of the Shares, or the fairness or suitability of the investment in the Shares, nor have such

Governmental Authorities passed upon or endorsed the merits of the offering of the Shares.

5.6

Authorization, Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of each Investor

and is a valid and binding agreement of each Investor, enforceable in accordance with its terms, except as such enforceability may be

limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar

Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

5.7

General Solicitation. Each Investor is not purchasing the Shares as a result of any advertisement, article, notice or other communication

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. Each Investor represents that it has a relationship with the Company preceding the offering

of the Shares. Each Investor is not purchasing the Shares as a result of any “directed selling efforts” as defined in Regulation

S promulgated under the Securities Act.

5.8

Organization and Authority of Investor. Each Investor is an individual or is duly organized, validly existing and in good standing

under the laws of its jurisdiction of formation or incorporation. Each Investor has all necessary power and authority to enter into this

Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery

by each Investor of this Agreement, the performance by each Investor of its obligations hereunder, and the consummation by each Investor

of the transactions contemplated hereby have been duly authorized by all requisite action on the part of each Investor.

5.9

No Conflicts; Consents. The execution, delivery and performance by Investor of this Agreement, and the consummation of the transactions

contemplated hereby, do not and will not: (a) violate or conflict with any provision of the certificate of formation, limited liability

company agreement, or other governing documents of Investor; (b) violate or conflict with any provision of any Law or Governmental Authority

applicable to Investor; (c) require the consent, notice or other action by any Person under, violate or conflict with, or result in the

acceleration of any agreement to which Investor is a party; or (d) require any consent, permit, order, filing or notice from, with or

to any Governmental Authority; except, in the cases of clauses (b) and (c), where the violation, conflict, acceleration or failure to

obtain consent or give notice would not have a material adverse effect on each Investor’s ability to consummate the transactions

contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Authority order, filing or notice which,

in the aggregate, would not have a material adverse effect on each Investor’s ability to consummate the transactions contemplated

hereby.

5.10

Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, Investor has not, nor

has any Person acting on behalf of or pursuant to any understanding with Investor, 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 Investor first received a term

sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms, which terms include

definitive pricing terms, of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Other than

to other Persons party to this Agreement or to Investor’s representatives, including, without limitation, its officers, directors,

partners, legal and other advisors, employees, agents and Affiliates, Investor has maintained the confidentiality of all disclosures

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

5.11

Independent Advice. Each Investor understands that nothing in this Agreement or any other materials presented by or on behalf

of the Company to each Investor in connection with the purchase of the Shares constitutes legal, tax or investment advice. Such Investor

has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection

with its purchase of the Shares.

5.12

No Brokers or Finders. Except as previously disclosed to the Company prior to the date of this Agreement, neither such Investor

nor any of its Affiliates has retained, utilized or been represented by, or otherwise become obligated to, any broker, placement agent,

financial advisor or finder in connection with the transactions contemplated by this Agreement whose fees the Company would be required

to pay.

5.13

Shares Not Registered; Regulation S; Legends. Such Investor acknowledges and agrees that the Shares are being offered and sold

in an Offshore Transaction in reliance upon Regulation S, and such Investor understands that the Shares have not been registered under

the Securities Act or the securities laws of any state of the United States, and that the Shares may be offered, sold, pledged or otherwise

transferred only (i) pursuant to an effective registration statement under the Securities Act, (ii) in an Offshore Transaction in accordance

with Rule 903 or Rule 904 of Regulation S, (iii) pursuant to Rule 144, if available, or (iv) pursuant to another available exemption

from the registration requirements of the Securities Act, in each case in accordance with any applicable securities laws of any state

of the United States and any other applicable jurisdiction. Each Investor understands that any certificates or book-entry notations evidencing

the Shares may bear one or more legends. In addition, the Shares may contain a legend regarding affiliate status of the Investor, if

applicable.

5.14

Bitcoin. Each Investor represents and warrants that, if all or any portion of such Investor’s Aggregate Purchase Price is

paid in Bitcoin: (i) such Investor has all right, title and interest in and to the Bitcoin to be transferred by it to the Company Wallet

pursuant to this Agreement, free and clear of all Encumbrances; (ii) such Bitcoin is held in a digital asset wallet held or operated

by or on behalf of such Investor at or by an appropriately regulated custodian and/or in accordance with industry-standard security practices

(the “Investor Digital Wallet”), and neither such Bitcoin nor the Investor Digital Wallet is subject to any Encumbrance

or other restriction; (iii) such Investor has taken commercially reasonable steps to protect the Investor Digital Wallet and such Bitcoin;

(iv) such Investor has the exclusive ability to control the Investor Digital Wallet, including by use of private keys or other equivalent

means or through custody arrangements or other equivalent means, and the wallet address from which Bitcoin is transferred to the Company

Wallet is an Investor Digital Wallet owned or controlled by such Investor; and (v) such Investor is in compliance with all laws, rules

and regulations applicable to it relating to virtual or digital assets in each jurisdiction in which it is organized, resident or otherwise

subject to regulation.

