Exhibit 10.1


 


EXECUTION VERSION


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of November 3, 2021, between HWN, Inc. (f/k/a Spectrum
Global Solutions, Inc., a Delaware corporation (the “Company”), and Dominion Capital LLC, a Connecticut limited liability
company (the “Initial Purchaser” and, including its successors and permitted assigns, the “Purchaser”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Securities Act”), and/or Rule 506 promulgated thereunder, the Company desires to issue and sell
to the Initial Purchaser, and the Initial Purchaser desires to purchase from the Company for cash and other valuable consideration, Securities
of the Company as defined and described more fully in this Agreement.


 


NOW,
THEREFORE, in consideration of the representations, warranties and covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows: 


 


ARTICLE I DEFINITIONS




 


1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth
in this Section 1.1:


 


“Affiliate”
means each Person that controls, is controlled by or is under common control with such Person or any Affiliate of such Person.
For purpose of this definition, “control” and related words are used as such terms are
used in and construed under Rule 405 under the Securities Act. Notwithstanding the foregoing, the Purchaser and its Subsidiaries,
on the one hand, and the Company Parties and their Subsidiaries, on the other hand, shall not be considered “Affiliates”
of each other.


 


“AML/CTF
Regulation” has the meaning ascribed to such term in Section 3.1(kk).


 


“BHCA”
has the meaning ascribed to such term in Section 3.1(gg).


 


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


 


“Business
Day” means any day except Saturdays, Sundays, any day that is a federal holiday in the United States and any day on which the
Federal Reserve Bank of New York is not open for business.


 


“Capital
Lease” means, as applied to any Person, any lease of, or other arrangement conveying the right to use, any property (whether
real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the
balance sheet of that Person.


 


“Capital
Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial,
partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents
(regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.


 


“Closing
Date” means the Trading Day on which, or next following the day on which, all of the Transaction Documents required to be executed
or delivered prior to the Closing have been executed and delivered by the applicable parties thereto and all other conditions precedent
to (i) the Initial Purchaser’s obligations to pay the Subscription Amount and (ii) the Company’s obligations to
deliver the Securities, in each case, have been satisfied or waived.


 


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.2.


 






    
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“Collateral”
means any and all “Collateral” as defined in the Security Agreement or any other Transaction Document granting a Lien
to the Purchaser or any other Purchaser Party, as applicable, together with all property and interests in property and proceeds thereof
now owned or hereafter acquired by any Company Party in or upon which a Lien is granted or purported to be granted pursuant to any Transaction
Document.


 


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


 


“Common
Stock” means the common stock of the Company, par value $0.00001 per share, any Capital Stock into which such shares of common
stock shall have been changed, and any share capital resulting from a reclassification of such common stock. 


 


“Common
Stock Equivalents” means any securities of any Company Party which would entitle the holder thereof to acquire at any time Common
Stock, including whether or not presently convertible, exchangeable or exercisable, 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 purchase, subscribe or otherwise receive, Common Stock. 


 


“Company
Party” means each of the Company and its Subsidiaries.


 


“Company
Covered Person” has the meaning ascribed to such term in Section 3.1(ll). 


 


“Consents”
means any approval, consent, authorization, notice to, or any other action by, any Person other than any Governmental Authority.


 


“Contractual
Obligation” means, with respect to any Person, any provision of any security or similar instrument issued by such Person or
of any agreement, undertaking, contract, lease, indenture, mortgage, deed of trust or other instrument (other than a Transaction Document)
to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.


 


“Control
Agreement” means an agreement in form and substance satisfactory to the Initial Purchaser on the Closing Date, granting “control”
(as defined under the applicable UCC) to the Purchaser over the Collateral described thereunder.


 


“Conversion
Price” has the meaning ascribed to such term in the Note.


 


“Conversion
Shares” has the meaning ascribed to such term in the Note.


 


“Currency
Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement or arrangement. For purposes of this definition, cryptocurrencies shall be considered currencies.


 


“Derivative”
means any Interest Rate Agreement, Currency Agreement, futures or forward contract, spot transaction, commodity swap, purchase or option
agreement, other commodity price hedging arrangement, cap, floor or collar transaction, any credit default or total return swap, any other
derivative instrument, any other similar speculative transaction and any other similar agreement or arrangement designed to alter the
risks of any Person arising from fluctuations in any underlying variable, including interest rates, currency values, insurance, catastrophic
losses, climatic or geological conditions or the price or value of any other derivative instrument. For the purposes of this definition,
“derivative instrument” means “any derivative instrument” as defined in Statement of Financial Accounting Standards
No. 133 (Accounting for Derivative Instruments and Hedging Activities) of the United States Financial Accounting Standards Board, and
any defined with a term similar effect in any successor statement or any supplement to, or replacement of, any such statement.


 


“Disclosure
Certificate” means a certificate disclosing detailed information about the Company Parties and the Collateral in form and substance
satisfactory to the Purchaser on the Closing Date, together with any update on the Collateral or any other information in such certificate
required to be given and given in accordance with any Transaction Document.


 


“Disqualification
Event” has the meaning ascribed to such term in Section 3.1(ll). 


 


“Dollars”
and the sign “$” each mean the lawful money of the United States of America.


 


“Evaluation
Date” has the meaning ascribed to such term in Section 3.1(o).


 


“Event
of Default” means any event constituting an “Event of Default” under and as defined in the Note.


 






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


 


“Exchange
Transaction” has the meaning ascribed to such term in Section 4.11(b).


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, advisors or
independent contractors of the Company Parties; provided, that such issuance is approved by a majority of the board of directors
of the Company; and provided, further that such issuances shall not exceed in the aggregate 5% of the outstanding shares
of Common Stock during any fiscal year without the prior approval of the Purchaser, (b) shares of Common Stock, warrants or options to
advisors or independent contractors of any Company Party for compensatory purposes, (c) securities upon the exercise or exchange of or
conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common
Stock issued and outstanding on the date hereof, provided that such securities have not been amended since the date hereof to increase
the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (d) securities
issuable pursuant to any contractual anti-dilution obligations of the Company in effect as of the date hereof, provided that such obligations
have not been materially amended since the date of hereof, and (e) securities issued pursuant to acquisitions or any other strategic transactions
approved by a majority of the disinterested members of the Board of Directors; provided, that such acquisitions and other strategic
transactions shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or
to an entity whose primary business is investing in securities.


