Form 8-K

8-K — VenHub Global, Inc.

Accession: 0001213900-26-096780

Filed: 2026-09-02

Period: 2026-08-27

CIK: 0001972234

SIC: 3590 (MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT)

Item: Entry into a Material Definitive Agreement

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0304250-8k_venhub.htm (Primary)

EX-10.1 — EQUITY PURCHASE AGREEMENT, DATED AUGUST 26, 2026, BY AND BETWEEN VENHUB GLOBAL, INC. AND EUPHORIA CAPITAL (ea030425001ex10-1.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED AUGUST 26, 2026, BY AND BETWEEN VENHUB GLOBAL, INC. AND EUPHORIA CAPITAL (ea030425001ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0304250-8k_venhub.htm · Sequence: 1

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0001972234

2026-08-27

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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):

August 27, 2026

VenHub Global, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada

001-43082

92-2083580

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

5360 Procyon St.

Las Vegas, NV 89118

(Address of Principal Executive Offices and

Zip Code)

(888) 585-4999

Registrant’s Telephone Number, Including

Area Code

(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 (see General

Instruction A.2. below):

☐

Written communication 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

VHUB

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If 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.

On August 27, 2026, VenHub Global, Inc. (the “Company”)

entered into an Equity Purchase Agreement, effective as of August 26, 2026 (the “Purchase Agreement”), with Euphoria Capital

(the “Investor”). Pursuant to the Purchase Agreement, upon the terms and subject to the conditions set forth therein, the

Company may, from time to time during the Commitment Period, in its sole discretion, require the Investor to purchase shares of the Company’s

common stock, par value $0.001 per share (the “Common Stock”), having an aggregate purchase price of up to $100,000,000. The

Commitment Period ends on the earliest of (i) the date on which the Investor has purchased shares equal to the $100,000,000 maximum commitment

amount, (ii) 24 months after the date of the Purchase Agreement, (iii) written notice of termination by the Company to the Investor, subject

to certain limitations, and (iv) certain bankruptcy-related events. In connection with the Purchase Agreement, the Company entered into

a Registration Rights Agreement, effective as of August 26, 2026 (the “Registration Rights Agreement”), with the Investor,

pursuant to which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) a registration statement

(the “Registration Statement”) covering the resale of the shares within 30 calendar days of August 26, 2026.

Under the Purchase Agreement, upon effectiveness of the Registration

Statement, the Company shall have the right, but not the obligation, to deliver put notices directing the Investor to purchase shares

of Common Stock. The maximum number of put shares on any business day that may be included in any put notice is the lesser of (i) the

number of shares equal to $25,000,000 divided by the closing price of the Common Stock on Nasdaq on the trading day immediately preceding

the Put Date (as defined in the ELOC Purchase Agreement) and (ii) 20% of the average daily trading volume on that preceding trading day.

The Company may submit a put notice as frequently as every business day, provided that each previous put notice has been fully settled.

The purchase price of the put shares will be 97% of the average VWAP of the Common Stock over the three consecutive trading days immediately

following the applicable Put Date.

In consideration for the Investor’s commitment,

the Company will issue 800,000 shares of Common Stock to the Investor (the “Commitment Shares”). At any time, the Investor

may not purchase shares pursuant to the Purchase Agreement that, when aggregated with shares of Common Stock it beneficially owns or is

deemed to beneficially own, would result in it owning more than 4.99% of the Common Stock outstanding immediately after giving effect

to the applicable issuance. In addition, the Company may not issue or sell put shares under the Purchase Agreement in excess of 18,278,571

shares, and the Investor is not obligated to purchase shares in excess of that amount, until we obtain the shareholder approval required

by Nasdaq Rule 5635(d). The Commitment Shares are aggregated with the put shares for purposes of the applicable limitations.

The foregoing descriptions of the Purchase Agreement

and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text

of the Purchase Agreement and the Registration Rights Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively to

this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to

Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 1, 2026, the Company received a notification

letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because

the closing bid price for the Company’s common stock listed on the Nasdaq Global Market was below $1.00 for the last 30 consecutive

business days, the Company no longer meets the minimum bid price requirement for continued listing on the Nasdaq Global Market under Nasdaq

Marketplace Rule 5450(a)(1), which requires a minimum bid price of at least $1.00 per share (the “Minimum Bid Price Requirement”).

The notification letter has no immediate effect

on the listing or trading of the Company’s common stock, which will continue to be listed and traded on the Nasdaq Global Market

under the symbol “VHUB” at this time.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A),

the Company has a period of 180 calendar days, or until March 1, 2027, to regain compliance with the Minimum Bid Price Requirement. To

regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive

business days during the 180-day compliance period.

In the event the Company does not regain compliance

within the 180-day compliance period, the Company may be eligible for an additional 180-day compliance period if it applies to transfer

the listing of its common stock to the Nasdaq Capital Market, provided that the Company meets the continued listing requirement for market

value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price

requirement, and provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting

a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency,

or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s common stock will be subject to delisting.

In the event the Company receives notice that its common stock is being delisted, the Company may appeal the delisting determination to

a Nasdaq Hearings Panel.

The Company intends to actively monitor the closing

bid price of its common stock and will consider all available options to regain compliance with the Minimum Bid Price Requirement.

There can be no assurance that the Company will

be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq listing criteria.

This Item 3.01 disclosure is being made to satisfy

the obligation under Nasdaq Listing Rule 5810(b) that the Company make a public announcement disclosing receipt of the notification no

later than four business days from the date of the notification.

Item 3.02 Unregistered Sales of Equity Securities.

The information in Item 1.01 is hereby incorporated

herein by reference. The shares of common stock issuable under the Purchase Agreement and the Commitment Shares have not been registered

under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and were offered and sold,

or will be issued, in reliance upon exemptions from the registration requirements of the Securities Act, including Section 4(a)(2) of

the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Equity Purchase Agreement, dated August 26, 2026, by and between VenHub Global, Inc. and Euphoria Capital

10.2

Registration Rights Agreement, dated August 26, 2026, by and between VenHub Global, Inc. and Euphoria Capital

104

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

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VENHUb GLOBAL, Inc.

Date: September 2, 2026

By:

/s/ Shahan Ohanessian

Name:

Shahan Ohanessian

Title:

Chief Executive Officer

EX-10.1 — EQUITY PURCHASE AGREEMENT, DATED AUGUST 26, 2026, BY AND BETWEEN VENHUB GLOBAL, INC. AND EUPHORIA CAPITAL

EX-10.1

Filename: ea030425001ex10-1.htm · Sequence: 2

Exhibit 10.1

EQUITY PURCHASE AGREEMENT

This equity purchase agreement

is entered into as of August 26, 2026 (this “Agreement”), by and between VenHub Global, Inc., a Nevada corporation

(the “Company”), and Euphoria Capital (the “Investor”, and collectively with the Company, the “Parties”).

WHEREAS, the Parties

desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time

to time as provided herein, and the Investor shall purchase up to One Hundred Million Dollars ($100,000,000.00) of the Company’s

Common Stock (as defined below);

NOW, THEREFORE, the

Parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Section 1.1 DEFINED

TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be

equally applicable to both the singular and plural forms of the terms defined):

“Agreement”

shall have the meaning specified in the preamble hereof.

“Average Daily Trading

Volume” shall mean the average trading volume of the Common Stock on the applicable Trading Days.

“Bankruptcy Law”

means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

“Claim Notice”

shall have the meaning specified in Section 10.3(a).

“Clearing Costs”

shall mean all fees incurred by the Investor with respect to the Put Shares, including but not limited to fees charged by or paid to any

brokerage firm (including commissions), any clearing firm, and Transfer Agent fees.

“Clearing Date”

shall be the date on which the Investor receives the Put Shares in its brokerage account.

“Closing”

shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.

“Closing Certificate”

shall mean the closing certificate of the Company in the form of Exhibit B hereto.

“Closing

Date” shall mean the date of any Closing hereunder.

“Commitment Period”

shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the Investor shall have purchased

Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) twenty-four (24) months after the date of this Agreement,

(iii) forty-five (45) days after written notice of termination by the Company to the Investor

“Commitment Shares”

shall mean 800,000 shares of Common Stock to be issued to the Investor as consideration for the Investor’s commitment hereunder.

“Common Stock”

shall mean the Company’s common stock, $0.001 par value per share, and any shares of any other class of common stock whether now

or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation

of the Company).

“Common Stock Equivalents”

means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,

without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable

or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company”

shall have the meaning specified in the preamble to this Agreement.

“Custodian”

means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“Damages”

shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and disbursements

and costs and expenses of expert witnesses and investigation).

“Dispute Period”

shall have the meaning specified in Section 10.3(a).

“DTC” shall

mean The Depository Trust Company, or any successor performing substantially the same function for the Company.

“DTC/FAST Program”

shall mean the DTC’s Fast Automated Securities Transfer Program.

“DWAC”

shall mean Deposit Withdrawal at Custodian as defined by the DTC.

“DWAC Eligible”

shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements, including,

without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the DTC’s

underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Put Shares are otherwise eligible

for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Put Shares, as applicable,

via DWAC.

“DWAC Shares”

means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on

resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account with DTC under

the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.

“Eligible Market”

means The New York Stock Exchange American, Nasdaq Capital Market, The Nasdaq Global Market, or The Nasdaq Global Select Market (or any

nationally recognized successor to any of the foregoing).

“Event of Default”

shall have the meaning specified in Section * 2.

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Execution Date”

shall mean the date of this Agreement.

“FINRA”

shall mean the Financial Industry Regulatory Authority, Inc.

“Fundamental Transaction”

means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether

or not the Company is the surviving corporation) another Person, with the result that the holders of the Company’s capital stock

immediately prior to such consolidation or merger together beneficially own less than 50% of the outstanding voting power of the surviving

or resulting corporation, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the

properties or assets of the Company to another Person, or (3) consummate a stock or share purchase agreement or other business combination

with another Person whereby such other Person acquires more than 50% of the outstanding voting power of the Company, or (4) reorganize,

recapitalize or reclassify its Common Stock.

“Investment Amount”

shall mean the Put Shares referenced in the Put Notice multiplied by the Purchase Price, minus the Clearing Costs.

“Indemnified Party”

shall have the meaning specified in Section 10.2.

“Indemnifying Party”

shall have the meaning specified in Section 10.2.

“Indemnity Notice”

shall have the meaning specified in Section 10.3(e).

“Investor”

shall have the meaning specified in the preamble to this Agreement.

“Lien”

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

“Material Adverse

Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and the Subsidiaries

that is material and adverse to the Company and the Subsidiaries and/or any condition, circumstance, or situation that would prohibit

or otherwise materially interfere with the ability of the Company to enter into and perform its obligations under any Transaction Document.