5.15

Sanctions; Anti-Money Laundering; Source of Funds. Neither such Investor nor, to such Investor’s knowledge, any of its Affiliates,

directors, officers, managers, members, partners, stockholders, beneficial owners, employees or agents, or any Person acting on its behalf,

(i) is a Person that is, or is owned or controlled by a Person that is, the subject or target of any sanctions administered or enforced

by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security

Council, the European Union or His Majesty’s Treasury (collectively, “Sanctions”), or is located, organized

or resident in a country or territory that is the subject or target of comprehensive Sanctions; (ii) has engaged in, is engaging in,

or has attempted or conspired to engage in any money laundering, terrorist financing or other activity in violation of applicable anti-money

laundering, counter-terrorist financing or financial recordkeeping laws, rules or regulations of any applicable jurisdiction (collectively,

“AML Laws”); (iii) is the subject of any pending or, to such Investor’s knowledge, threatened investigation,

inquiry, enforcement action or proceeding by any Governmental Authority relating to money laundering, terrorist financing, Sanctions

or violations of AML Laws, or has been the subject of any such investigation, inquiry, enforcement action or proceeding that resulted

in a finding of wrongdoing, penalty or sanction; or (iv) is a Person with whom the Company is prohibited from dealing under AML Laws

or Sanctions. All funds and Bitcoin used by such Investor in connection with the transactions contemplated by this Agreement are and

will be derived from legitimate sources and not from, and will not be used to facilitate, money laundering, terrorist financing or any

other illegal activity, and, to such Investor’s knowledge after reasonable inquiry, no such Bitcoin has been derived from, or transferred

to such Investor through, any wallet address that is the subject or target of Sanctions or any mixing, tumbling or similar anonymizing

service or darknet marketplace. Such Investor agrees to provide to the Company, promptly upon request, such information and documentation

as the Company or its custodian may reasonably request to verify the identity of such Investor and its beneficial owners and the source

of the funds or Bitcoin used to pay such Investor’s Aggregate Purchase Price, and acknowledges that the Company may decline to

accept any consideration, and may decline to issue any Shares, in respect of which such information has not been provided to the Company’s

reasonable satisfaction.

ARTICLE

REPRESENTATIONS

AND WARRANTIES OF THE COMPANY

Except

as set forth and disclosed in the Company’s disclosure schedules (“Schedules”) attached to this Agreement and made

a part hereof, the Company hereby makes the following representations and warranties to each Investor as of the Effective Date and the

Closing Date. The Schedules shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained

in this Article VI and certain other sections of this Agreement, and the disclosures in any section or subsection of the Schedules shall

qualify other sections and subsections in this Article VI only to the extent it is readily apparent from a reading of the disclosure

that such disclosure is applicable to such other sections and subsections.

6.1

Organization. The Company has been duly incorporated and is validly existing as a domestic Company and is in good standing under

the laws of Nevada as of the date hereof, and each subsidiary of the Company (“Subsidiary”) is duly qualified to do

business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires

such qualification.

6.2

Subsidiaries. All direct and indirect Subsidiaries of the Company are duly organized and in good standing under the laws of the

place of organization or incorporation, and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease

of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse

effect on the assets, business or operations of the Company taken as a whole.

6.3

Capitalization. The Company has an authorized, issued and outstanding capitalization as of September 17, 2026 as set forth in

the Disclosure Schedules to this Agreement and such authorized capital stock conforms in all material respects to the description thereof

set forth in the SEC Documents. The description of the securities of the Company in the SEC Documents is complete and accurate in all

material respects. Except as set forth in the Disclosure Schedules, as of the date referred to therein, there are no stock options, warrants,

or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible

or exercisable into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or

any such options, warrants, rights or convertible securities.

6.4

Valid Issuance of Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions

contemplated by this Agreement have been duly authorized and validly issued and are fully paid; the holders thereof have no rights of

rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities

were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted

by the Company. The authorized shares of Common Stock conform in all material respects to all statements relating thereto contained in

the SEC Documents. The offers and sales of the outstanding shares of Common Stock were at all relevant times either registered under

the Securities Act and the applicable state securities or “blue sky” laws or, based in part on the representations and warranties

of the purchasers of such shares, exempt from such registration requirements.

6.5

Authorization; Enforceability. The Company has all requisite corporate power and authority to enter into this Agreement and to

carry out its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Company and constitutes a

legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally

and by general equitable principles.