 


“Factoring
Agreement” means that certain factoring agreement, dated as of February 11, 2020, between ADEX Corporation, a New York corporation
and CSNK Working Finance Capital Corp. (“Bay View”), as in effect on the date hereof, together with such amendments,
other modifications, replacements and re-financings, as well as any other agreement, certificate or other document entered into in connection
therewith.


 


“Federal
Reserve” has the meaning ascribed to such term in Section 3.1(gg).


 


“GAAP”
means United States generally accepted accounting principles as in effect from time to time, applied consistently throughout the
periods referenced and consistently with (a) the principles and standards set forth in the opinions and pronouncements of the Financial
Accounting Standards Board or any successor entity, (b) to the extent consistent with such principles, generally accepted industry
practices and (c) to the extent consistent with such principles and practices, the past practices of the Company as reflected in its financial
statements disclosed in SEC Reports.


 


“Governmental
Authority” means any nation, sovereign or government, any state, province, territory or other political subdivision thereof,
any municipality, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing,
judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled,
through stock or capital ownership or otherwise, by any of the foregoing, including any central bank stock exchange regulatory body arbitrator,
public sector entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization
(including the National Association of Insurance Commissioners).


 


“Guaranty
Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person
with respect to any Indebtedness of another Person, if the purpose or intent of such Person in incurring the Guaranty Obligation is to
provide assurance to the holder of such Indebtedness that such Indebtedness will be paid or discharged, that any agreement relating thereto
will be complied with, or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof,
including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of Indebtedness of another Person and (b) any liability
of such Person for Indebtedness of another Person through any agreement (contingent or otherwise) (i) to purchase, repurchase or
otherwise acquire such Indebtedness or any security therefor or to provide funds for the payment or discharge of such Indebtedness (whether
in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency or any balance
sheet item, level of income or financial condition of another Person, (iii) to make take-or-pay or similar payments, if required,
regardless of non-performance by any other party or parties to an agreement, (iv) to purchase, sell or lease (as lessor or lessee)
property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to
assure the holder of such Indebtedness against loss or (v) to supply funds to, or in any other manner invest in, such other Person
(including to pay for property or services irrespective of whether such property is received or such services are rendered), if in the
case of any agreement described under clause (b)(i), (ii), (iii), (iv) or (v) above the primary
purpose or intent thereof is to provide assurance that Indebtedness of another Person will be paid or discharged, that any agreement relating
thereto will be complied with or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect
thereof. The amount of any Guaranty Obligation shall be equal to the amount of the Indebtedness so guaranteed or otherwise supported.


 






    
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“Indebtedness”
means, with respect to any Person, without duplication, the following: (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person for the deferred purchase price of property or services other than accounts payable and accrued liabilities
incurred in respect of property or services purchased in the ordinary course of business (provided, that such accounts payable
and accrued liabilities are not overdue by more than 180 days), (c) all obligations of such Person evidenced by notes, bonds, debentures
or similar borrowing or securities instruments, (d) all obligations of such Person created or arising under any conditional sale or other
title retention agreement with respect to property acquired by such Person, (e) all obligations of such Person as lessee under Capital
Leases, (f) all reimbursements and all other obligations of such Person with respect to (i) letters of credit, bank guarantees or bankers’
acceptances or (ii) surety, customs, reclamation, performance or other similar bonds, (g) all obligations of such Person secured by Liens
on the assets of such Person, (h) all Guaranty Obligations of such Person, (i) all obligations of such Person to purchase, redeem, retire,
defease or otherwise make any payment in respect of any Capital Stock, Stock Equivalent (valued, in the case of redeemable preferred stock,
at the greater of its voluntary liquidation preference and its involuntary liquidation preference plus accrued and unpaid dividends) or
any warrants, rights or options to acquire such Capital Stock, (j) after taking into account the effect of any legally-enforceable
netting Contractual Obligation of such Person, all payments that would be required to be made in respect of any Derivative in the event
of a termination (including an early termination) on the date of determination and (k) all obligations of another Person of the type described
in clauses (a) through (j) secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) a Lien on the assets of such Person (whether or not such Person is otherwise liable for such obligations of such other
Person).


 


“Initial
Principal Amount” has the meaning ascribed to such term in Section 2.1.


 


“Intellectual
Property Rights” means, collectively, all copyrights, patents, trademarks, service marks and trade names all applications for
any of the foregoing, together with: (i) all inventions, processes, production methods, proprietary information, know-how and trade
secrets; (ii) all licenses or user or other agreements granted with respect to any of the foregoing, in each case whether now or
hereafter owned or used; (iii) all customer lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings,
recorded knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance standards,
catalogs, computer and automatic machinery software and programs; (iv) all field repair data, sales data and other information relating
to sales or service of products now or hereafter manufactured; (v) all accounting information and all media in which or on which any information
or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information,
knowledge, records or data; (vi) all applications for any of the foregoing and (vii) all causes of action, claims and warranties, in each
case, now or hereafter owned or acquired in respect of any item listed above.


 


“Intellectual
Property Security Agreement” means each Intellectual Property Security Agreement executed by any Company Party and delivered
to the Company in the form attached to the Security Agreement and otherwise in form and substance satisfactory to the Purchaser.


 


“Interest
Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement or other similar agreement or arrangement.


 


“Legend
Removal Date” has the meaning ascribed to such term in Section 4.1(c).


 


“Liabilities” means
all amounts, indebtedness, obligations, liabilities, covenants and duties of every type and description owing by any Company Party from
time to time to the Purchaser or any other Purchaser Party, whether direct or indirect, joint or several, absolute or contingent, due
or to become due, liquidated or unliquidated, secured or unsecured, now existing or hereafter arising and however created, acquired (regardless
of whether acquired by assignment), whether or not evidenced by any note or other instrument or for the payment of money and whether arising
under Contractual Obligations, Regulations or otherwise, including, without duplication, (i) the principal amount due of the Note, (ii)
all other amounts, fees, interest (including any prepayment premium), commissions, charges, costs, expenses, attorneys’ fees and
disbursements, indemnities, reimbursement of amounts paid and other sums chargeable to the Company under the Note, this Agreement or any
other Transaction Document (including attorneys’ fees) or otherwise arising under any Transaction Document and (iii) all interest
on any item otherwise qualifying as a “Liability” hereunder, whether or not accruing after the filing of any petition in bankruptcy,
or the commencement of any insolvency, reorganization or similar proceeding, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding.