“Maximum Commitment

Amount” shall mean One Hundred Million Dollars ($100,000,000.00).

“Person”

shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government

or political subdivision or an agency or instrumentality thereof.

“Principal Market”

shall mean any of the national exchanges (i.e. NYSE, NYSE American, and Nasdaq) which is at the time the principal trading platform for

the Common Stock (excluding all OTC marketplaces).

“Purchase Price”

shall mean 97% of the average VWAPs of the Common Stock during the Valuation Period.

“Put” shall

mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions of this

Agreement.

“Put Date”

shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).

“Put Notice”

shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Put Shares

which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.

“Put Shares”

shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in accordance

with the terms and conditions of this Agreement.

“Registration Rights

Agreement” shall mean that certain registration rights agreement entered into by the Company with the Investor on the date hereof

in connection with this Agreement.

“Registration Statement”

shall have the meaning specified in Section 6.4.

“Regulation D”

shall mean Regulation D promulgated under the Securities Act.

“Required Minimum”

shall mean, as of any date, the maximum aggregate number of shares of Common Stock potentially

issuable at such time pursuant to the Transaction Documents, which shall be calculated on each such date as follows: the then remaining

Maximum Commitment Amount divided by the Purchase Price on each such date, ignoring any beneficial ownership limitations set forth herein.

“Rule 144”

shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.

“SEC” shall

mean the United States Securities and Exchange Commission.

“SEC Documents”

shall have the meaning specified in Section 4.5.

“Securities”

means, collectively, the Put Shares and Commitment Shares.

“Securities Act”

shall mean the Securities Act of 1933, as amended.

“Shareholder Approval”

shall mean the approval of a sufficient amount of holders of the Company’s Common Stock to satisfy the shareholder approval requirements

for such action as provided in Nasdaq Rule 5635(d), to effectuate the transactions contemplated by this Agreement, including but not limited

to the issuance of Common Stock under this Agreement, including but not limited to the Put Shares and Commitment Shares, in excess of

18,278,571 shares of Common Stock (the “Exchange Cap”), subject to appropriate adjustment for any stock dividend, stock split,

stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock.

“Subsidiary”

means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock

or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the

Securities Act.

“Termination Event”

shall have the meaning specified in Section 8(a).

“Third Party Claim”

shall have the meaning specified in Section 10.3(a).

“Trading Day”

shall mean a day on which the Principal Market shall be open for business.

“Transaction Documents”

shall mean this Agreement, the Registration Rights Agreement, and all exhibits hereto and thereto.

“Transfer Agent”

shall mean VStock Transfer LLC, the current transfer agent of the Company, with a mailing address

of 18 Lafayette Place, Woodmere, NY 11598, and any successor transfer agent of the Company.

“Valuation Period”

shall mean the period of three (3) consecutive Trading Days immediately following the applicable Put Date, during which the Purchase Price

of the Common Stock is set; provided that if the Put Notice is delivered prior to 8:30 a.m., New York City time, on any Put Date, the

Valuation Period shall commence on and include such Put Date.

“VWAP”

means, for the Common Stock for a specified period, the dollar volume-weighted average price for the Common Stock on the Trading Market

(or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market), for such period, as reported by Bloomberg through

its “AQR” function. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination,

recapitalization or other similar transaction during such period.

ARTICLE II

PURCHASE AND SALE OF COMMON STOCK

Section 2.1 PUTS.

Subject to the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company shall

have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Put Notice from time to time, to

purchase Put Shares, provided that, notwithstanding any other terms of this Agreement, (i) the maximum number of Put Shares on any business

say shall be equal to the lesser of (a) the number of shares of Common Stock equal to the quotient obtained by dividing 25,000,000 by

the closing price of the Common Stock on the Principal Market on the Trading Day immediately preceding the Put Date and (b) 20% of the

Average Daily Trading Volume on the Trading Day immediately preceding the Put Date, and (ii) each previous Put Notice has been fully settled.

Section 2.2 MECHANICS.

(a) PUT NOTICE.

At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company may cause a Put by delivering

a Put Notice to the Investor via e-mail, subject to satisfaction of the conditions set forth in Section 2.1, Section 7.2 and otherwise

provided in this Agreement. The Company shall deliver, or cause to be delivered, the Put Shares as DWAC Shares to the Investor as required

pursuant to Section 2.3.In addition to any other rights available to the Investor, if the Company fails to cause the Company’s Transfer

Agent to deliver to the Investor the respective Put Shares in accordance with the provisions of this Agreement, and if after such date

the Investor is required by its broker to purchase (in an open market transaction or otherwise) or the Investor’s brokerage firm

otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Investor of the respective Put Shares which the

Investor anticipated receiving upon receipt of the respective Put Notice (a “Buy-In”), then the Company shall pay in cash

to the Investor, within one (1) Business Day of Investor’s request, the amount, if any, by which (x) the Investor’s total

purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the

number of Put Shares that the Company was required to deliver to the Investor in connection with the respective Put Notice times (2) the

price at which the sell order giving rise to such purchase obligation was executed. For example, if the Investor purchases Common Stock

having a total purchase price of $11,000 to cover a Buy-In with respect to such Put Shares with an aggregate sale price giving rise to

such purchase obligation of $10,000, the Company shall be required to pay $1,000 to the Investor. The Investor shall provide the Company

written notice indicating the amounts payable to the Investor in respect of the Buy-In and, upon request of the Company, evidence of the

amount of such loss. Nothing herein shall limit an Investor’s right to pursue any other remedies available to it hereunder, at law

or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s

failure to timely deliver Put Shares as required pursuant to the terms hereof.

(b) DATE

OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by email by the Investor if

such notice is received prior to 5:00 p.m., New York City time, on a Trading Day, or (ii) the immediately succeeding Trading Day if it

is received by email at or after 5:00 p.m., New York City time, on a Trading Day or at any time on a day which is not a Trading Day. The

Company may submit a Put Notice to the Investor as frequently as every business day, provided that each previous Put Notice has been fully

settled.

Section 2.3 CLOSINGS.

At the end of the Valuation Period, the Purchase Price and Investment Amount for the respective Put Shares shall be established as provided

in this Agreement. If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment Amount,

then immediately after the Valuation Period the Investor shall return to the Company the surplus amount of Put Shares associated with

such Put and the Purchase Price with respect to such Put shall be reduced by any Clearing Costs related to the return of such Put Shares.

The Closing of a Put shall occur within two (2) Trading Days following the end of the respective Valuation Period, whereby the Investor

shall deliver the Investment Amount by wire transfer of immediately available funds to an account designated by the Company.

Section 2.4 PRINCIPAL

MARKET REGULATION. The Company shall not effect any issuances or sales of the Put Shares under this Agreement in excess of the Exchange

Cap and the Investor shall not have the obligation to purchase Put Shares under this Agreement in excess of the Exchange Cap until the

Shareholder Approval has been obtained by the Company and is in effect.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF

INVESTOR

The Investor represents and

warrants to the Company that:

Section 3.1 INTENT.

The Investor is entering into this Agreement for its own account and the Investor has no present arrangement (whether or not legally binding)

at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable state securities laws; provided, however,

that the Investor reserves the right to dispose of the Securities at any time in accordance with federal and state securities laws applicable

to such disposition.

Section 3.2 NO LEGAL

ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated

by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors

and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice

with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

Section 3.3 ACCREDITED

INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor has such experience

in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities. The Investor

acknowledges that an investment in the Securities is speculative and involves a high degree of risk.

Section 3.4 AUTHORITY.

The Investor has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction

Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other

Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all

necessary action and no further consent or authorization of the Investor is required. Each Transaction Document to which it is a party

has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid

and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency,

or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles

of general application.

Section 3.5 NOT AN

AFFILIATE. The Investor is not an officer, director or “affiliate” (as that term is defined in Rule 405 of the Securities

Act) of the Company.

Section 3.6 ORGANIZATION

AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction

of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to

enter into and to consummate the transactions contemplated by this Agreement and the other Transaction Documents.

Section 3.7 ABSENCE

OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the transactions

contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation,

order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture, instrument or

agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict with or

constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture,

instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require the approval

of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation

to which the Investor is subject or to which any of its assets, operations or management may be subject.

Section 3.8 DISCLOSURE;

ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has

had access to all publicly available information with respect to the Company.

Section 3.9 MANNER

OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting, television

advertisement or any other form of general solicitation or advertising.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and

warrants to the Investor that:

Section 4.1 ORGANIZATION

OF THE COMPANY. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and

in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own

and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation

nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter

documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation

or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary,

except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result

in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking

to revoke, limit or curtail such power and authority or qualification.

Section 4.2 AUTHORITY.

The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other

Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation

by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent

or authorization of the Company or its Board of Directors or stockholders is required. Each of this Agreement and the other Transaction

Documents has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable

against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or

similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles

of general application.

Section 4.3 CAPITALIZATION.

Except as set forth in the SEC Documents or Schedule 4.3, the Company has not issued any capital stock since its most recently filed periodic

report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans,

the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the

conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the

Exchange Act. Except as set forth on Schedule 4.3, no Person has any right of first refusal, preemptive right, right of participation,

or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth in the SEC Documents

or Schedule 4.3 and except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights

to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or

exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts,

commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of

Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common

Stock or other securities to any Person (other than the Investor) and will not result in a right of any holder of Company securities to

adjust the exercise, conversion, exchange or reset price under any of such securities. There are no stockholders agreements, voting agreements

or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of

the Company, between or among any of the Company’s stockholders.

Section 4.4 LISTING

AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company

has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common

Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration.

Except as set forth in the SEC Documents, the Company has not, in the twelve (12) months preceding the date hereof, received notice from

the Principal Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with

the listing or maintenance requirements of such Principal Market. The Company is, and has no reason to believe that it will not in the

foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

Section 4.5 SEC DOCUMENTS;

DISCLOSURE. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company

under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding the

date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials,

including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC

Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents

prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with

the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable to

such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material

fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they

were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and substance in all

material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules

and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles

applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the

notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or

summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the

results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial,

year-end audit adjustments). Except with respect to the material terms and conditions of the transactions contemplated by the Transaction

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

with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms

that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.

Section 4.6 VALID

ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents,

will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than restrictions

on transfer provided for in the Transaction Documents.

Section 4.7 NO CONFLICTS.