6.6

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions

contemplated hereby do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material

breach of, or conflict with, any of the terms or provisions of, or constitute a material default under, any agreement or instrument to

which the Company is a party; (ii) result in any violation of the provisions of the Company’s Articles of Incorporation or bylaws;

or (iii) violate any applicable law, rule, regulation, judgment or order of any governmental authority.

6.7

Issuance of Shares. The Shares have been duly authorized for issuance and, when issued and paid for in accordance with the terms of this

Agreement, will be validly issued, fully paid and non-assessable. The Shares are not and will not be subject to any preemptive rights

or similar contractual rights granted by the Company. Assuming the accuracy of the representations and warranties of each Investor set

forth in Article V, the offer and sale of the Shares by the Company is exempt from the registration requirements of the Securities Act

and applicable state securities laws.

6.8

OTC Quotation. The Company’s Common Stock is quoted on the OTC Markets under the ticker symbol “CIMG” and is

not listed on The Nasdaq Stock Market LLC.

6.9

Independent Registered Public Accounting Firm. To the knowledge of the Company, Assentsure PAC (the “Auditor”),

whose report is filed with the SEC as part of the SEC Documents, is a registered independent public accounting firm as required by the

Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”) and is in good standing with the PCAOB

as of the date hereof.

6.10

Enforceability of Agreements. All agreements between the Company and third parties expressly referenced in the SEC Documents are

legal, valid and binding Obligations of the Company enforceable against the Company in accordance with their respective terms, except:

(i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights

generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities

laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable

defenses and to the discretion of the court before which any proceeding therefor may be brought.

6.11

No Violation or Default. No default exists in the due performance and observance of any term, covenant or condition of any material

license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing

an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company

may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation of any term or provision

of its Articles of Incorporation, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree

of any Governmental Authority, except for any such violation or default that would not, individually or in the aggregate, reasonably

be expected to result in a Material Adverse Change.

6.12

Compliance with Laws. Each of the Company and its Subsidiaries: (A) is and at all times has been in compliance with all statutes,

rules, or regulations applicable to the Company’s business (“Applicable Laws”); (B) has not received any notice

of adverse finding, warning letter, untitled letter or other correspondence or notice from any other governmental authority alleging

or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and

supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (C) possesses all material

Authorizations and such Authorizations are valid and in full force and effect and are not in material violation of any term of any such

Authorizations; (D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration

or other action from any governmental authority or third party alleging that any business operation or activity is in violation of any

Applicable Laws or Authorizations and has no knowledge that any such governmental authority or third party is considering any such claim,

litigation, arbitration, action, suit, investigation or proceeding; (E) has not received notice that any Governmental Authority has taken,

is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such governmental

authority is considering such action; and (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices,

applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that

all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and

correct on the date filed (or were corrected or supplemented by a subsequent submission), in each case to the extent of a Material Adverse

Change.

6.13

No Material Adverse Change. Subsequent to the SEC Documents, except as otherwise specifically stated therein: (i) there has been

no material adverse change in the financial position or results of operations of the Company, nor any change or development that, singularly

or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition

(financial or otherwise), results of operations, business, assets or prospects of the Company (a “Material Adverse Change”);

(ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; and

(iii) no officer or director of the Company has resigned from any position with the Company.

6.14

Financial Statements. The financial statements included in the SEC Documents, including the notes thereto and supporting schedules

included in the SEC Documents (the “Financial Statements”), fairly present the financial position and the results

of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in

conformity with GAAP, consistently applied throughout the periods involved (provided that unaudited interim financial statements are

subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required

by GAAP); and the supporting schedules included in the SEC Documents present fairly the information required to be stated therein. Except

as included therein, no historical or pro forma financial statements are required to be included in the SEC Documents under the Securities

Act. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the SEC Documents have

been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and present fairly the information

shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to

give effect to the transactions and circumstances referred to therein. All disclosures contained in the SEC Documents regarding “non-GAAP

financial measures” (as such term is defined by the rules and regulations of the SEC), if any, comply with Regulation G of the

Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the SEC Documents discloses all material

off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company

with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition,

changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components

of revenues or expenses. Except as disclosed in the SEC Documents, (a) neither the Company nor any of its direct and indirect Subsidiaries

(including, for this purpose, any variable interest entities), including each entity disclosed or described in the SEC Documents as being

a Subsidiary, has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other

than in the ordinary course of business; (b) the Company has not declared or paid any dividends or made any distribution of any kind

with respect to its shares of Common Stock or any other equity securities; (c) there has not been any change in the shares of Common

Stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan;

and (d) there has not been any Material Adverse Change in the Company’s long-term or short-term debt.

6.15

[Reserved].