 






    
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“License Agreement”
has the meaning ascribed to such term in Section 3.1(m).


 


“Lien”
means any lien (statutory or other) mortgage, pledge, hypothecation, assignment, security interest, encumbrance, charge, claim, right
of first refusal, preemptive right, restriction on transfer or similar restriction or other security arrangement of any kind or nature
whatsoever, including any conditional sale or other title retention agreement and any capital or financing lease having substantially
the same economic effect as any of the foregoing.


 


“Losses”
means all liabilities, rights, demands, covenants, duties, obligations (including indebtedness, receivables and other contractual obligations),
claims, damages, Proceedings and causes of actions, settlements, judgments, damages, losses (including reductions in yield), debts, responsibilities,
fines, penalties, sanctions, commissions and interest, disbursements, Taxes, interest, charges, costs, fees and expenses (including fees,
charges, and disbursements of financial, legal and other advisors, consultants and professionals and, if applicable, any value-added and
other taxes and charges thereon), in each case of any kind or nature, whether joint or several, whether now existing or hereafter arising
and however acquired and whether or not known, asserted, direct, contingent, liquidated, due, consequential, actual, punitive or treble.


 


“Material
Adverse Effect” means material adverse effect on, or change in, (a) the legality, validity or enforceability of
any portion of any Transaction Document, (b) the operations, assets, business, prospects or condition (financial or otherwise) of
any Company Party, (c) the ability of any Company Party to perform on a timely basis its obligations under any Transaction Document
for any reason whatsoever, whether foreseen or unforeseen, including due to pandemic, acts of a Governmental Authority, interruption of
transportation systems, strikes, terrorist activities, interruptions of supply chains or acts of God, or (d) the Collateral or the perfection
or priority of any Liens granted to any Purchaser Party under any Transaction Document.


 


“Maximum
Rate” has the meaning ascribed to such term in Section 5.12. 


 


“Note”
means the Senior Secured Convertible Promissory Note, in the form attached hereto as Exhibit A and otherwise in form and substance
satisfactory to the Purchaser on the Closing Date, issued by the Company to the Purchaser hereunder and as of the Closing Date.


 


“Notice
of Conversion” has the meaning ascribed to such term in Section 4.5.


 


“OFAC”
has the meaning ascribed to such term in Section 3.1(ee).


 


“Participation
Maximum” has the meaning ascribed to such term in Section 4.13(a). 


 


“Permit”
means, with respect to any Person, any permit, filing, notice, license, approval, variance, exception, permission, concession, grant,
franchise, confirmation, endorsement, waiver, certification, registration, qualification, clearance or other Contractual Obligation or
arrangement with, or authorization by, to or under the authority of, any Governmental Authority or pursuant to any Regulation, or any
other action by any Governmental Authority in each case whether or not having the force of law and affecting or applicable to or binding
upon such Person, its Contractual Obligations or arrangements or other liabilities or any of its property or to which such Person, its
Contractual Obligations or any of its property is or is purported to be subject.


 


“Person”
means an individual, partnership, corporation, incorporated or unincorporated association, limited liability company, limited liability
partnership, joint stock company, land trust, business trust or unincorporated organization, or a government or agency, department or
other subdivision thereof or other entity of any kind.


 






    
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“Pre-Notice”
has the meaning ascribed to such term in Section 4.13(b). 


 


“Proceeding”
against a Person means an action, suit, litigation, arbitration, investigation, complaint, dispute, contest, hearing, inquiry, inquest,
audit, examination or other proceeding threatened or pending against, affecting or purporting to affect such Person or its property, whether
civil, criminal, administrative, investigative or appellate, in law or equity before any arbitrator or Governmental Authority.


 


“Prohibited
Short Sale” has the meaning ascribed to such term in Section 4.12.


 


“Public
Information Failure” has the meaning ascribed to such term in Section 4.3(b).


 


“Public
Information Failure Payments” has the meaning ascribed to such term in Section 4.3(b). 


 


“Purchaser
Party” has the meaning ascribed to such term in Section 4.9.


 


“Registrable Securities”
means, as of any date of determination, (a) all of the Conversion Shares then issued and issuable upon conversion in full of the Note
(assuming on such date the Note is converted in full without regard to any conversion limitations therein), (b) all shares of Common Stock
issued and issuable as interest or principal on the Note assuming all permissible interest and principal payments are made in shares of
Common Stock and the Note is held until maturity, (c) any additional shares of Common Stock then issued and issuable in connection with
any anti-dilution or any remedies provisions in the Note (without giving effect to any limitations on conversion therein); and (d) any
securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect
to the foregoing,


 


“Registration Rights Agreement”
means that certain Registration Rights Agreement required to be delivered pursuant to Section 2.3
of this Agreement, in form attached hereto as Exhibit B and otherwise in form and substance satisfactory to the Purchaser
on the Closing Date.


 


“Regulation”
means, all international, federal, state, provincial and local laws (whether civil or common law or rule of equity and whether U.S. or
non- U.S.), treaties, constitutions, statutes, codes, tariffs, rules, guidelines, regulations, writs, injunctions, orders, judgments,
decrees, ordinances and administrative or judicial precedents or authorities, including, in each case whether or not having the force
of law, the interpretation or administration thereof by any Governmental Authority, all policies, recommendations or guidance of any Governmental
Authority and all administrative orders, directed duties, directives, requirements, requests.


 


“Related
Parties” of any Person means such Person, (i) each Affiliate of such Person, (ii) each Person that, directly
or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, 5% or more of the Capital Stock having
ordinary voting power in the election of directors of such Person or such Affiliate, (iii) each of such Person’s or such Affiliate’s
officers, managers, directors, joint venture partners, partners and employees (and any other Person with a functionally equivalent role
of a Person holding such titles notwithstanding a lack of such title or any other title or classification as a contractor under employment
Regulations), (iv) any lineal descendants, ancestors, spouse or former spouses (as part of a marital dissolution) of any of the foregoing,
(v) any trust or beneficiary of a trust of which any of the foregoing are the sole trustees or for the benefit of any of the foregoing.
Notwithstanding the foregoing, the Purchaser and its Subsidiaries, on the one hand, and the Company
Parties and their Subsidiaries, on the other hand, shall not be considered “Related Parties” of each other.


 


“Required
Filings” means (a) any filing required pursuant to Section 4.3 or 4.14, (b) the notice and/or
application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Conversion Shares
for trading thereon in the time and manner required thereby and (c) the filing of Form D with the Commission and such filings as
are required to be made under applicable state securities laws.