The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the

Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, do not and

will not: (a) result in a violation of the Company’s or any Subsidiary’s certificate or articles of incorporation, by-laws

or other organizational or charter documents, (b) conflict with, or constitute a material default (or an event that with notice or lapse

of time or both would become a material default) under, result in the creation of any Lien upon any of the properties or assets of the

Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture,

instrument or any “lock-up” or similar provision of any underwriting or similar agreement to which the Company or any Subsidiary

is a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including federal

and state securities laws and regulations) applicable to the Company or any Subsidiary or by which any property or asset of the Company

or any Subsidiary is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and

violations as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise in violation of,

conflict with or in default under any of the foregoing. The business of the Company is not being conducted in violation of any law, ordinance

or regulation of any governmental entity, except for possible violations that either singly or in the aggregate do not and will not have

a Material Adverse Effect. The Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization

or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform

any of its obligations under this Agreement or the other Transaction Documents (other than any SEC, FINRA or state securities filings

that may be required to be made by the Company subsequent to any Closing or any registration statement that may be filed pursuant hereto);

provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the

relevant representations and agreements of Investor herein.

Section 4.8 NO MATERIAL

ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company that has not been disclosed in subsequent

SEC Documents.

Section 4.9 LITIGATION

AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents or Schedule 4.9, there are no actions, suits, investigations, inquiries

or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their

respective properties, nor has the Company received any written or oral notice of any such action, suit, proceeding, inquiry or investigation,

which would have a Material Adverse Effect. No judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge

of the Company, requested of any court, arbitrator or governmental agency which would have a Material Adverse Effect. There has not been,

and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any Subsidiary

or any current or former director or officer of the Company or any Subsidiary.

Section 4.10 REGISTRATION

RIGHTS. Except as set forth in the SEC Documents or Schedule 4.10 and as granted to Investor, no Person (other than the Investor)

has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

Section 4.11 No

Solicitation; NO BROKERS. The Company has taken no action which would give rise to any claim by any person for brokerage

commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. The Company represents

and warrants that neither the Investor nor its employee(s), member(s), beneficial owner(s), or partner(s) solicited the Company to enter

into this Agreement and consummate the transactions described in this Agreement. The Company represents and warrants that the Investor

is not required to be registered as a broker-dealer under the Securities Exchange Act of 1934 in order to (i) enter into or consummate

the transactions encompassed by the Transaction Documents, (ii) fulfill the Investor’s obligations under the Transaction Documents,

or (iii) exercise any of the Investor’s rights under the Transaction Documents (including but not limited to the sale of the Securities).

ARTICLE V

COVENANTS OF INVESTOR

Section 5.1 COMPLIANCE

WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to shares of Common Stock will be in compliance

with all applicable state and federal securities laws and regulations and the rules and regulations of FINRA and the Principal Market.

Section 5.2 INVESTOR

ACKNOWLEDGEMENT REGARDING PUT NOTICES. The Investor acknowledges and agrees that (a) the Company shall have sole and absolute discretion

as to whether and when to deliver any Put Notice, (b) nothing in this Agreement or any other Transaction Document shall be construed to

require, obligate, or otherwise compel the Company to deliver any Put Notice or to sell any Put Shares at any time, (c) the Investor shall

have no right to require, demand, or otherwise compel the Company to deliver any Put Notice or sell any Put Shares, and (d) the Company’s

decision not to deliver a Put Notice or to sell Put Shares at any time, for any reason or for no reason, shall not constitute a default

under, or breach of, this Agreement or any other Transaction Document. The Investor hereby irrevocably waives any right or claim to compel

the Company to deliver a Put Notice or to sell Put Shares under this Agreement, unless such Put Shares are to be issued pursuant to a

Put Notice delivered by the Company to the Investor.

ARTICLE VI

COVENANTS OF THE COMPANY

Section 6.1 RESERVATION

OF COMMON STOCK. The Company shall maintain a reserve from its duly authorized shares of Common Stock equal to the Required Minimum

in accordance with the terms of this Agreement.

Section 6.2 LISTING

OF COMMON STOCK. The Company shall promptly secure the listing of all of the Securities to be issued to the Investor hereunder on

the Principal Market (subject to official notice of issuance) and shall maintain the listing of all such Securities from time to time

issuable hereunder. The Company shall maintain the listing and trading of the Common Stock on the Principal Market (including, without

limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s reporting, filing and

other obligations under the bylaws or rules of FINRA and the Principal Market.

Section 6.3 OTHER

TRANSACTIONS; ALTERNATIVE FINANCINGS. Investor agrees that during the term of this Agreement, nothing in the Transaction Documents

shall require Investor’s consent to or prohibit the Company from pursuing and consummating alternative financing transactions (whether

debt or equity), including, without limitation, registered offerings, private placements, rights offerings, “at the market”

financing transactions, convertible note offerings or bank loans.

Section 6.4 FILING

OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form 8-K,including the Transaction

Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the transactions contemplated by,

and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company

shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least one (1) Trading

Day prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor shall use

its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Trading Day from the

date the Investor receives it from the Company. The Company shall also comply with the Registration Rights Agreement with respect to the

filing and effectiveness deadlines of a new registration statement (the “Registration Statement”) in accordance with

the terms of such Registration Rights Agreement.

Section 6.5 NO BROKER-DEALER

ACKNOWLEDGEMENT. Absent a final adjudication from a court of competent jurisdiction stating otherwise, the Company shall not to any

person, institution, governmental or other entity, state, claim, allege, or in any way assert, that Investor is currently, or ever has

been, a broker-dealer under the Securities Exchange Act of 1934.

Section 6.6 ISSUANCE OF

COMMITMENT SHARES. In consideration for the Investor’s execution and delivery of, and performance under this Agreement, on the

Execution Date, the Company shall issue the Commitment Shares to the Investor. For the avoidance of doubt, all of the Commitment Shares

shall be fully earned as of the Execution Date, and the issuance of the Commitment Shares is not contingent upon any other event or condition,

including, without limitation, the effectiveness of the Registration Statement or the Company’s submission of a Put Notice to the

Investor and irrespective of any termination of this Agreement.

ARTICLE VII

CONDITIONS TO DELIVERY OF

PUT NOTICES AND CONDITIONS TO CLOSING

Section 7.1 CONDITIONS

PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The obligation of the Investor hereunder to purchase Put Shares is

subject to the satisfaction of each of the following conditions:

(a) EFFECTIVE REGISTRATION

STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective for the resale by the Investor

of the Put Shares and Commitment Shares and (i) neither the Company nor the Investor shall have received notice that the SEC has issued

or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the

effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened to do so and (ii) no other

suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement or related prospectus shall exist.

(b) ACCURACY OF THE

COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true and correct in all

material respects as of the date of this Agreement and as of the date of each Closing (except for representations and warranties specifically

made as of a particular date).

THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and

conditions required by this Agreement to be performed, satisfied or complied with by the Company, including but not limited to the delivery

of the Put Shares as provided in Section 2.2(a) of this Agreement.

(d) NO INJUNCTION.

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

any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects any of the transactions

contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect of prohibiting or materially

adversely affecting any of the transactions contemplated by the Transaction Documents.

(e) ADVERSE CHANGES.

Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably likely to have a Material

Adverse Effect has occurred.

(f) NO SUSPENSION

OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the SEC, the Principal

Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for listing on and shall not have been

delisted from the Principal Market. In the event of a suspension, delisting, or halting for any reason, of the trading of the Common Stock,

as contemplated by this Section 7.2(f), the Investor shall have the right to return to the Company any remaining amount of Put Shares

associated with such Put, and the Purchase Price with respect to such Put shall be reduced accordingly.

(g) BENEFICIAL OWNERSHIP

LIMITATION. The number of Put Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated

with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result

in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 of

the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in the event that the amount of Common

Stock outstanding, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder, is greater

on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is given, the amount of Common Stock outstanding

on such Closing Date shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made

pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following such Closing Date. The “Beneficial

Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect

to the issuance of shares of Common Stock issuable pursuant to a Put Notice.

(h) PENNY STOCK.

The Common Stock shall not be deemed to be a “penny stock” as defined in SEC Rule 240.3a51-1 (17 CFR § 240.3a51-1). In

the event that the Common Stock becomes a “penny stock” prior to the closing of a respective Put, the Investor shall have

the right to return to the Company up to all of the Put Shares associated with such Put, and the Purchase Price with respect to such Put

shall be reduced accordingly.

(i) NO KNOWLEDGE.

The Company shall have no knowledge of any event more likely than not to have the effect of causing the Registration Statement to be suspended

or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading Days following the Trading Day

on which such Put Notice is deemed delivered).

(j) NO VIOLATION OF

SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval requirements of the Principal

Market, including but not limited to as contemplated by Section 2.4 of this Agreement.

(k) OFFICER’S

CERTIFICATE. On the date of delivery of each Put Notice, the Investor shall have received the Closing Certificate executed by an executive

officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as of the date of each such

certificate.

(l) DWAC ELIGIBLE.

The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”

(m) SEC DOCUMENTS.

All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with

the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC within the applicable time periods

prescribed for such filings under the Exchange Act.

(n) RESERVE. The

Company shall have reserved the Required Minimum for the Investor’s benefit under this Agreement, the Company shall have satisfied

the reserve requirements with respect to all other contracts between the Company and Investor.

(o) BANKRUPTCY.

Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any

bankruptcy law or any law for the relief of debtors shall not be instituted by or against the Company or any subsidiary of the Company

(the “Bankruptcy Proceedings”), and the Company shall have no knowledge of any event more likely than not to have the effect

of causing Bankruptcy Proceedings to arise. In the event of Bankruptcy Proceedings as contemplated by this Section 7.2(p), the Investor

shall have the right to return to the Company any remaining amount of Put Shares associated with such Put, and the Purchase Price with

respect to such Put shall be reduced accordingly.

ARTICLE VIII

TERMINATION EVENTS AND EVENTS

OF DEFAULT

Section 8.1 TERMINATION

EVENTS. The Purchase Agreement shall terminate upon the occurrence of any of the following Termination Events:

(a) Suspension (whether temporary

or otherwise) in trading (other than during customary suspension periods not exceeding five (5) consecutive Trading Days) and/or delisting

of the Common Stock from the Principal Market, provided that it shall not constitute a Termination Event if the Common Stock is listed

or quoted on another Eligible Market within thirty (30) calendar days of such suspension or delisting;

(b) It becomes unlawful for

either party to perform any material obligation under this Agreement or for the Company to issue, or for the Investor to acquire, Put

Shares;

disruption event that prevents trading in the Common Stock on the Principal Market for a period of five (5) or more consecutive Trading

Days;

Upon the occurrence of a Termination

Event, either party may terminate this Agreement by providing written notice to the other party, and such termination shall be effective

upon receipt of such notice. Notwithstanding the foregoing, no Termination Event shall affect any pending Put Notice that has not been

fully settled, and the parties shall fully perform their respective obligations with respect to any such pending Put Notice.

Section 8.2 EVENTS OF DEFAULT.