6.16

Consents and Permits. Except as described in the SEC Documents, the Company has all requisite corporate power and authority, and

has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials

and bodies that it needs as of the date hereof to conduct its business purpose as described in the SEC Documents (collectively, “Permits”),

except for such Permits the failure of which to possess, obtain or make the same would not reasonably be expected to result in a Material

Adverse Change.

6.17

Intellectual Property Rights. The Company and each of its Subsidiaries own or possess or have valid rights to use all patents,

patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses,

inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business

of the Company and its Subsidiaries as currently carried on and as described in the SEC Documents. To the knowledge of the Company, no

action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described

in the SEC Documents will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights

of others. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement, fee or conflict with

asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate,

in a Material Adverse Change (A) there is no infringement, misappropriation or violation by third parties of any of the Intellectual

Property Rights owned by the Company; (B) there is no pending or threatened action, suit, proceeding or claim by others challenging the

rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable

basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 6.17, reasonably

be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and the Intellectual Property

Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part,

and there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual

Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually

or in the aggregate, together with any other claims in this Section 6.17, reasonably be expected to result in a Material Adverse

Change; (D) there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates

or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written

notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would,

individually or in the aggregate, together with any other claims in this Section 6.17, reasonably be expected to result in a Material

Adverse Change; and (E) to the knowledge of the Company, no employee of the Company is in or has ever been in violation in any material

respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement,

non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such

violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the

Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. All material technical

information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party

to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that

are required to be set forth in the SEC Documents and are not described therein. The SEC Documents contain in all material respects the

same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained

or is being used by the Company in violation of any contractual obligation binding on the Company or any of its officers, directors or

employees, or otherwise in violation of the rights of any persons.

6.18

Certain Market Activities. The Company has not taken and will not take, directly or indirectly, any action designed to, or that

might be reasonably expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate

the sale or resale of the Shares.

6.19

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing

authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its Subsidiaries

has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed

against the Company or such respective Subsidiary. The provisions for taxes payable, if any, shown on the financial statements filed

with or as part of the SEC Documents are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to

and including the dates of such consolidated financial statements. Except as disclosed in writing to each Investor, (i) no issues have

been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the

Company or its Subsidiaries; and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been

given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign

and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service

use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or

other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional

amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents

required to be filed in respect to taxes.

6.20

[Reserved].

6.21

Accounting Controls. Except as set forth in the SEC Documents, the Company and its Subsidiaries maintain systems of “internal

control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) to the extent required by the

Exchange Act that have been designed by, or under the supervision of, their respective principal executive and principal financial officers,

or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient

to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations;

(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset

accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and

(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken

with respect to any differences. Except as disclosed in the SEC Documents, the Company is not aware of any material weaknesses in its

internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of:

(i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which

are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s

ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether

or not material, that involves management or other employees who have a significant role in the Company’s internal controls over

financial reporting.

6.22

Sarbanes-Oxley Compliance.

(a)

Disclosure Controls. Except as set forth in the SEC Documents, the Company has developed and currently maintains disclosure controls

and procedures that will comply with Rule 13a-15 or 15d-15 under the Exchange Act, and such controls and procedures are effective to

ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the

preparation of the Company’s Exchange Act filings and other public disclosure documents.

(b)

Compliance. Except as disclosed in its SEC reports, the Company has been, and on the Closing Date, will be, in compliance with

the provisions of the Sarbanes-Oxley Act applicable to it, and has implemented or will implement such programs and taken reasonable steps

to ensure the Company’s future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of

the material provisions of the Sarbanes-Oxley Act.

6.23

No Labor Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries, which are expected to have a

material adverse effect on the Company, exists or is, to the Company’s knowledge, imminent.

6.24

Investment Company Act. The Company is not and, will not be, either after receipt of payment for the Shares or after the application

of the proceeds therefrom, required to register as an “investment company,” as defined in the Investment Company Act of 1940,

as amended.

6.25

Margin Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of

Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds from the issuance,

sale and delivery of the Shares will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security,

for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for

any other purpose which might cause any of the shares of Common Stock to be considered a “purpose credit” within the meanings

of Regulation T, U or X of the Federal Reserve Board.

6.26

Insurance. Except as disclosed in the SEC Documents, the Company carries or is entitled to the benefits of insurance, with reputable

insurers, in such amounts and covering such risks which the Company believes are adequate in view of balancing of the costs of insurance,

the risks of loss and its benefits to the Company, and all such insurance is in full force and effect. The Company has no reason to believe

that it will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage

from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result

in a Material Adverse Change.

6.27

Foreign Corrupt Practices Act. Neither the Company nor any of its Subsidiaries nor any director, officer, agent, employee or affiliate

of the Company or any of its Subsidiaries nor any other person acting on behalf of the Company or any of its Subsidiaries has, directly

or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary

course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental

agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign)

or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any

actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation

or proceeding; (ii) if not given in the past, might have had a Material Adverse Change; or (iii) if not continued in the future, might

adversely affect the assets, business, operations or prospects of the Company.