 


“Reserve
Amount” means, as of any date, two and a half (2.5x) times the maximum aggregate number of shares of Common Stock then issued
or potentially issuable in the future pursuant to the Transaction Documents, including any Conversion Shares issuable upon conversion
of the Notes (including any guaranteed interest thereon), ignoring any conversion limits set forth therein, and assuming that the Conversion
Price is at all times on and after the date of determination 100% of the then Conversion Price on the Trading Day immediately prior to
the date of determination, all subject to proportionate adjustment for any reverse stock split or similar reclassification of the
Common Stock. 


 






    
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“Restricted
Payment” means, for any Person, (a) any dividend, stock split or other distribution, direct or indirect (including by way of
spin off, reclassification, corporate rearrangement, scheme of arrangement or similar transaction), on account of, or otherwise to the
holder or holders of, any shares of any class of Capital Stock of such Person now or hereafter outstanding, (b) any redemption, retirement,
sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock
of such Person by such Person or any Affiliate thereof now or hereafter outstanding, and (c) any payment made to retire, or to obtain
the surrender of, any Stock Equivalents now or hereafter outstanding; provided, that, for the avoidance of doubt, (i) a cashless
exercise of an employee stock option in which options are cancelled to the extent needed such that the “in-the-money” value
of the options (i.e. the excess of market price over exercise price) that are cancelled is utilized to pay the exercise price, and applicable
taxes, shall not be a “Restricted Payment” and (ii) a distribution of rights (including rights to receive assets) or
options shall constitute a “Restricted Payment”.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule. 


 


“Sanctioned
Jurisdiction” means, at any time, a country, territory or geographical region that is subject to, the target of, or purported
to be subject to, Sanctions Laws. 


 


“Sanctions
Laws” means all applicable Regulations concerning or relating to economic or financial sanctions, requirements or trade embargoes
imposed, administered or enforced from time to time by OFAC, including the following (together with their implementing regulations, in
each case, as amended from time to time): the International Security and Development Cooperation Act (ISDCA) (22 U.S.C. §23499aa-9
et seq.); the Patriot Act; and the Trading with the Enemy Act (TWEA) (50 U.S.C. §5 et seq.).


 


“Sanctioned
Person” means (a) any Person that is listed in the annex to, or otherwise subject to the provisions of, Executive Order 13224
– Blocking Property and Prohibiting Transactions with Persons Who Commit and Threaten to Commit or Support Terrorism, effective
September 24, 2001; (b) any Person that is named in any Sanctions Laws-related list maintained by OFAC, including the “Specially
Designated National and Blocked Person” list; (c) any Person or individual located, organized or resident or determined to be resident
in a Sanctioned Jurisdiction that is, or whose government is, the target of comprehensive Sanctions Laws; (d) any organization or Person
directly or indirectly owned or controlled by any such Person or Persons described in the foregoing clauses (a) through (c); and (e) any
Person that commits, threatens or conspires to commit or supports “terrorism”," as defined in applicable United States
Regulations.


 


“SEC
Reports” has the meaning ascribed to such term in Section 3.1(f).


 


“Securities”
means the Note and the Conversion Shares. 


 


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


 


“Security Agreement”
means the Security Agreement by and among the Company Parties and the Purchaser, in form attached hereto as Exhibit C, and otherwise
in form and substance satisfactory to the Purchaser.


 


“Shell
Company” means an entity that fits within the definition of “shell company” under Section 12b-2 of the Exchange
Act and Rule 144.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act. 


 


“SPV
Pledge” means all securities owned or which later become owned by Mark Munro that relate to [____]1


 


 






	1	Identify SPAC/Sponsor Group.



 






    
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“Stock
Equivalents” means all securities and/or Indebtedness convertible into or exchangeable for Capital Stock or any other Stock
Equivalent and all warrants, options, scrip rights, calls or commitments of any character
whatsoever, and all other rights or options or other arrangements (including through a conversion or exchange of any other property) to
purchase, subscribe for or acquire, any Capital Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable
or exercisable.


 


“Subscription
Amount” has the meaning ascribed to such term in Section 2.1. 


 


“Subsequent
Financing” has the meaning ascribed to such term in Section 4.13.


 


“Subsequent
Financing Notice” has the meaning ascribed to such term in Section 4.13(b).


 


“Subsidiary”
means (a) any subsidiary of the Company as set forth in, or otherwise required to be set forth in, the SEC Reports, both on or after the
date hereof, and (b) any Person (other than natural persons) the management of which is, directly or indirectly, controlled by, or of
which an aggregate of 50% or more of the outstanding Voting Stock is, at the time, owned or controlled, directly or indirectly, by such
Person or one or more Subsidiaries of such Person.


 


“Taxes”
means any present or future taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges of whatever nature,
including income, receipts, excise, property, sales, use, transfer, license, payroll, withholding, social security and franchise taxes
now or hereafter imposed or levied by the United States or any other Governmental Authority and all interest, penalties, additions to
tax and similar liabilities with respect thereto, but excluding, in the case of the Purchaser, taxes imposed on or measured by the net
income or overall gross receipts of the Purchaser.


 


“Third
Party Exchange Transfer” has the meaning ascribed to such term in Section 4.11(b).


 


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


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; the New York Stock
Exchange; OTC Markets or the OTC Bulletin Board (or any successors to any of the foregoing). 


 


“Transaction
Documents” means this Agreement, the Disclosure Certificate, the Note, the Security Agreement, the Intellectual Property Security
Agreements, the Control Agreements, the Registration Rights Agreement, the SPV Pledge and related documents, the March 2021 Warrants,
and any other documents or agreements executed in connection with the transactions contemplated hereunder. 


 


“Transfer
Agent” means Equiniti and any successor transfer agent for the Company’s Common Stock. 


 


“UCC”
means the Uniform Commercial Code as from time to time in effect in the State of Nevada; provided,
that, in the event that, by reason of mandatory provisions of any applicable Regulation, any of the attachment, perfection or priority
of the Purchaser or any other Purchaser Party’s security interest in any Collateral is governed by the Uniform Commercial Code of
a jurisdiction other than the State of Nevada, “UCC” shall mean the Uniform
Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection
or priority and for purposes of the definitions related to or otherwise used in such provisions.


 


“Variable
Rate Transaction” has the meaning ascribed to such term in Section 4.11(a).