Each of the following shall constitute an “Event of Default”:

(a) Failure of the Company

to comply with any material obligation under this Agreement, including but not limited to the timely delivery of Put Shares, and such

failure continues for a period of ten (10) Trading Days after written notice thereof from the Investor;

(b) Any representation or

warranty made by the Company in this Agreement or any Transaction Document proves to have been untrue or misleading in any material respect

when made;

(d) The Company or any Subsidiary

(i) commences a voluntary case or proceeding under any Bankruptcy Law, (ii) has an involuntary case or proceeding commenced against it

under any Bankruptcy Law that is not dismissed within sixty (60) calendar days, (iii) has a Custodian appointed for all or substantially

all of its property, (iv) makes a general assignment for the benefit of its creditors, or (v) admits in writing its inability to pay its

debts as they become due;

(e) Any creditors’ process

(including, without limitation, any attachment, execution, sequestration, distress or analogous process) is levied or enforced upon or

against any material assets of the Company and is not discharged, stayed or restrained within thirty (30) calendar days;

(f) The Company ceases or

threatens to cease to carry on all or a material part of its business, or a material change in the nature of the Company’s business

occurs;

(g) The Company repudiates

or rescinds, or purports to repudiate or rescind, any Transaction Document or any material provision thereof;

(h) Any material litigation,

arbitration or governmental investigation is commenced or threatened against the Company or any Subsidiary that would reasonably be expected

to have a Material Adverse Effect; and

(i) Any event or circumstance

occurs which has, or would reasonably be expected to have, a Material Adverse Effect.

Upon the occurrence and during

the continuance of an Event of Default, the Investor may, by written notice to the Company, (x) suspend its obligation to purchase Put

Shares pursuant to any outstanding or future Put Notices, and/or (y) terminate this Agreement, effective upon receipt of such notice by

the Company.

Section 8..3 NOTICE OF

TERMINATION EVENT OR EVENT OF DEFAULT. The Company shall give notice to the Investor promptly (and in any event within twenty-four

(24) hours) upon becoming aware that an event or circumstance has arisen that constitutes a Termination Event or an Event of Default or

that may reasonably be expected to lead to a Termination Event or Event of Default occurring in the future. Such notice shall describe

in reasonable detail the nature of the event or circumstance, the anticipated effect thereof, and any steps the Company is taking or proposes

to take to address it.

Section 8.4 EFFECT OF TERMINATION.

In the event of any termination pursuant to this Article, this Agreement shall become void and of no further force or effect, except that

(i) the provisions of Article IV (Representations and Warranties of the Company), Article X (Notices; Indemnification), Article XI (Miscellaneous),

and this Article VIII shall remain in full force and effect indefinitely, (ii) so long as the Investor owns any Securities, the covenants

and agreements of the Company contained in Article VI (Covenants of the Company) shall remain in full force and effect for a period of

six (6) months following such termination, (iii) all Commitment Shares theretofore issued shall remain fully earned and non-refundable,

and (iv) no termination shall become effective prior to the full settlement of any pending Put Notice. Nothing in this Section shall be

deemed to release either party from any liability for any breach or default under this Agreement or any other Transaction Document.

ARTICLE IX

LEGENDS

Section 9.1 NO RESTRICTIVE

STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Put Shares.

Section 9.2 INVESTOR’S

COMPLIANCE. Nothing in this Article IX shall affect in any way the Investor’s obligations hereunder to comply with all applicable

securities laws upon the sale of the Common Stock.

ARTICLE X

NOTICES; INDEMNIFICATION

Section 10.1 NOTICES.

All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,

unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return receipt

requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by hand delivery,

telegram, or email as a PDF, addressed as set forth below or to such other address as such party shall have specified most recently by

written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder shall be deemed

effective (i) upon hand delivery or delivery by email at the address designated below (if delivered on a business day during normal business

hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day

during normal business hours where such notice is to be received) or (ii) on the second business day following the date of mailing by

express courier service or on the fifth business day after deposited in the mail, in each case, fully prepaid, addressed to such address,

or upon actual receipt of such mailing, whichever shall first occur.

The addresses for such communications

shall be:

If to the Company:

VenHub Global,

Inc.

5360 Procyon Street

Las Vegas, NV 89118

Email: shahan@venhub.com

Attention: Shahan

Ohanessian, CEO

If to the Investor:

Euphoria Capital

190 Elgin Avenue

George Town, Grandy

Cayman

KY1-9008, Cayman

Island

Email: matt@pi7capital.com

Either party hereto may from time to time change

its address or email for notices under this Section 10.1 by giving at least ten (10) days’ prior written notice of such changed

address to the other party hereto.

Section 10.2 INDEMNIFICATION.

Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other party along with its officers,

directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section

15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”) from and against any Damages, joint

or several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating

to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the

Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in

the Registration Statement or any post-effective amendment thereof or supplement thereto, or the omission or alleged omission therefrom

of a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement

or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended

or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to

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

therein were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act,

any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as such Damages

are incurred, except to the extent such Damages result primarily from the Indemnified Party’s failure to perform any covenant or

agreement contained in this Agreement or the Indemnified Party’s negligence, recklessness or bad faith in performing its obligations

under this Agreement; provided, however, that the foregoing indemnity agreement shall not apply to any Damages

of an Indemnified Party to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement

or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to

the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof

or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).

Section 10.3 METHOD

OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 10.2 shall be asserted

and resolved as follows:

(a) In the event any claim

or demand in respect of which an Indemnified Party might seek indemnity under Section 10.2 is asserted against or sought to be collected

from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third Party Claim”),

the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying the nature of

and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that is being asserted under any

provision of Section 10.2 against an Indemnifying Party, together with the amount or, if not then reasonably ascertainable, the estimated

amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with reasonable promptness to the Indemnifying

Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice

of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to such Third

Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by such failure of the Indemnified

Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending thirty (30) calendar

days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined below) (the “Dispute

Period”) whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party under

Section 10.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third

Party Claim.

(i) If the Indemnifying Party

notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect

to the Third Party Claim pursuant to this Section 10.3(a), then the Indemnifying Party shall have the right to defend, with counsel reasonably

satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate

proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be

settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement

that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which

the Indemnified Party shall not be indemnified in full pursuant to Section 10.2). The Indemnifying Party shall have full control of such

defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified

Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the

notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other action that

the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided, further,

that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide

reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The

Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying

Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and

expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may takeover the control of the defense

or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 10.2 with respect to such

Third Party Claim.

(ii) If the Indemnifying Party

fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant

to Section 10.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third

Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party shall

have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings,

which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion

of the Indemnified Party(with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified

Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that

if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable

cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding

the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that

the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third

Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying

Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this clause (ii) or of

the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse

the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation.

The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to

this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.

(iii) If the Indemnifying Party

notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the Indemnified Party with respect

to the Third Party Claim under Section 10.2 or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying

Party disputes its liability or the amount of its liability to the Indemnified Party with respect to such Third Party Claim, the amount

of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party under Section 10.2 and the

Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed

its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed

in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved

within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.

(b) In the event any Indemnified

Party should have a claim under Section 10.2 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified

Party shall deliver a written notification of a claim for indemnity under Section 10.2 specifying the nature of and basis for such claim,

together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such claim (an “Indemnity

Notice”) with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice

shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party demonstrates that it has been irreparably

prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the amount of the claim

described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes

the claim or the amount of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will

be conclusively deemed a liability of the Indemnifying Party under Section 10.2 and the Indemnifying Party shall pay the amount of such

Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability

with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of

such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying

Party shall be entitled to institute such legal action as it deems appropriate.

agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or

other reasonable expenses incurred by them in connection with investigating or defending any such Claim.

(d) The indemnity provisions

contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party against the Indemnifying Party

or others, and (ii) any liabilities the Indemnifying Party may be subject to.

ARTICLE XI

MISCELLANEOUS

Section 11.1 ARBITRATION

OF CLAIMS; GOVERNING LAW; JURISDICTION. The Company and Investor shall submit all Claims (as defined in Exhibit C of this Agreement)

(the “Claims”) arising under this Agreement or any other agreement between the Company and Investor or their respective affiliates

(including but not limited to the Transaction Documents) or any Claim relating to the relationship of the Company and Investor or their

respective affiliates to binding arbitration pursuant to the arbitration provisions set forth in Exhibit C of the Agreement (the “Arbitration

Provisions”). The Company and Investor hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding

on the Company and Investor hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company

represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about

such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious

and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that

Company will not take a position contrary to the foregoing representations. Company acknowledges and agrees that Investor may rely upon

the foregoing representations and covenants of Company regarding the Arbitration Provisions. This Agreement shall be construed and enforced

in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be

governed by, the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule

(whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than

the State of Nevada. The Company and Investor consent to and expressly agree that the exclusive venue for arbitration of any Claims arising

under this Agreement or any other agreement between the Company and Investor or their respective affiliates (including but not limited

to the Transaction Documents) or any Claim relating to the relationship of the Company and Investor or their respective affiliates shall

be in the State of Nevada. Without modifying the Company’s and Investor’s mandatory obligations to resolve disputes hereunder

pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and notwithstanding

the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other agreement between

the Company’s transfer agent and the Company, such litigation specifically includes, without limitation any action between or involving

Company and the Company’s transfer agent related to Investor in any way (specifically including, without limitation, any action

where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer agent from

issuing shares of Common Stock to Investor for any reason)), each party hereto hereby (i) consents to and expressly submits to the exclusive

personal jurisdiction of any state or federal court sitting in the State of Nevada, (ii) expressly submits to the exclusive venue of any

such court for the purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation, any action

where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer agent from

issuing shares of Common Stock to Investor for any reason) outside of any state or federal court sitting in the State of Nevada, and (iv)

waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim, defense or

objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding

is improper. Notwithstanding anything in the foregoing to the contrary, nothing herein shall limit, or shall be deemed or construed to

limit, the ability of either party to realize on any collateral or any other security, or to enforce a judgment or other court ruling

in favor of such party, including through a legal action in any court of competent jurisdiction. Each party hereby irrevocably waives,

and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action instituted hereunder,

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

is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper (including but not limited to based

upon forum non conveniens). EACH OF THE COMPANY AND THE INVESTOR HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,

AND AGREES 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 TRANSACTIONS CONTEMPLATED HEREBY. Each party irrevocably waives personal service of process and consents to process being served

in any suit, action or proceeding in connection with this Agreement or any other agreement, certificate, instrument or document contemplated

hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such

party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient

service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

other manner permitted by law. The prevailing party in any action or dispute brought in connection with this Agreement or any other agreement,

certificate, instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s

fees and costs. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability

shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability

of any provision of this Agreement in any other jurisdiction.