6.28

Compliance with OFAC. Neither the Company nor any of its Subsidiaries nor any director, officer, agent, employee or affiliate

of the Company or any of its Subsidiaries nor any other person acting on behalf of the Company or any of its Subsidiaries is currently

subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),

the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority and the Company

will not, directly or indirectly, use the proceeds of the offering hereunder, or lend, contribute or otherwise make available such proceeds

to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently

subject to any U.S. sanctions administered by OFAC.

6.29

Related-Party Transactions. There are no business relationships or related party transactions involving the Company or any other

person required to be described in the SEC Documents that have not been described as required under Regulation S-K.

6.30

[Reserved].

6.31

Employment Matters.

(a)

The Company is not a party to, or bound by, any collective bargaining or other agreement with a labor organization representing any of

its employees. During the recent two fiscal years, there has not been, nor, to the Company’s knowledge, has there been any threat

of, any strike, slowdown, work stoppage, picketing or other similar labor disruption or dispute affecting the Company.

(b)

The Company is in material compliance with all applicable Laws pertaining to employment and employment practices to the extent they relate

to employees of the Company. There are no actions against the Company pending, or to the Company’s knowledge, threatened to be

brought or filed, by or with any Governmental Authority or arbitral tribunal in connection with the employment or termination of employment

of any current or former employee of the Company, including, without limitation, any action relating to unfair labor practices, employment

discrimination, harassment, retaliation, leave, accommodation, minimum wages, overtime compensation, hazardous work conditions, equal

pay or any other hiring, employment or employment termination related matter arising under applicable Laws.

(c)

The representations and warranties set forth in this Section 6.31 are the Company’s sole and exclusive representations and

warranties regarding employment matters.

6.32

[Reserved].

6.33

Disclosure. Except with respect to the material terms and conditions of the transactions contemplated under this Agreement, the

Company confirms that neither it nor any other Person acting on its behalf has provided any Investor or its agents or counsel with any

information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the

Company’s public filings. The Company understands and confirms that each Investor will rely on the foregoing representation in

effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to any Investor regarding

the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Schedules to this

Agreement, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state

any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made,

not misleading. The press releases disseminated by the Company during the twelve (12) months preceding the date of this Agreement taken

as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary

in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The

Company acknowledges and believes, to its best knowledge, that no Investor makes or has made any representations or warranties with respect

to the transactions contemplated hereby other than those specifically set forth in Article V hereof.

6.34

No Integrated Offering. Assuming the accuracy of Investor’s representations and warranties set forth in Article V, neither

the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or

sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Shares to

be integrated with prior offerings by the Company for purposes of (i) the Securities Act that would require the registration of the Shares

under the Securities Act, or (ii) any applicable stockholder approval provisions of any trading market on which any of the securities

of the Company are listed or designated.

6.35

Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt

by the Company of the proceeds from the sale of the Shares hereunder; (i) the fair saleable value of the Company’s assets exceeds

the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known

contingent liabilities) as they mature; (ii) the Company’s assets do not constitute unreasonably small capital to carry on its

business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements

of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof; and (iii)

the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after

taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when

such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature

(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any

facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization

laws of any jurisdiction within one year from the Closing Date.

6.36

Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with

applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,

applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),

and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

6.37

[Reserved].

6.38

No Brokers or Finders. Neither the Company nor any of its Subsidiaries has retained, utilized or been represented by, or otherwise

become obligated to, any broker, placement agent, financial advisor or finder in connection with the transactions contemplated by any

of the Transaction Documents whose fees the Investors would be required to pay.

ARTICLE

VII

COVENANTS

7.1

Best Efforts. Each party shall use its best efforts to timely satisfy each of the conditions as provided in Articles VIII and

IX of this Agreement prior to the Closing Date.

7.2

Affirmative Covenants.

(a)

Reporting Status; Listing. Until the earlier of one (1) year from the date hereof or when the Shares are no longer registered in the

names of each Investor on the books and records of the Company, the Company shall: (i) file in a timely manner all reports required to

be filed under the Securities Act, the Exchange Act or any securities Laws and regulations thereof applicable to the Company of any state

of the United States, or by the rules and regulations of the Principal Trading Market, and, if not otherwise publicly available, to provide

a copy thereof to an Investor upon request; (ii) not terminate its status as an issuer required to file reports under the Exchange Act

even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination unless in connection with a

Sale Event; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of any of the

Shares upon the Principal Trading Market (subject to official notice of issuance) and, take all action under its control to maintain

the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Company shall comply in all

respects with the Company’s reporting, filing and other Obligations under the bylaws or rules of the Principal Trading Market,

FINRA, and such other Governmental Authorities, as applicable.