 


“Voting
Stock” means Capital Stock of any Person (i) having ordinary power to vote in the election of any member of the board of directors
or any manager, trustee or other controlling persons of such Person (irrespective of whether, at the time, Capital Stock of any other
class or classes of such entity shall have or might have voting power by reason of the happening of any contingency) and (ii) any Capital
Stock of such Person convertible or exchangeable without restriction at the option of the holder thereof into Capital Stock of such Person
described in clause (i) of this definition.


 






    
	 	-8- 	 

 


     


    

 


ARTICLE II PURCHASE AND SALE




 


2.1
Purchase. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with
the execution and delivery of this Agreement by the parties hereto, the Initial Purchaser will purchase, Two Million Four Hundred Twenty-Five
Thousand ($2,425,000) in subscription amount (the “Subscription Amount”) of a Note, which Subscription Amount shall
correspond to Two Million Five Hundred Thousand ($2,500,000) in initial principal amount (the “Initial Principal Amount”)
of the Note to reflect an original issue discount of three percent (3%). The purchase will be completed in a single tranche as provided
herein.


 


2.2
Closing. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Initial Purchaser
to purchase, at the Closing a Note having a principal amount equal to the Initial Principal Amount. At the Closing, the Initial Purchaser
shall deliver to the Company, via wire transfer to an account designated by the Company, immediately available Dollars equal to the Purchaser’s
Subscription Amount, and the Company shall deliver to the Initial Purchaser its Note, as set forth in Section 2.3(a), and
the Company and the Initial Purchaser shall deliver to each other the other items set forth in Section 2.3 deliverable at
the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4 for Closing, such
Closing shall occur at the offices of Sullivan and Worcester LLC, 1633 Broadway, New York, NY 10019 or such other location as the parties
shall mutually agree, and may by agreement be undertaken remotely by electronic exchange of Closing documentation. Notwithstanding anything
herein to the contrary, if the Closing Date does not occur within 10 Business Days of the date hereof, this Agreement shall terminate
and be null and void.


 


2.3
Deliveries.


 


(a)  
Deliveries to Initial Purchaser. On or prior to the Closing (except as noted), the Company shall deliver or cause to be
delivered to the Initial Purchaser the following, each dated as of the Closing Date and in form and substance satisfactory to the Initial
Purchaser:


 


(i)
this Agreement, duly executed by the Company;


 


(ii)
a final Disclosure Certificate, duly executed by the Company;


 


(iii)
a Note for the Initial Purchaser duly executed by the Company in the Initial Principal Amount, registered in the name of the Initial
Purchaser;


 


(iv)
the Security Agreement, duly executed by the Company Parties;


 


(v)
Control Agreements for each bank account and security account of any Company Party, each duly executed by such Company Party and
the bank or broker where such account is held (subject to de minimis exceptions made by the Initial Purchaser in its sole discretion);


 


(vi)
the Intellectual Property Security Agreements, duly executed by each Company Party having Intellectual Property Rights and covering
collectively all such Intellectual Property Rights (subject to de minimis exceptions made by the Purchaser in its sole discretion);


 


(vii)
the Disclosure Certificate, duly executed by the Company Parties;


 


(viii)
the Registration Rights Agreement, duly executed by the Company;


 


(ix)
all documents related to the SPV Pledge and all securities that are owned by or expected to be owned by the holders of the SPV
Pledge securities;


 


(x)
legal opinions of counsel to the Company (including local counsel as may be requested by the Purchaser) in form and substance acceptable
to the Initial Purchaser;


 


(xi)
an officer’s certificate and compliance certificate from each Company Party, each in form and substance acceptable to the Initial
Purchaser;


 


(xii)
 Common Stock warrants issuable pursuant to provisions of that certain Stock Purchase Agreement, dated March 15, 2021, between
the Purchaser, the other purchasers who are signatories thereto, and Secure Voice Corp.


 


(xiii)
a closing statement, in form and substance acceptable to the Initial Purchaser, and such other opinions, statements, agreements
and other documents as such Initial Purchaser may require.


 






    
	 	-9- 	 

 


     


    

 


(b)
Deliveries to the Company. On or prior to the Closing, the Initial Purchaser shall deliver or cause to be delivered to the
Company, as applicable, the following, each duly executed by the Initial Purchaser and dated as of the Closing Date:


 


(i)
this Agreement;


 


(ii)
the Security Agreement;


 


(iii)
any Control Agreements;


 


(iv)
the Intellectual Property Security Agreements; and


 


(v)
the Registration Rights Agreement.


 


2.4
Closing Conditions.


 


(a)
Conditions to the Company’s Obligations. The obligations of the Company pursuant to Section 2.2 in connection
with the Closing are subject to the satisfaction, or waiver in accordance with this Agreement, of the following conditions on or before
the Closing Date:


 


(i)
the representations and warranties of the Initial Purchaser contained herein shall be true and correct as of the Closing Date (unless
expressly made as of an earlier date herein in which case they shall be accurate as of such date);


 


(ii)
all obligations, covenants and agreements required to be performed by the Initial Purchaser on or prior to the Closing Date (other
than the obligations set forth in Section 2.2 to be performed at the Closing) shall have been performed; and


 


(iii)
the delivery by the Initial Purchaser of the items the Initial Purchaser is required to deliver prior to the Closing Date pursuant
to Section 2.3(b).


 


(b)
Conditions to the Initial Purchaser’s Obligations. The obligations of the Initial Purchaser and pursuant to Section 2.2
in connection with the Closing are subject to the satisfaction, or waiver in accordance with this Agreement, of the following conditions
on or before the Closing Date, both before and after giving effect to the Closing:


 


(i)
the representations and warranties of each Company Party contained in any Transaction Document shall be true and correct as of
the Closing Date (unless expressly made as of an earlier date herein in which case they shall be accurate as of such date);


 


(ii)
all obligations, covenants and agreements required to be performed by any Company Party or any on or prior to the Closing Date
pursuant to any Transaction Document (other than the obligations set forth in Section 2.2 to be performed at the Closing)
shall have been performed;


 


(iii)
the delivery by each Company Party of the items such Company Party is required to deliver on or prior to the Closing Date pursuant
to Section 2.3(a);


 


(iv)
there shall exist no Event of Default and no event which, with the passage of time or the giving of notice, would constitute an
Event of Default;


 


(v)
there shall be no breach of any obligation, covenant or agreement of any Company Party under the Transaction Documents and no existing
event which, with the passage of time or the giving of notice, would constitute such a breach;


 


(vi)
no Material Adverse Effect shall have occurred from the date hereof through the Closing Date;


 






    
	 	-10- 	 

 


     


    

 


(vii)
from the date hereof through the Closing Date, trading in the shares of Common Stock shall not have been suspended by the Commission
or the Company’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported
by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades
are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable
judgment of the Initial Purchaser, and without regard to any factors unique to the Initial Purchaser, makes it impracticable or inadvisable
to purchase the Securities at the Closing;


 


(viii)
the Company meets the current public information requirements under Rule 144 in respect of the Conversion Shares, and any other
Registrable Securities or other shares of Common Stock issuable under the Note; and


 


(ix)
any other conditions contained herein or the other Transaction Documents, including delivery of the items that any Company Party
is required to deliver on or prior to the Closing Date pursuant to Section 2.3.