Section 11.2 PAYMENT

SET ASIDE. Further, to the extent that the (i) Company makes a payment or payments to the Investor pursuant to this Agreement or any

other agreement, certificate, instrument or document contemplated hereby or thereby, or (ii) the Investor enforces or exercises its rights

pursuant to this Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby (including but not

limited to the sale of the Securities), and such payment or payments or the proceeds of such enforcement or exercise or any part thereof

(including but not limited to the sale of the Securities) are for any reason (i) subsequently invalidated, declared to be fraudulent or

preferential, set aside, recovered from, or disgorged by the Investor, or (ii) are required to be refunded, repaid or otherwise restored

to the Company, a trustee, receiver, government entity, or any other person or entity under any law (including, without limitation, any

bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then (i) to the extent of any such restoration

the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such

payment had not been made or such enforcement or setoff had not occurred and (ii) the Company shall immediately pay to the Investor a

dollar amount equal to the amount that was for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set

aside, recovered from, or disgorged by the Investor, or (ii) required to be refunded, repaid or otherwise restored to the Company, a trustee,

receiver, government entity, or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign,

state or federal law, common law or equitable cause of action).

Section 11.3 ASSIGNMENT.

None of the parties may assign its rights or obligations under this Agreement or designate another person (i) to perform all or part of

its obligations under this Agreement or (ii) to have all or part of its rights and benefits under this Agreement, in each case without

the prior written consent of (x) the Company, in the case of an Investor, and (y) the Investors, in the case of the Company, provided

that an Investor may, without the prior consent of the Company, assign its rights to purchase the Securities hereunder to any of its Affiliates

or to any other investment funds or accounts managed or advised by the investment manager who acts on behalf of such Investor (provided

each such assignee agrees to be bound by the terms of this Agreement and makes the same representations and warranties set forth in Section

5). In the event of any assignment in accordance with the terms of this Agreement, the assignee shall specifically assume and be bound

by the provisions of this Agreement by executing a writing agreeing to be bound by and subject to the provisions of this Agreement and

shall deliver an executed counterpart signature page to this Agreement and, notwithstanding such assumption or agreement to be bound hereby

by an assignee, no such assignment shall relieve any party assigning any interest hereunder from its obligations or liability pursuant

to this Agreement.

Section 11.4 NO THIRD

PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective successors, and

is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in Section 10.3.

Section 11.5 TERMINATION.

The Company may terminate this Agreement at any time by written notice to the Investor, provided that such termination shall be effective

forty-five (45) days after delivery of such notice. In addition, this Agreement shall automatically terminate at the end of the Commitment

Period. This Agreement may also be terminated in accordance with Article VIII. Notwithstanding anything in this Agreement to the contrary,

the provisions of Articles III, IV, VI, X of this Agreement and the agreements and covenants of the Company and the Investor set forth

in Article XI of this Agreement shall survive the termination of this Agreement.

Section 11.6 ENTIRE

AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the Company

and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings, oral or

written, with respect to such matters, which the Parties acknowledge have been merged into such documents, exhibits and schedules.

Section 11.7 FEES

AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each party shall pay

the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident

to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay $50,000.00 to legal counsel

of the Investor on the date of this Agreement for Investor’s expenses relating to the preparation of this Agreement. The Company

shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter

delivered by the Company), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Investor.

On the date of this Agreement, the Company shall issue the Commitment Shares to Investor for its commitment to enter into this Agreement.

The Commitment Shares shall be earned in full upon the date of this Agreement, and the issuance of the Commitment Shares is not contingent

upon any other event or condition, including but not limited to the effectiveness of the Registration Statement or the Company’s

submission of a Put Notice to the Investor.

Section 11.8 COUNTERPARTS.

This Agreement may be executed in multiple counterparts, each of which may be executed by less than all of the Parties and shall be deemed

to be an original instrument which shall be enforceable against the Parties actually executing such counterparts and all of which together

shall constitute one and the same instrument. This Agreement may be delivered to the other Parties hereto by email of a copy of this Agreement

bearing the signature of the Parties so delivering this Agreement.

Section 11.9 SEVERABILITY.

In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable

or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective

if it materially changes the economic benefit of this Agreement to any party.

Section 11.10 FURTHER

ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute

and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to

carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 11.11 NO STRICT

CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual

intent, and no rules of strict construction will be applied against any party.

Section 11.12 EQUITABLE

RELIEF. Each party recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under

this Agreement, any remedy at law may prove to be inadequate relief to the other party. Each party therefore agrees that the other party

shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

Section 11.13 TITLE

AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not to be considered

in construing or interpreting this Agreement.

Section 11.14 AMENDMENTS;

WAIVERS. No provision of this Agreement may be amended or waived by the Parties from and after the date that is one (1) Trading Day

immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, (i)

no provision of this Agreement may be amended other than by a written instrument signed by both Parties hereto and (ii) no provision of

this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought.

No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single

or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

Section 11.15 PUBLICITY.

The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect

to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement, other

than as required by law, without the prior written consent of the other Parties, which consent shall not be unreasonably withheld or delayed,

except that no prior consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide

the other party with prior notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the

name of the Investor without the prior written consent of the Investor, except to the extent required by law. The Investor acknowledges

that this Agreement and all or part of the Transaction Documents may be deemed to be “material contracts,” as that term is

defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as exhibits to reports

or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees that the status of such documents

and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.

[Signature Page Follows]

IN WITNESS WHEREOF,

the Parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year

first above written.

THE COMPANY:

VENHUB GLOBAL, INC.

By:

Name:

Title:

INVESTOR:

EUPHORIA CAPITAL

By:

Name:

Title:

[Signature Page to equity purchase agreement]

EXHIBIT A

FORM OF PUT NOTICE

TO: EUPHORIA CAPITAL

DATE: ____________________

We refer to the equity purchase

agreement, dated August [*], 2026 (the “Agreement”), entered into by and between VenHub Global, Inc. and you. Capitalized

terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.

We hereby:

1) Give

you notice that we require you to purchase Put Shares pursuant to the Agreement; and

2) Certify

that, as of the date hereof, the conditions set forth in Section 7.2 of the Agreement are satisfied.

VENHUB GLOBAL, INC.

By:

Name:

Title:

A-1

EXHIBIT B

FORM OF OFFICER’S CERTIFICATE

OF VENHUB GLOBAL, INC.

Pursuant to Section 7.2(k)

of that certain equity purchase agreement, dated August [*], 2026 (the “Agreement”), by and between VenHub Global,

Inc. (the “Company”) and Euphoria Capital (the “Investor”), the undersigned, in his capacity as

Chief Financial Officer of the Company, and not in his individual capacity, hereby certifies, as of the date hereof (such date, the “Condition

Satisfaction Date”), the following:

1. The representations

and warranties of the Company are true and correct in all material respects as of the Condition Satisfaction Date as though made on the

Condition Satisfaction Date (except for representations and warranties specifically made as of a particular date) with respect to all

periods, and as to all events and circumstances occurring or existing to and including the Condition Satisfaction Date, except for any

conditions which have temporarily caused any representations or warranties of the Company set forth in the Agreement to be incorrect and

which have been corrected with no continuing impairment to the Company or the Investor; and

2. All of the conditions

precedent to the obligation of the Investor to purchase Put Shares set forth in the Agreement, including but not limited to Section 7.2

of the Agreement, have been satisfied as of the Condition Satisfaction Date.

Capitalized terms used herein

shall have the meanings set forth in the Agreement unless otherwise defined herein.

IN WITNESS WHEREOF,

the undersigned has hereunto affixed his hand as of the ________, 20__.

By:

Name:

Title:

B-1

Exhibit

ARBITRATION PROVISIONS

1. Dispute Resolution. Each party

consents to and expressly agrees that the exclusive venue for arbitration of any dispute arising out of or relating to any of the Transaction

Documents or the relationship of the parties or their affiliates shall be in the State of Nevada. For purposes of this Exhibit

C, the term “Claims” means any disputes, claims, demands, causes of action, requests for injunctive relief, requests

for specific performance, questions regarding severability of any provisions of the Transaction Documents, liabilities, damages, losses,

or controversies whatsoever arising from, related to, or connected with the transactions contemplated in the Transaction Documents and

any communications between the parties related thereto, including without limitation any claims of mutual mistake, mistake, fraud, misrepresentation,

failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition precedent, rescission, and

any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement (or these Arbitration Provisions

(defined below)) or any of the other Transaction Documents. The parties to this Agreement (the “parties”) hereby agree

that the Claims may be arbitrated in one or more Arbitrations pursuant to these Arbitration Provisions (one for an injunction or injunctions

and a separate one for all other Claims). The parties hereby agree that the arbitration provisions set forth in this Exhibit C (“Arbitration

Provisions”) are binding on each of them. As a result, any attempt to rescind the Agreement (or these Arbitration Provisions)

or any other Transaction Document) or declare the Agreement (or these Arbitration Provisions) or any other Transaction Document invalid

or unenforceable pursuant to Section 29 of the 1934 Act or for any other reason is subject to these Arbitration Provisions. These Arbitration

Provisions shall also survive any termination or expiration of the Agreement. Any capitalized term not defined in these Arbitration Provisions

shall have the meaning set forth in the Agreement.

2. Arbitration. Except as otherwise

provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted exclusively in the State

of Nevada and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right provided for in

Paragraph 5 below (the “Appeal Right”), the parties agree that the award of the arbitrator rendered pursuant to Paragraph

4 below (the “Arbitration Award”) shall be (a) final and binding upon the parties, (b) the sole and exclusive remedy

between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator, and (c) promptly payable

in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Subject to the Appeal Right, any costs

or fees, including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Arbitration Award

shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. Judgment upon the Arbitration

Award will be entered and enforced by any state or federal court sitting in the State of Nevada.

3. The Arbitration Act. The parties

hereby incorporate herein the provisions and procedures set forth in the Nevada Uniform Arbitration Act, Chapter 38 (as amended or superseded

from time to time, the “Arbitration Act”). Notwithstanding the foregoing, pursuant to, and to the maximum extent permitted

by, the Arbitration Act, in the event of conflict or variation between the terms of these Arbitration Provisions and the provisions of

the Arbitration Act, the terms of these Arbitration Provisions shall control and the parties hereby waive or otherwise agree to vary the

effect of all requirements of the Arbitration Act that may conflict with or vary from these Arbitration Provisions.

4. Arbitration Proceedings. Arbitration

between the parties will be subject to the following:

4.1 Initiation of

Arbitration. Pursuant to the Arbitration Act, the parties agree that a party may initiate Arbitration by giving written notice to

the other party (“Arbitration Notice”) in the same manner that notice is permitted under Section 10.1 of the Agreement; provided,

however, that the Arbitration Notice may not be given by email or fax. Arbitration will be deemed initiated as of the date that the

Arbitration Notice is deemed physically delivered to such other party under Section 10.1 of the Agreement (the “Service Date”).