7.3

Each Investor acknowledges and agrees that the Company has no obligation under this Agreement to register the offer, sale or resale of

any Shares under the Securities Act or any state securities laws.

7.4

Public Disclosure of Investors. The Company shall not publicly disclose the name of each Investor, or include the name of each

Investor in any filing with the SEC or any regulatory agency or Principal Trading Market, without the prior written consent of such Investor

except: (a) as required by federal securities law or (b) to the extent such disclosure is required by Law or Principal Trading Market

regulations.

7.5

Transfer Restrictions.

(a)

The Shares have not been registered under the Securities Act and may only be offered, sold or otherwise disposed of in compliance with

the Securities Act and applicable state and foreign securities laws. In connection with any transfer of Shares other than (i) pursuant

to an effective registration statement, (ii) pursuant to Rule 144, if available, (iii) to the Company, (iv) to an Affiliate of an Investor,

or (v) in an Offshore Transaction in accordance with Rule 903 or Rule 904 of Regulation S, 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.

(b)

The Investors agree to the imprinting, so long as it is required by applicable law and regulation, of a legend on any of the Shares in

substantially the following form:

“THE

SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND HAVE BEEN OFFERED AND SOLD IN AN OFFSHORE TRANSACTION IN RELIANCE UPON

REGULATION S UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN

THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S) (I) PURSUANT TO AN EFFECTIVE REGISTRATION

STATEMENT UNDER THE SECURITIES ACT, (II) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S, (III) PURSUANT

TO RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, OR (IV) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”

7.6

Integration. The Company shall not sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security

(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would

require the registration under the Securities Act of the sale of the Shares.

ARTICLE

VIII

CONDITIONS

PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL

The

obligation of the Company hereunder to issue and sell the Shares to each Investor at the Closing is subject to the satisfaction, at or

before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit

and may be waived by the Company at any time in its sole discretion:

8.1

Each Investor shall have executed this Agreement, and delivered it to the Company.

8.2

Each Investor shall represent that it is a non-U.S. person in accordance with Section 5.2.

8.3

Each Investor shall have paid its Aggregate Purchase Price to the Company in accordance with the terms and conditions set forth in Section

4.4 above.

8.4

Each Investor shall have delivered to the Company a truthfully completed and executed Confidential Investor Questionnaire in the form

attached hereto as Exhibit A.

8.5

Each Investor’s representations and warranties shall be true and correct in all material respects as of the date when made and

as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific

date), and each Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions

required by this Agreement to be performed, satisfied or complied with by each Investor at or prior to the applicable Closing Date.

8.6

The Company shall have obtained all governmental, regulatory or third-party consents and approvals necessary for the sale of the Shares.

8.7

No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed

by any court or Governmental Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated

by this Agreement.

8.8

Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading

of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the

date of execution of this Agreement.

ARTICLE

CONDITIONS

PRECEDENT TO EACH INVESTOR’S OBLIGATIONS TO PURCHASE

The

obligation of each Investor hereunder to purchase the Shares at the Closing is subject to the satisfaction, at or before the Closing

Date, of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that

these conditions are for each Investor’s sole benefit and may be waived by each Investor at any time in its sole discretion:

9.1

The Company shall have executed this Agreement and delivered the same to each Investor.

9.2

The representations and warranties of the Company set forth in Article VI shall be true and correct in all material respects (except

to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case,

such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made

and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date),

and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required

by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

9.3

No event shall have occurred which could reasonably be expected to result in a Material Adverse Change.

9.4

On the Closing Date, the Company shall have delivered all the deliverables set forth in Section 4.5(a) to each Investor.

ARTICLE

TERMINATION

10.1

Termination. The obligations of the Company, on one hand, and the Investors, on the other hand, to effect the Closing shall terminate

as follows:

(a)

Upon the mutual written consent of the Company and all the Investors;

(b)

By the Company if the Closing has not occurred on or prior to the Closing Date; or

(c)

By either the Company or any Investor (with respect to itself only) if the other party breaches any of its representations, warranties,

covenants, or agreements contained in this Agreement or the other Transaction Documents, provided that the terminating party has not

breached the Agreement and other Transaction Documents.

10.2

Consequences of Termination. Nothing in Article X of this Agreement shall release any party from any liability for breach by such

party of the terms and provisions of this Agreement.