 


ARTICLE III REPRESENTATIONS AND WARRANTIES




 


3.1
Representations and Warranties of the Company Parties. The Company hereby makes the following representations and warranties
(and, to the extent provided in the Security Agreement or any other Transaction Document, each other Company Party makes the following
representations and warranties as, and to the extent applicable to, such Company Party) to the Purchaser as of the Closing Date as to
each Company Party, each subject to the exceptions set forth in the Disclosure Certificate, which Disclosure Certificates is deemed a
part hereof and qualifies any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section
of the Disclosure Certificates:


 


(a)
Subsidiaries. All of the direct and indirect Subsidiaries of the Company are set forth on the Disclosure Certificate. The
Company owns, directly or indirectly, all of the Capital Stock and Stock Equivalents of each Subsidiary free and clear of any Liens, other
than as set forth in the SEC Reports, and all of the issued and outstanding shares of Capital Stock of each Subsidiary are validly issued
and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.


 


(b)
Organization and Qualification. Each Company Party is a Person having the corporate form listed on the Disclosure Certificate,
duly organized, validly existing and in good standing under the laws of its jurisdiction of organization listed on the Disclosure Certificate
and is duly qualified or licensed to transact business in its jurisdiction of organization, the jurisdiction of its principal place of
business, any other jurisdiction where the Purchaser has filed a UCC financing statement or a mortgage and, except where the failure to
do so would not have a Material Adverse Effect, any other jurisdiction where such qualification is necessary to conduct its business or
own the property it purports to own – and no Proceeding exists or has be instituted or threatened in any such jurisdiction revoking,
limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. Each Company Party has the right,
power and authority to enter into and discharge all of its obligations under each Transaction Document to which it purports to be a party,
each of which constitutes a legal, valid and binding obligation of such Company Party, enforceable against it in accordance with its terms,
subject only to bankruptcy and similar Regulations affecting creditors’ rights generally; and has the power, authority, Permits
and Licenses to own its property and to carry on its business as presently conducted. No Company Party is engaged in the business of extending
credit (which shall not include intercompany credit among the Company Parties) for the purpose of purchasing or carrying margin stock
or any cryptocurrency, token or other blockchain asset.


 






    
	 	-11- 	 

 


     


    

 


(c)
Authorization; Enforcement. The execution, delivery, performance by each Company Party of its obligations, and exercise
by such Company Party of its rights under the Transaction Documents, including, if applicable, the sale of Notes and other securities
under this Agreement, (i) have been duly authorized by all necessary corporate actions of such Company Party, (ii) except for the
Required Filings, do not require any Consents, including any consents required under the terms and conditions of the Factoring Agreement,
or Permits that have not been obtained prior to the date hereof, and each such Permit or Consent is in full force and effect and not subject
of any pending or, to the best of any Company Party’s knowledge, threatened, attack or revocation, (iii) are not and will not be
in conflict with or prohibited or prevented by or create a breach under (A) except for those that do not have a Material Adverse Effect,
any Regulation or Permit, (B) any corporate governance document or resolution or (C) except for those that do not have a Material Adverse
Effect, any Contractual Obligation or provision thereof binding on such Company Party or affecting any property of such Company Party
and (iv) will not result in the imposition of any Lien on the Collateral other than Liens for the benefit of the Purchaser Parties. Upon
execution and delivery thereof, each Transaction Document to which such Company Party purports to be a party shall constitute the legal,
valid and binding obligation of such Company Party, enforceable against such Company Party in accordance with its terms.


 


(d)
Issuance of the Securities. 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 nonassessable, free and clear of all Liens imposed by the Company
other than restrictions on transfer provided for in the Transaction Documents.  The Conversion Shares, when issued in accordance
with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed
by the Company other than restrictions on transfer provided for in the Transaction Documents.  The Company has reserved from
its duly authorized Capital Stock a number of shares of Common Stock for issuance of the Conversion Shares at least equal to the Reserve
Amount on the date hereof or as provided for in Section 4.10(a).


 


(e)  
Capitalization. The capitalization of the Company is as set forth on the Disclosure Certificate, which Disclosure Certificate
also includes the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof.
The Company has not issued any Capital Stock or Stock Equivalent since its most recently filed periodic report under the Exchange Act
except (i) as set forth on the Disclosure Certificate, (ii) for the issuance of shares of Common Stock to employees pursuant to the Company’s
employee stock purchase plans and (iii) 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 as set forth on the Disclosure Certificate. No Person has any
right of first refusal, preemptive right, right of participation, or any similar right to participate in, or triggered by, the transactions
contemplated by the Transaction Documents (including the issuance of the Conversion Shares upon conversion of the Note in accordance with
its terms) as set forth on the Disclosure Certificate. There are no outstanding Stock Equivalents with respect to any shares of Common
Stock, and there are no Contractual Obligations by which the Company or any Subsidiary is or may become bound to issue additional shares
of Common Stock or Common Stock Equivalents except as set forth on the Disclosure Certificate. The issuance and sale of the Securities
will not obligate the Company to issue shares of Common Stock or any other securities to any Person (other than to the Purchaser) and
will not result in a right of any holder of securities issued by any Company Party to adjust the exercise, conversion, exchange or reset
price under any Stock Equivalent, except as set forth on the Disclosure Certificate. All of the outstanding shares of Capital Stock of
the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all securities Regulations,
and no such outstanding share was issued in violation of any preemptive right or similar or other right to subscribe for or purchase securities
or any other existing Contractual Obligation. No further approval or authorization of any stockholder or the Board of Directors, and no
other Permit or Consent, is required for the issuance and sale of the Securities. There are no stockholders’ agreements, voting
agreements or other similar Contractual Obligations with respect to the Company’s Capital Stock or Stock Equivalents to which the
Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders or other equity investors.