After the Service Date, information may be delivered, and notices may be given, by email or fax pursuant to Section 10.1 of the Agreement

or any other method permitted thereunder. The Arbitration Notice must describe the nature of the controversy, the remedies sought, and

the election to commence Arbitration proceedings. All Claims in the Arbitration Notice must be pleaded consistent with the Nevada Rules

of Civil Procedure.

4.2 Selection and

Payment of Arbitrator.

(a) Within ten (10) calendar

days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators that are designated as “neutrals”

or qualified arbitrators by the American Arbitration Association (“AAA”) or other arbitration service provider agreed upon

by the parties (such three (3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”).

For the avoidance of doubt, each Proposed Arbitrator must be qualified as a “neutral” with AAA or other arbitration service

provider agreed upon by the parties. Within five (5) calendar days after Investor has submitted to Company the names of the Proposed Arbitrators,

Company must select, by written notice to Investor, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under

these Arbitration Provisions. If Company fails to select one of the Proposed Arbitrators in writing within such 5-day period, then Investor

may select the arbitrator from the Proposed Arbitrators by providing written notice of such selection to Company.

C-1

(b) If Investor fails to submit

to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph (a) above, then Company

may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators that are designated

as “neutrals” or qualified arbitrators by AAA or other arbitration service provider agreed upon by the parties by written

notice to Investor. Investor may then, within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to

Investor, select, by written notice to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these

Arbitration Provisions. If Investor fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators

selected by Company, then Company may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written

notice of such selection to Investor.

chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected such Proposed Arbitrator

may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the chosen Proposed Arbitrator

declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators decline or are otherwise

unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this Paragraph 4.2.

(d) The date that the Proposed

Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both parties to serve as the arbitrator

hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator resigns or is unable to act

during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to continue the Arbitration. If

AAA or other arbitration service provider agreed upon by the parties ceases to exist or to provide a list of neutrals and there is no

successor thereto, then replacement arbitrators shall be selected and agreed upon by both parties within five (5) calendar days thereafter.

(e) Subject to Paragraph 4.10

below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if one party refuses or fails

to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount, with such amount being added to or subtracted

from, as applicable, the Arbitration Award.

4.3 Applicability

of Certain Nevada Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Nevada Rules of

Civil Procedure and the Nevada Rules of Evidence. More specifically, the Nevada Rules of Civil Procedure shall apply, without limitation,

to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Nevada Rules

of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is

the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of

any conflict between the Nevada Rules of Civil Procedure or the Nevada Rules of Evidence and these Arbitration Provisions, these Arbitration

Provisions shall control.

4.4 Answer and Default.

An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating the Arbitration within

twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required deadline, the arbitrator

must provide written notice to the defaulting party stating that the arbitrator will enter a default award against such party if such

party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within the five (5) day

extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration Notice, against

a party that fails to submit an answer within such time period.

4.5 [Intentionally

Omitted].

4.6 Discovery.

The parties agree that discovery shall be conducted as follows:

(a) Written discovery will

only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof, and the written discovery

sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded in the Arbitration.

The party seeking written discovery shall always have the burden of showing that all of the standards and limitations set forth in these

Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited as follows:

(i) To facts directly

connected with the transactions contemplated by the Agreement.

(ii) To facts

and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or less expensive

than in the manner requested.

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(b) No party shall be allowed

(i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests for admission (including

discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than three (3) depositions

(excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions will be borne by

the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition of the estimated

attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending the deposition

fails to submit an estimate of attorneys’ fees within five (5) calendar days of its receipt of a deposition notice, then such party

shall be deemed to have waived its right to the estimated attorneys’ fees. The party taking the deposition must pay the party defending

the deposition the estimated attorneys’ fees prior to taking the deposition, unless such obligation is deemed to be waived as set

forth in the immediately preceding sentence. If the party taking the deposition believes that the estimated attorneys’ fees are

unreasonable, such party may submit the issue to the arbitrator for a decision.

(including document production requests included in deposition notices) must be submitted in writing to the arbitrator and the other party.

The party submitting the written discovery requests must include with such discovery requests a detailed explanation of how the proposed

discovery requests satisfy the requirements of these Arbitration Provisions and the Nevada Rules of Civil Procedure. The receiving party

will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the arbitrator an estimate

of the attorneys’ fees and costs associated with responding to such written discovery requests and a written challenge to each applicable

discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to one or more discovery requests,

consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding as to the likely attorneys’

fees and costs associated with responding to the discovery requests and issue an order that (i) requires the requesting party to prepay

the attorneys’ fees and costs associated with responding to the discovery requests, and (ii) requires the responding party to respond

to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s finding with respect

to such discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or a challenge to discovery

requests fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are no attorneys’ fees or costs

associated with responding to such discovery requests, and (B) the responding party must respond to such discovery requests (as may be

limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests.

Any party submitting any written discovery requests, including without limitation interrogatories, requests for production subpoenas to

a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, before the responding

party has any obligation to produce or respond to the same, unless such obligation is deemed waived as set forth above.

(d) In order to allow a written

discovery request, the arbitrator must find that the discovery request satisfies the standards set forth in these Arbitration Provisions

and the Nevada Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery request does not satisfy

any of the standards set forth in these Arbitration Provisions or the Nevada Rules of Civil Procedure, the arbitrator may modify such

discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.

(e) Each party may submit

expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of the Arbitration Commencement

Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following: (i) a complete statement of

all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name and qualifications, including

a list of all the expert’s publications within the preceding ten (10) years, and a list of any other cases in which the expert has

testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii) the compensation to be paid

for the expert’s report and testimony. The parties are entitled to depose any other party’s expert witness one (1) time for

no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter not fairly disclosed in

the expert report.

4.6 Dispositive Motions.

Each party shall have the right to submit dispositive motions pursuant to the Nevada Rules of Civil Procedure (a “Dispositive

Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the arbitrator and to the other

party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion. Within seven (7) calendar days

of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other party a memorandum in opposition

to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar days of delivery of the Memorandum

in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to the arbitrator and to the other party

a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If the applicable party shall fail to deliver

the Memorandum in Opposition as required above, or if the other party fails to deliver the Reply Memorandum as required above, then the

applicable party shall lose its right to so deliver the same, and the Dispositive Motion shall proceed regardless.

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4.7 Confidentiality.

All information disclosed by either party (or such party’s agents) during the Arbitration process (including without limitation

information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in nature. Each party

agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration process (including

without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure such information becomes

public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party or its agents, (b) such

information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving party has notified the other

party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent jurisdiction prior

to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives and legal counsel on a need

to know basis who each agree in writing not to disclose such information to any third party. The arbitrator is hereby authorized and directed

to issue a protective order to prevent the disclosure of privileged information and confidential information upon the written request

of either party.

4.8 Authorization;

Timing; Scheduling Order. Subject to all other portions of these Arbitration Provisions, the parties hereby authorize and direct the

arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the Arbitration proceedings

to be efficient and expeditious. The parties hereby agree that an Arbitration Award must be made within one hundred twenty (120) calendar

days after the Arbitration Commencement Date. The arbitrator is hereby authorized and directed to hold a scheduling conference within

ten (10) calendar days after the Arbitration Commencement Date in order to establish a scheduling order with various binding deadlines

for discovery, expert testimony, and the submission of documents by the parties to enable the arbitrator to render a decision prior to

the end of such 120-day period.

4.9 Relief. The

arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which the arbitrator

deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator

may not award exemplary or punitive damages.

4.10 Fees and Costs.

As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being awarded the least amount

of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees,

or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration, and (b) reimburse the

prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery costs, and other

expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.

5. Arbitration Appeal.

5.1 Initiation of

Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have a period of

thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant elects

to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel of arbitrators

as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein as the “Appeal

Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph 4.1 above with respect

to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee, the Appellant must also

pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond in the amount of 110% of

the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing. In the event an Appellant

delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance with the provisions of

this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will not be further conditioned.

In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond) to the other party within

the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award. If no party delivers an

Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline described in this Paragraph

5.1, the Arbitration Award shall be final. The parties acknowledge and agree that any Appeal shall be deemed part of the parties’

agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.

5.2 Selection and

Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment

of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person arbitration

panel (the “Appeal Panel”).

(a) Within ten (10) calendar

days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators that are designated

as “neutrals” or qualified arbitrators by AAA or other arbitration service provider agreed upon by the parties (such five

(5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For the avoidance of

doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with AAA or other arbitration service provider agreed

upon by the parties, and shall not be the arbitrator who rendered the Arbitration Award being appealed (the “Original Arbitrator”).

Within five (5) calendar days after the Appellee has submitted to the Appellant the names of the Proposed Appeal Arbitrators, the Appellant

must select, by written notice to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the members of the Appeal Panel.

If the Appellant fails to select three (3) of the Proposed Appeal Arbitrators in writing within such 5-day period, then the Appellee may

select such three (3) arbitrators from the Proposed Appeal Arbitrators by providing written notice of such selection to the Appellant.

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(b) If the Appellee fails

to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the Appeal Date pursuant to

subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed Appeal Arbitrators, identify

the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators by AAA or other arbitration service

provider agreed upon by the parties (none of whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may

then, within five (5) calendar days after the Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written

notice to the Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing

within such 5-day period three (3) of the arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the

Appellant may select the three (3) members of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written

notice of such selection to the Appellee.

Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal Arbitrator may select one

(1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date a chosen Proposed Appeal Arbitrator

declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three (3) of the five (5) designated Proposed

Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator selection process shall begin again in

accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators who have already agreed to serve

shall remain on the Appeal Panel.

(d) The date that all

three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email) delivered to both

the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal Commencement

Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in writing (including

via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel to serve as the lead

arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes of these Arbitration

Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make determinations upon

the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator on the Appeal

Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the Appeal proceedings,

a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member of the Appeal Panel. If

AAA or other arbitration service provider agreed upon by the parties ceases to exist or to provide a list of neutrals, then replacement

arbitrators for the Appeal Panel shall be selected and agreed upon by both parties within five (5) calendar days thereafter.

(d) Subject to Paragraph

5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.

5.3 Appeal Procedure. The

Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel shall conduct a de novo review

of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and all other provisions of this Paragraph

5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate for a fair and expeditious disposition

of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous evidence and discovery, together with

all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents filed with the Appeal Panel pursuant

to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal Panel shall not permit the parties

to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new witnesses or affidavits, and shall

not base any of its findings or determinations on the Original Arbitrator’s findings or the Arbitration Award.