ARTICLE

INDEMNIFICATION

11.1

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

11.2

Indemnification by the Company. Subject to the other terms and conditions of this Article XI, from and after the Closing, the Company

will indemnify and hold each Investor and its directors, officers, stockholders, members, partners, employees and agents (and any other

Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title),

each Person who controls such Investor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and

the directors, officers, stockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role

of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, an “Investor

Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including

all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively,

“Losses”) that any such Investor Party may suffer or incur as a result of or relating to (a) any breach of any of

the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents

or (b) any action instituted against an Investor Party in any capacity, or any of them or their respective Affiliates, by any stockholder

of the Company who is not an Affiliate of such Investor Party, with respect to any of the transactions contemplated by the Transaction

Documents (unless such action is based upon a material breach of such Investor Party’s representations, warranties or covenants

under the Transaction Documents or any agreements or understandings such Investor Party may have with any such stockholder or any violations

by such Investor Party of state or federal securities laws or any conduct by such Investor Party which is finally judicially determined

to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against any Investor Party in respect of

which indemnity may be sought pursuant to this Agreement, such Investor Party shall promptly notify the Company in writing, and the Company

shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to each Investor Party. Any

Investor Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees

and expenses of such counsel shall be at the expense of such Investor Party except to the extent that (i) the employment thereof has

been specifically authorized by the Company in writing; (ii) the Company has failed after a reasonable period of time to assume such

defense and to employ counsel; or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material

issue between the position of the Company and the position of such Investor Party, in which case the Company shall be responsible for

the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Investor Party under

this Agreement (y) for any settlement by an Investor Party effected without the Company’s prior written consent, which shall not

be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable

to any Investor Party’s breach of any of the representations, warranties, covenants or agreements made by such Investor Party in

this Agreement or in the other Transaction Documents. The indemnity agreements contained herein shall be in addition to any cause of

action or similar right of any Investor Party against the Company or others and any liabilities the Company may be subject to pursuant

to law.

11.3

Indemnification by Investor. Subject to the other terms and conditions of this Article XI, from and after the Closing, Investor

shall indemnify the Company against, and shall hold the Company harmless from and against, any and all Losses incurred or sustained by,

or imposed upon, the Company based upon, arising out of or with respect to:

(a)

any inaccuracy in or breach of any of the representations or warranties of Investor contained in this Agreement; or

(b)

any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Investor pursuant to this Agreement.

11.4

Certain Limitations. The indemnification provided for in Sections 11.2 and 11.3 shall be subject to the following

limitations:

(a)

The aggregate amount of all Losses for which a party shall be liable pursuant to this Article XI shall not exceed the proceeds actually

received under this Agreement.

(b)

In no event shall any party be liable to any other party for any punitive, incidental, consequential, special or indirect damages, including

loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement,

or diminution of value or any damages based on any type of multiple.

(c)

Payments by a party pursuant to this Article XI in respect of any Loss shall be limited to the amount of any liability or damage that

remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably

expected to be received by the indemnified party in respect of any such claim. The indemnified party shall use its commercially reasonable

efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification

under this Agreement.

(d)

Each indemnified party shall take all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would

be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach

that gives rise to such Loss.

ARTICLE

XII

MISCELLANEOUS

12.1

Notices. All notices of request, demand and other communications hereunder shall be addressed to the parties as follows:

to the Company, to:

CIMG

Inc.

Room

R2, FTY D, 16/F, Kin Ga Industrial Building, 9 San On Street, Tuen Mun,

Hong Kong

Attn:

Jianshuang

Wang

Telephone:

Email:

with

a copy (which shall not constitute notice) to:

McCarter

& English LLP

250

W 55th St 13th Floor, New York, NY 10019

Attention:

Huan

Lou, Esq.

Email:

to each Investor:

each Investor based on the information set forth on the signature page to this Agreement attached hereto

unless

the address is changed by the party by like notice given to the other parties. Notice shall be in writing and shall be deemed delivered:

(i) if mailed by certified mail, return receipt requested, postage prepaid and properly addressed to the address below, then three (3)

business days after deposit of same in a regularly maintained U.S. Mail receptacle; or (ii) if mailed by Federal Express, UPS or other

nationally recognized overnight courier service, next business morning delivery, then one (1) business day after deposit of same in a

regularly maintained receptacle of such overnight courier; or (iii) if hand delivered, then upon hand delivery thereof to the address

indicated on or prior to 5:00 p.m., New York time, on a business day. Any notice hand delivered after 5:00 p.m., New York time, shall

be deemed delivered on the following business day. Notwithstanding the foregoing, notice, consents, waivers or other communications referred

to in this Agreement may be sent by facsimile, e-mail, or other method of delivery, but shall be deemed to have been delivered only when

the sending party has confirmed that the notice has been received by the other party.