 


(f)   
SEC Reports; Financial Statements. 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 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 Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements
of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the
SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with
respect thereto as in effect at the time of filing. Except as disclosed in footnotes to such financial statements, such financial statements
have been prepared in accordance with GAAP and fairly present in all material respects the financial position of the Company and its consolidated
Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to customary and immaterial year-end audit adjustments.


 






    
	 	-12- 	 

 


     


    

 


(g)
Material Adverse Effects; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial
statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof:
(i) there has been no event that has had, or could reasonably be expected to result in, a Material Adverse Effect, (ii) no Company
Party has incurred any Indebtedness or other liability (contingent or otherwise) other than (A) trade payables and accrued expenses
incurred in the ordinary course of business consistent with past practice and (B) liabilities not required by GAAP to be reflected
in the Company’s financial statements and not required to be disclosed in filings made with the Commission, (iii) no Company
Party has altered its fiscal year or accounting methods; (iv) no Company Party has declared or made any Restricted Payment or entered
in any Contractual Obligation to do so, (v) no Company Party has issued any Capital Stock to any officer, director or other Affiliate,
and (vi) there has been no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably
expected to occur or exist with respect to any Company Party, their Subsidiaries or their respective businesses, properties, operations,
assets or financial condition, that would be required to be disclosed by any Company Party under applicable securities Regulations at
the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date
that this representation is made.


 


(h)
Litigation. Except as set forth in the SEC Reports, there is no Proceeding against any Company Party of any Subsidiary of
any Company Party or any current or former officer or director of any Company Party or any Subsidiary of any Company Party in its capacity
as such which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or
the Securities, (ii) involves the Commission or otherwise involves violations of securities Regulations or (iii) could, assuming
an unfavorable result, have or reasonably be expected to result in a Material Adverse Effect, and none of the Company Parties, their Subsidiaries,
or any director or officer of any of them, is or has been the subject of any Proceeding involving a claim of violation of or liability
under securities Regulations or a claim of breach of fiduciary duty. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 


(i)
Labor Relations. There is no (i) no unfair labor practice at any Company Party and there is no unfair labor practice complaint
pending against any Company Party or any Subsidiary of any Company Party or, to their knowledge of any Company Party, threatened against
any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective
bargaining agreement that is so pending against any Company Party or any Subsidiary of any Company Party or to their knowledge threatened
against any of them, (ii) no strike, work stoppage or other labor dispute in existence or to their knowledge threatened involving any
Company Party or any Subsidiary of any Company Party, and (iii) no union representation question existing with respect to the employees
of any Company Party or any Subsidiary of any Company Party, as the case may be, and no union organization activity that is taking place,
except (with respect to any matter specified in clause (i), (ii) or (iii) above, either individually or in the aggregate) such as could
not reasonably likely to have a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member
of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of
its Subsidiaries is a party to a collective bargaining agreement. To the knowledge of the Company, the continued service to the Company
of the executive officers of the Company Parties and their Subsidiaries is not, and is not expected to be, in violation of any material
term of any Contractual Obligation in favor of any third party, and does not subject any Company Party or any Subsidiary of any Company
Party to any Loss with respect to any of the foregoing matters.


 


(j)
Compliance. No Company Party and no Subsidiary thereof, except as set forth in the SEC Reports or as could not have or reasonably
be expected to result in a Material Adverse Effect: (i) is in default under or in violation of (and no event has occurred that has
not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has
any Company Party or any Subsidiary thereof received notice of a claim that it is in default under or that it is in violation of, any
Contractual Obligation (whether or not such default or violation has been waived); (ii) is in violation of any judgment, decree or
order of any Governmental Authority; (iii) is or has been in violation of any Regulation, and to the knowledge of each Company Party,
no Person has made or threatened to make any claim that such a violation exists (including relating to taxes, environmental protection,
occupational health and safety, product quality and safety, employment or labor matters) or (iv) has incurred, or could reasonably
be expected to incur Losses relating to compliance with Regulations (including clean-up costs under environmental Regulations), nor have
any such Losses been threatened.


 






    
	 	-13- 	 

 


     


    

 


(k)
Permits. Each Company Party and its Subsidiaries possess all Permits, each issued by the appropriate Governmental Authority,
that are necessary to conduct their respective businesses as described in the SEC Reports and which failure to possess could reasonably
be expected to result in a Material Adverse Effect and no Company Party nor any Subsidiary thereof has received any notice of proceedings
relating to the revocation or modification of any such Permit.


 


(l)   
Title to Assets. Each Company Party and their Subsidiaries have good and marketable title in fee simple to all real property
owned by them and good title in fee simple to all personal property owned or purported to be owned by any of them that is material to
the business of any Company Party or any Subsidiary of any Company Party, in each case free and clear of all Liens except as set forth
in the SEC Reports and except for (i) Liens that do not materially affect the value of any such property and do not materially interfere
with the use made and proposed to be made of such property by the Company Parties and their Subsidiaries and (ii) Liens for the payment
of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which
is neither delinquent nor subject to penalties. Any real property and facilities held under lease by any Company Party or any Subsidiary
of the Company Parties (and any personal property if such lease is material to the business of any Company Party or any Subsidiary of
any Company Party) are held by them under valid, subsisting and enforceable leases with which the Company Parties and their Subsidiaries
party thereto are in compliance.


 