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5.4 Timing.

(a) Within seven (7)

calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal Panel copies of

the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents filed with

the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may, but is not

required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning or

position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7) calendar

days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal Panel and

to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s delivery

of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply Memorandum

to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of this subparagraph

(a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final. If the Appellee shall

fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply Memorandum as required

above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and the Appeal shall proceed

regardless.

(b) Subject to subparagraph

(a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar days of the Appeal Commencement

Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal is heard (and in no event later

than sixty (60) calendar days after the Appeal Commencement Date).

5.5 Appeal Panel

Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator on

the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety and

make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall

remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive

remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)

be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,

including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall,

to the maximum extent permitted by law, be charged against the party resisting such enforcement. Judgment upon the Appeal Panel Award

will be entered and enforced by a state or federal court sitting in the State of Nevada.

5.6 Relief. The

Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel deems proper under the

circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal Panel may not award

exemplary or punitive damages.

5.7 Fees and Costs. As

part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being awarded the least amount

of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees,

or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration and the Appeal Panel,

and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal Panel, which, for the avoidance

of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any part) the reasonable

attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery costs, and other expenses, costs

or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including without limitation in connection

with the Appeal).

6. Miscellaneous.

6.1 Severability. If

any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall be modified

to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration Provisions

shall remain unaffected and in full force and effect.

6.2 Governing Law.

These Arbitration Provisions shall be governed by the laws of the State of Nevada without regard to the conflict of laws principles therein.

6.3 Interpretation.

The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the interpretation

of, these Arbitration Provisions.

6.4 Waiver. No

waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by the party granting

the waiver.

6.5 Time is of the

Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.

[Remainder of page intentionally left blank]

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EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED AUGUST 26, 2026, BY AND BETWEEN VENHUB GLOBAL, INC. AND EUPHORIA CAPITAL

EX-10.2

Filename: ea030425001ex10-2.htm · Sequence: 3

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this

“Agreement”), dated as of August 26, 2026, by and between VenHub Global, Inc., a Nevada corporation

(the “Company”), and Euphoria Capital (together with it permitted assigns, the “Investor”).

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement

by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to

time, the “Purchase Agreement”).

WHEREAS:

The Company has agreed, upon

the terms and subject to the conditions of the Purchase Agreement, to sell to the Investor up to One Hundred Million Dollars ($100,000,000.00)

of Put Shares (as defined in the Purchase Agreement) and to induce the Investor to enter into the Purchase Agreement, the Company has

agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder,

or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.

NOW, THEREFORE, in

consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

1. DEFINITIONS.

As used in this Agreement, the

following terms shall have the following meanings:

a. “Investor”

shall have the meaning set forth above.

b. “Person”

means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,

an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.

c. “Register,”

“registered,” and “registration” refer to a registration effected by preparing and filing one or

more registration statements of the Company in compliance with the Securities Act and/or pursuant to Rule 415 under the Securities Act

or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or

ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).

d. “Registrable Securities”

means all of the Put Shares which may, from time to time be issued to the Investor under the Purchase Agreement (without regard to any

beneficial ownership or restriction on purchases therein), all of the Commitment Shares (as defined in the Purchase Agreement) which may,

from time to time, be issued to the Investor under the Purchase Agreement, without regard to any limitation on beneficial ownership or

restriction on purchases therein, and shares of Common Stock (as defined in the Purchase Agreement) (the “Common Stock”) issued

to the Investor as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard

to any limitation on beneficial ownership in the Purchase Agreement.

e. “Registration Statement”

means one or more registration statements of the Company (provided, however, that if the Company is eligible to file a Form S-3 covering

such Registrable Securities at the time of filing of the Registration Statement, then the Company shall file such Registration Statement

on Form S-3).

2. REGISTRATION.

a. Mandatory Registration. The

Company shall, within thirty (30) calendar days from the date of this Agreement, file with the SEC an initial Registration Statement covering

the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations

and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule

415 under the Securities Act at then prevailing market prices (and not fixed prices), subject to the aggregate number of authorized shares

of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement

shall register only the Registrable Securities. The Investor and its counsel shall have a reasonable opportunity to review and comment

upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its

filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish within five (5)

calendar days all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable commercial

efforts to have the Registration Statement declared effective by the SEC within ninety (90) calendar days from the date of this Agreement

(or at the earliest possible date if prior to ninety (90) calendar days from the date of this Agreement), and any amendment to the Registration

Statement thereafter declared effective by the SEC at the earliest possible date. The Company shall keep the Registration Statement effective,

including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of

all of the Registrable Securities covered thereby at all times until the date on which the Investor shall have sold all the Registrable

Securities and the Maximum Commitment Amount (as defined in the Purchase Agreement) under the Purchase Agreement has been drawn down by

the Company pursuant to a Registration Statement (the “Registration Period”). The Registration Statement (including

any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or

omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances

in which they were made, not misleading. In the event that (i) the Registration Statement or New Registration Statement (as defined below)

becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and (ii) the Investor still

has ownership of any of the Registrable Securities, the Company shall immediately file one or more post-effective amendments to facilitate

the SEC’s declaration of effectiveness with respect to such Registration Statement or New Registration Statement.

b. Rule 424 Prospectus.

The Company shall, as required by applicable securities regulations, from time to time file (in each case, at the earliest possible date)

with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used

in connection with sales of the Registrable Securities under the Registration Statement. The Company shall file such initial prospectus

covering the Investor’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective

by the SEC. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectus prior to its filing

with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to

comment upon such prospectus within one (1) Business Day from the date the Investor receives the final pre-filing version of such prospectus.

c. Sufficient Number

of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient to cover all of

the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement (a “New Registration

Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth in Section 2(a)) as soon

as practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises, subject to any limits that

may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use it reasonable best efforts to cause such

amendment and/or New Registration Statement to become effective as soon as practicable following the filing thereof. In the event that

any of the Registrable Securities are not included in the Registration Statement, or have not been included in any New Registration Statement

and the Company files any other registration statement under the Securities Act (other than on Form S-4, Form S-8, or with respect to

other employee related plans or rights offerings) (“Other Registration Statement”) then the Company shall include such

remaining Registrable Securities in such Other Registration Statement. The Company agrees that it shall not file any such Other Registration

Statement unless all of the Registrable Securities have been included in such Other Registration Statement or otherwise have been registered

for resale as described above.

d. Offering. If

the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement

filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become

effective and be used for resales by the Investor under Rule 415 at then prevailing market prices (and not fixed prices), or if after

the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff

or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce

the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be

unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until

such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event

of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements

in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have

been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein

or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions

to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed

in this Section 2(d).

3. RELATED OBLIGATIONS.

With respect to the Registration

Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any New Registration Statement,

the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended

method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

a. The Company shall prepare

and file with the SEC such amendments (including post-effective amendments) and supplements to any registration statement and the prospectus

used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities

Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective at all times during the Registration

Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities

of the Company covered by the Registration Statement or any New Registration Statement until such time as all of such Registrable Securities

shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such

registration statement.

b. The Company shall permit

the Investor to review and comment upon the Registration Statement or any New Registration Statement and all amendments and supplements

thereto at least two (2) Business Days prior to their filing with the SEC, and not file any document in a form to which Investor reasonably

objects. The Investor shall use its reasonable best efforts to comment upon the Registration Statement or any New Registration Statement

and any amendments or supplements thereto within two (2) Business Days from the date the Investor receives the final version thereof.

The Company shall furnish to the Investor, without charge any correspondence from the SEC or the staff of the SEC to the Company or its

representatives relating to the Registration Statement or any New Registration Statement

c. Upon request of the Investor,

the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such registration

statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference

and all exhibits, (ii) upon the effectiveness of any registration statement, a copy of the prospectus included in such registration statement

and all amendments and supplements thereto (or such other number of copies as the Investor may reasonably request) and (iii) such other

documents, including copies of any preliminary or final prospectus, as the Investor may reasonably request from time to time in order

to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance of doubt, any filing available to

the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor” hereunder.

d. The Company shall use reasonable

best efforts to (i) register and qualify the Registrable Securities covered by a registration statement under such other securities or

“blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and file in those

jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be

necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain

such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably

necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall

not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not

otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file

a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable

Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any

of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or

its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

e. As promptly as practicable

after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening of any event or existence

of such facts as a result of which the prospectus included in any registration statement, as then in effect, includes an untrue statement

of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light

of the circumstances under which they were made, not misleading, and promptly prepare a supplement or amendment to such registration statement

and/or take any other necessary steps (which, if in accordance with applicable SEC rules and regulations, may consist of a document to

be filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and to be incorporated by reference

in the prospectus) to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor (or

such other number of copies as the Investor may reasonably request). The Company shall also promptly notify the Investor in writing (i)

when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a registration statement or any post-effective

amendment has become effective (notification of such effectiveness shall be delivered to the Investor by email on the same day of such

effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to any registration statement or related

prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a registration

statement would be appropriate.

f. The Company shall use its

reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any registration statement,

or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or suspension

is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Investor of the issuance

of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

g. The Company shall (i) cause

all the Registrable Securities to be listed on each securities exchange on which securities of the same class or series issued by the

Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or

(ii) secure designation and quotation of all the Registrable Securities on the Principal Market (as defined in the Purchase Agreement).

The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.

h. The Company shall cooperate

with the Investor to facilitate the timely preparation and delivery of the Registrable Securities (not bearing any restrictive legend)

either by DWAC, DRS, or in certificated form if DWAC or DRS is unavailable, to be offered pursuant to any registration statement and enable

such Registrable Securities to be in such denominations or amounts as the Investor may reasonably request and registered in such names

as the Investor may request.

i. The Company shall at all

times provide a transfer agent and registrar with respect to its Common Stock.

j. If reasonably requested by

the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective amendment such information as

the Investor believes should be included therein relating to the sale and distribution of Registrable Securities, including, without limitation,

information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other terms

of the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement or post-effective amendment

as soon as practicable upon notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

and (iii) supplement or make amendments to any registration statement.

k. The Company shall use its

reasonable best efforts to cause the Registrable Securities covered by any registration statement to be registered with or approved by

such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

l. Within one (1) Business Day

after any registration statement which includes the Registrable Securities is ordered effective by the SEC, the Company shall deliver,

and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investor)

confirmation that such registration statement has been declared effective by the SEC in the form attached hereto as Exhibit A.

Thereafter, if requested by the Investor at any time, the Company shall require its counsel to deliver to the Investor a written confirmation

whether or not the effectiveness of such registration statement has lapsed at any time for any reason (including, without limitation,

the issuance of a stop order) and whether or not the registration statement is current and available to the Investor for sale of all of

the Registrable Securities.

m. The Company shall take all

other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities pursuant to any registration

statement.