12.2

Entire Agreement. This Agreement, including the Schedules attached hereto and the documents delivered pursuant hereto, set forth

all the promises, covenants, agreements, conditions and understandings between the parties hereto with respect to the subject matter

hereof and thereof, and supersede all prior and contemporaneous agreements, understandings, inducements or conditions, expressed or implied,

oral or written, except as contained herein; provided, however, except as explicitly stated herein, nothing contained in this Agreement

shall (or shall be deemed to) (i) have any effect on any agreements each Investor has entered into with, or any instruments each Investor

has received from, the Company prior to the date hereof with respect to any prior investment made by each Investor in the Company or

(ii) waive, alter, modify or amend in any respect any Obligations of the Company, or any rights of or benefits to each Investor or any

other Person, in any agreement entered into prior to the date hereof between or among the Company and each Investor, or any instruments

each Investor received from the Company prior to the date hereof, and all such agreements and instruments shall continue in full force

and effect.

12.3

Successors and Assigns. This Agreement, and any and all rights, duties and Obligations hereunder, shall not be assigned, transferred,

delegated or sublicensed by the Company without the prior written consent of each Investor. Subject to the foregoing and except as otherwise

provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs,

executors and administrators of the parties hereto.

12.4

Binding Effect. This Agreement shall be binding upon the parties hereto, their respective successors and permitted assigns.

12.5

Amendment. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and each

Investor.

12.6

Gender and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural,

as the identity of the party or parties or their personal representatives, successors and assigns may require.

12.7

Execution. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered

one and the same Agreement, and same shall become effective when counterparts have been signed by each party and each party has delivered

its signed counterpart to the other party. A digital reproduction, portable document format (“.pdf”) or other reproduction

of this Agreement may be executed by one or more parties hereto and delivered by such party by electronic signature (including signature

via DocuSign or similar services), electronic mail or any similar electronic transmission device pursuant to which the signature of or

on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.

12.8

Headings. The article and section headings contained in this Agreement are inserted for convenience only and shall not affect

in any way the meaning or interpretation of the Agreement.

12.9

Governing Law. This Agreement shall be governed by and 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

jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby

irrevocably waives personal service of process and consents to process being served in any such suit, action, or proceeding by mailing

a copy thereof to the Company at the address set forth on the signature page to this Agreement and agrees that such service shall constitute

good and sufficient service of process and notice thereof. The Company hereby irrevocably submits to the exclusive jurisdiction of the

state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection

herewith or with any transaction contemplated hereby or discussed herein, 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 brought in an inconvenient forum or that the venue of such suit, action, or proceeding is improper. Nothing contained

herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall

be deemed or operate to preclude each Investor from bringing suit or taking other legal action against the Company in any other jurisdiction

to collect on the Company’s obligations to each Investor, to realize on any collateral or any other security for such obligations,

or to enforce a judgment or other court ruling in favor of each Investor. THE COMPANY AND EACH INVESTOR HEREBY IRREVOCABLY WAIVE ANY

RIGHT THEY MAY HAVE TO, AND AGREE NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR

ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

12.10

Further Assurances. The parties hereto will execute and deliver such further instruments and do such further acts and things as

may be reasonably required to carry out the intent and purposes of this Agreement.

12.11

Survival. The representations and warranties contained herein shall survive the Closing.

12.12

Joint Preparation. The preparation of this Agreement has been a joint effort of the parties and the resulting documents shall

not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.

12.13

Severability. If any one of the provisions contained in this Agreement, for any reason, shall be held invalid, illegal or unenforceable

in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement

shall remain in full force and effect and be construed as if the invalid, illegal or unenforceable provision had never been contained

herein.

12.14

No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted

successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

12.15

Remedies, Characterization, Other Obligations, Breaches and Injunctive Relief. Subject to Section 11.4, the remedies provided in this

Agreement shall be cumulative and in addition to all other remedies available under this Agreement and the other Transaction Documents,

at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right

of each Investor to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Agreement.

The Company covenants to each Investor that there shall be no characterization concerning this instrument other than as expressly provided

herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall

be the amounts to be received by each Investor and shall not, except as expressly provided herein, be subject to any other obligation

of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable

harm to each Investor and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event

of any such breach or threatened breach, each Investor shall be entitled, in addition to all other available remedies, to specific performance

and/or temporary, preliminary, and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such

case without the necessity of proving actual damages and without posting a bond or other security. The Company shall provide all information

and documentation to each Investor that is requested by each Investor to enable each Investor to confirm the Company’s compliance

with the terms and conditions of this Agreement. The issuance of Shares as contemplated hereby upon Closing shall be made without charge

to each Investor for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax

which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than each Investor

or its agent on its behalf.

[SIGNATURES

ON THE FOLLOWING PAGE]

WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year set forth above.

COMPANY:

CIMG INC.

Signature:

Name:

Jianshuang

Wang

Title:

Chief

Executive Officer

WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year set forth above.

Investor:

Name

of Investor

Signature

of Investor or Authorized Signatory

Name

and Title of Authorized Signatory

Address

for notices

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-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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