4. OBLIGATIONS OF

THE INVESTOR.

a. The Company shall notify

the Investor in writing of the information the Company reasonably requires from the Investor in connection with any registration statement

hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the

intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of

such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.

b. The Investor agrees to cooperate

with the Company as reasonably requested by the Company in connection with the preparation and filing of any registration statement hereunder.

c. The Investor agrees that,

upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f)

or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any registration

statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus

contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary, the Company shall cause its transfer

agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement

in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to

the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first

sentence of Section 3(e) and for which the Investor has not yet settled.

5. EXPENSES OF REGISTRATION.

All reasonable expenses, other

than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3,

including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements

of counsel for the Company, shall be paid by the Company.

6. INDEMNIFICATION.

a. To the fullest extent permitted

by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person, if any, who controls the Investor,

the members, the directors, officers, partners, employees, agents, representatives of the Investor and each Person, if any, who controls

the Investor within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

(each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges,

costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred

in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing

by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether

or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject

insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon:

(i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement, any New Registration Statement

or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities

or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),

or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein

not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended

or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to

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

therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any

other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale

of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement or (iv) any material violation

by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”).

The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable

legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding

anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim

by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about

the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the

Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely

made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure

to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject

thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the

superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely

made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not

to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice,

used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered

the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or

Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written

consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless

of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the

Investor pursuant to Section 9.

Notwithstanding the foregoing,

the Company’s aggregate liability under this Section 6(a) shall not exceed the aggregate Investment Amount (as defined in the Purchase

Agreement) actually received by the Company under the Purchase Agreement as of the date the applicable Claim arises, except that this

limitation shall not apply to Claims arising from the Company’s fraud, willful misconduct, or gross negligence.

b. Promptly after receipt by

an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any

governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof

is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement

thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly

with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the

indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person

or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if,

in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person

or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified

Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person

shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying

party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person

which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at

all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for

any settlement of any action, claim or proceeding effected without its written consent, provided, however, that the indemnifying party

shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party

or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an

unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all

liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be

subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating

to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable

time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified

Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

c. The indemnification required

by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when

bills are received or Indemnified Damages are incurred

d. The Investor agrees to indemnify

and hold harmless the Company, its officers, directors, employees, and agents from and against any Claims arising out of or based upon

any untrue statement of a material fact contained in the Registration Statement, any New Registration Statement, or any prospectus, or

the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not materially

misleading, in each case to the extent, but only to the extent, that such untrue statement of a material fact or omission to state a material

fact was made in reliance upon and in conformity with written information furnished to the Company by the Investor expressly for use therein.

The Investor’s aggregate liability under this Section shall not exceed the net proceeds received by the Investor from the sale of

Registrable Securities pursuant to the Registration Statement giving rise to such Claim.

e. The indemnity agreements

contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against

the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

7. CONTRIBUTION.

To the extent any indemnification

by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect

to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that:

(i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities

Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and

(ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller

from the sale of such Registrable Securities.

8. REPORTS AND DISCLOSURE

UNDER THE SECURITIES ACTS.

With a view to making available

to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that

may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”),

the Company agrees, at the Company’s sole expense, to:

a. make and keep public information

available, as those terms are understood and defined in Rule 144;

b. file with the SEC in a timely

manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains

subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;

c. furnish to the Investor so

long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with

the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual

or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may

be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration; and

d. take such additional action

as is requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation,

delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s transfer agent as may

be requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect such

sale of securities pursuant to Rule 144.

Each party agrees that damages may be an inadequate

remedy for any breach of the terms and provisions of this Section 8 and that the non-breaching party shall, whether or not it is pursuing

any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions, without having to post any

bond or other security, upon any breach or threatened breach of any such terms or provisions.

9. ASSIGNMENT OF REGISTRATION

RIGHTS.

The Company shall not assign

this Agreement or any rights or obligations hereunder without the prior written consent of the Investor.

10. AMENDMENT OF REGISTRATION

RIGHTS.

No provision of this Agreement

may be amended or waived by the parties from and after the date that is one Business Day immediately preceding the initial filing of the

Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement may be (i) amended

other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument signed by the party

against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise,

or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

11. MISCELLANEOUS.

a. A Person is deemed to be

a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company

receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the

Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.

b. Any notices, consents, waivers

or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have

been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email (provided confirmation of transmission

is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) Business Day after deposit with a

nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for

such communications shall be:

If to the Company, to:

VenHub Global, Inc.

5360 Procyon Street

Las Vegas, NV 89118

Email: shahan@venhub.com

Attention: Shahan Ohanessian, CEO

If to the Investor:

Euphoria Capital

190 Elgin Avenue

George Town, Grandy Cayman

KY1-9008, Cayman Island

Email: matt@pi7capital.com

or at such other address, email address, and/or

to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business

Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver

or other communication, (B) mechanically or electronically generated by the sender’s email account containing the time, date, recipient

email address, as applicable, and an image of the first page of such transmission or (C) provided by a nationally recognized overnight

delivery service, shall be rebuttable evidence of personal service, receipt from a nationally recognized overnight delivery service in

accordance with clause (i), (ii) or (iii) above, respectively.

c. The Company and Investor

shall submit all Claims (as defined in Exhibit C of the Purchase Agreement) (the “Claims”) arising under this Agreement or

any other agreement between the parties and their affiliates or any Claim relating to the relationship of the parties to binding arbitration

pursuant to the arbitration provisions set forth in Exhibit C of the Purchase Agreement (the “Arbitration Provisions”). The

Company and Investor hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the Company and Investor

hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants

that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right

to do so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute

hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary

to the foregoing representations. Company acknowledges and agrees that Investor may rely upon the foregoing representations and covenants

of Company regarding the Arbitration Provisions. This Agreement shall be construed and enforced in accordance with, and all questions

concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the

State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any

other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. The Company and

Investor consent to and expressly agree that the exclusive venue for arbitration of any Claims arising under this Agreement or any other

agreement between the Company and Investor or their respective affiliates (including but not limited to the Transaction Documents (as

defined in the Purchase Agreement)) or any Claim relating to the relationship of the Company and Investor or their respective affiliates

shall be in the State of Nevada. Without modifying the Company’s and Investor’s obligations to resolve disputes hereunder

pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and notwithstanding

the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other agreement between

the Company’s transfer agent and the Company, such litigation specifically includes, without limitation any action between or involving

Company and the Company’s transfer agent or otherwise related to Investor in any way (specifically including, without limitation,

any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer

agent from issuing shares of Common Stock to Investor for any reason)), each party hereto hereby (i) consents to and expressly submits

to the exclusive personal jurisdiction of any state or federal court sitting in the State of Nevada, (ii) expressly submits to the exclusive

venue of any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation,

any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer

agent from issuing shares of Common Stock to Investor for any reason) outside of any state or federal court sitting in the State of Nevada,

and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim,

defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or

proceeding is improper. Notwithstanding anything in the foregoing to the contrary, nothing herein shall limit, or shall be deemed or construed

to limit, the ability of the Investor to realize on any collateral or any other security, or to enforce a judgment or other court ruling

in favor of the Investor, including through a legal action in any court of competent jurisdiction. The Company hereby irrevocably waives,

and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action instituted hereunder,

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

is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper (including but not limited to based

upon forum non conveniens). EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES 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 TRANSACTIONS

CONTEMPLATED HEREBY. The Company irrevocably waives personal service of process and consents to process being served in any suit,

action or proceeding in connection with this Agreement or any other agreement, certificate, instrument or document contemplated hereby

or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company at

the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service

of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner

permitted by law. The prevailing party in any action or dispute brought in connection with this Agreement or any other agreement, certificate,

instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s

fees and costs. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability

shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability

of any provision of this Agreement in any other jurisdiction.

d. This Agreement constitutes

the entire agreement among the parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior agreements

and understandings among the parties hereto with respect to the subject matter hereof.

e. Subject to the requirements

of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties

hereto.

f. The headings in this Agreement

are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

g. This Agreement may be executed

in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This

Agreement, once executed by a party, may be delivered to the other party hereto by e-mail in a “.pdf” format data file of

a copy of this Agreement bearing the signature of the party so delivering this Agreement.

h. Each party shall do and perform,

or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates,

instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this

Agreement and the consummation of the transactions contemplated hereby.

i. The language used in this

Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will

be applied against any party.

j. This Agreement is intended

for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit of, nor may any

provision hereof be enforced by, any other Person.

* * * * * *

IN WITNESS WHEREOF, the

parties have caused this Agreement to be duly executed as of day and year first above written.

THE COMPANY:

VenHub Global, Inc.

By:

Name:

Title:

INVESTOR:

Euphoria Capital

By:

Name:

Title:

[Signature Page to registration rights agreement]

EXHIBIT A

TO REGISTRATION RIGHTS AGREEMENT

FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT

______, 2026

________________

Re: Effectiveness of Registration Statement

Ladies and Gentlemen:

We are counsel to VenHub Global,

Inc., a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Purchase

Agreement, dated as of August [*], 2026 (the “Purchase Agreement”), entered into by and between the Company and Euphoria

Capital (the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of common stock of

the Company, $0.001 par value per share (the “Common Stock”), in an amount up to One Hundred Million Dollars ($100,000,000.00)

(the “Put Shares”), as well as the Commitment Shares (as defined in the Purchase Agreement) in accordance with the terms of

the Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company has registered with the

U.S. Securities & Exchange Commission the following shares of Common Stock:

(1)

__________ Put Shares to be issued to the Investor upon purchase from the Company by the Investor from time to time in accordance with the Purchase Agreement, and Commitment Shares issued to the Investor in accordance with the Purchase Agreement.

Pursuant to the Purchase Agreement,

the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement with the Investor (the “Registration

Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Put Shares and Commitment Shares

under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Company’s obligations

under the Purchase Agreement and the Registration Rights Agreement, on [_____], 2026, the Company filed a Registration Statement (File

No. 333-[_______]) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)

relating to the resale of the Put Shares and Commitment Shares.

In connection with the foregoing,

we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration

Statement effective under the Securities Act at [_____] [A.M./P.M.] on [__________], 2026 and we have no knowledge, after telephonic inquiry

of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that

purpose are pending before, or threatened by, the SEC and the Put Shares and Commitment Shares are available for resale under the Securities

Act pursuant to the Registration Statement and may be issued without any restrictive legend.

Very truly yours,

[Company Counsel]

By:

cc: Euphoria Capital

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VenHub Global, Inc.

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