(m)  
Intellectual Property. Except where the failure to do so would not have a Material Adverse Effect, each Company Party and
each Subsidiary of the Company Parties have, or have rights to use, all Intellectual Property Rights they purport to have or have rights
to use, which, in the aggregate for all such Company Party and such Subsidiary, constitute all Intellectual Property Rights necessary
or required for use in connection with the businesses of the Company Parties and their Subsidiary as presently conducted. No Company Party
and no Subsidiary of any Company Party has received a notice (written or otherwise) that any of the Intellectual Property Rights has expired,
terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement,
and, to the knowledge of each Company Party and its Subsidiaries, no event has occurred that permits, or would permit after notice or
passage of time or both, the revocation, suspension or termination of such rights. No Company Party and no Subsidiary of any Company Party
has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim,
nor has such a claim been threatened or could reasonably be expected to be made, and no Company Party and no Subsidiary of any Company
Party otherwise has any knowledge that any slogan or other advertising device, product, process, method, substance or other Intellectual
Property or goods or services bearing or using any Intellectual Property Right presently contemplated to be sold by or employed by Intellectual
Property Right of any Company Party or any Subsidiary of any Company Party violate or infringe upon the rights of any Person, except as
could not reasonably be expected to have a Material Adverse Effect. To the knowledge of each Company Party and its Subsidiaries, all such
Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property
Rights. Each Company Party and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value
of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. No Company Party and no Subsidiary of any Company Party has any Intellectual Property Right registered,
or subject to pending applications, in the United States Patent and Trademark Office or any similar office or agency in the United States,
any State thereof, any political subdivision thereof or in any other country, other than those set forth on the Disclosure Certificate,
or has granted any licenses with respect thereto other than as set forth on the Disclosure Certificate. The Disclosure Certificate also
sets forth all Contractual Obligations or other arrangements of any Company Party or any Subsidiary of any Company Party as in effect
on the date hereof pursuant to which such Company Party or such Subsidiary has a license or other right to use any Intellectual Property
owned by another Person and the dates of the expiration of such Contractual Obligations or other arrangements (collectively, together
with such Contractual Obligations or other arrangements as may be entered into by any Company Party or any Subsidiary of any Company Party
after the date hereof, the “License Agreements”). All material License Agreements and related rights are in full force
and effect, no default or event of default exists with respect thereto in respect of the obligations of licensor or with respect to any
royalty or other payment obligations of any Company Party or any Subsidiary of any Company Party or any obligation of any Company Party
or any Subsidiary of any Company Party with respect to manufacturing standards, quality control or specifications and each such Company
Party or such Subsidiary is in compliance with the terms thereof in all material respects and no owner, licensor or other party thereto
has sent any notice of termination or its intention to terminate such license or rights.


 






    
	 	-14- 	 

 


     


    

 


(n)
Transactions with Related Parties. Except as set forth in the SEC Reports, no Company Party and no Subsidiary of any Company
Party is a party to any Contractual Obligation or other transaction with any Related Party that is not a Company Party or Subsidiary of
a Company Party, including (a) Investments by any Company Party or any Subsidiary thereof in any such other Related Party or Indebtedness
owing by or to any such other Related Party and (b) transfers, sales, leases, assignments or other acquisitions or dispositions of
any asset, in each case except for (x) transactions in the ordinary course of business on a basis no less favorable to the Company
Parties and their Subsidiaries as would be obtained in a comparable arm’s length transaction with a Person not a Related Party and
(y) salaries and other director or employee or other staff compensation, including expense reimbursements and employee benefits,
of the Company Parties and their Subsidiaries.


 


(o)
Sarbanes-Oxley; Internal Accounting Controls. The Company and its Subsidiaries are in compliance with any and all applicable
requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all related Regulations. The Company
Parties and their Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions
are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets
is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The
Company and its Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the Company and its Subsidiaries and designed such disclosure controls and procedures to ensure that information required
to be disclosed in the reports the Company is required to file or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated
the effectiveness of the disclosure controls and procedures of the Company and its Subsidiaries as of the end of the period covered by
the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented
in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of
the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been
no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected,
or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.


 


(p)
Certain Fees. No brokerage or finder’s fees or commissions or similar fees are or will be payable by any Company Party
or any Subsidiary of any Company Party to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank
or other Person with respect to the transactions contemplated by the Transaction Documents. No Purchaser shall have any obligation with
respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 3.1(p)
that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(q)
Private Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2,
no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchaser as contemplated
hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.


 


(r)
Investment Company. No Company Party and no Subsidiary of any Company Party is, or is an Affiliate of (and, immediately
after receipt of payment for the Securities and before and after giving effect to the use of the proceeds thereof, none will be or be
an Affiliate of), an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Each Company
Party and each Subsidiary of any Company Party shall conduct its business in a manner so that it will not become an “investment
company” subject to registration under the Investment Company Act of 1940, as amended.


 






    
	 	-15- 	 

 


     


    

 


(s)
Registration Rights.  No Person has any right to cause any Company Party or any Subsidiary of any Company Party
to effect the registration under the Securities Act of any securities of any Company Party or any Subsidiary of any Company Party.


 


(t)
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 Commission is contemplating terminating
such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from any Trading 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 Trading 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.


 


(u)
Application of Takeover Protections. The Company and the Board of Directors (or equivalent body) have taken all necessary
action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or other similar anti-takeover provision under the Company’s Certificate of Incorporation (or similar
charter documents) or the laws of its state of incorporation that is or could become applicable as a result of the Purchaser and the Company
fulfilling their obligations or exercising their rights under the Transaction Documents, including as a result of the Company’s
issuance of the Securities and the ownership of the Securities by the Purchaser or any Affiliate of the Purchaser.


 


(v)
MNPI. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
each Company Party confirms that none of the Company Parties, their Affiliates, or agents or counsel or any other Person acting on behalf
of the foregoing has provided the Purchaser, any Purchaser Party or their agents or counsel with any information that it believes constitutes
or might constitute material, non-public information. The Company understands and confirms that the Purchaser will rely on the foregoing
representation in effecting transactions in securities of the Company. Each Company Party acknowledges and agrees that the Purchaser does
not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically
set forth in Section 3.2.


 


(w)  
No Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2,
no Company Party, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities
to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration
of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on
which any of the securities of the Company are listed or designated.


 


(x)
No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the
Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchaser
and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


(y)
Foreign Corrupt Practices. No Company Party and no Related Party of any Company Party, has done any of the following, directly
or indirectly (including through agents, contractors, trustees, representatives and advisors): (i) made contributions or payments
of, or reimbursement for, gifts, entertainment or other expenses, in each case that could reasonably be viewed as unlawful under U.S.
or other Regulations related to foreign or domestic political activity or (ii) made payments to U.S. or other officials, judges,
employees or other staff members of any Governmental Authority or other Persons viewed as government officials under any Regulation or
to any foreign or domestic political parties, elected or union officials or campaigns in order to obtain, retain or direct business or
obtain any improper advantage, and no part of the proceeds of the Notes will be used, directly or indirectly, to fund any such payment;
(iii) failed to disclose fully any contribution or other payment made by any Company Party or any Subsidiary of any Company Party
(or made by any person acting on the behalf of any of the foregoing) which could reasonably be viewed as in violation of U.S. or other
Regulations; or (iv) any other activity in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or any
other Regulation sanctioning or purporting to sanction bribery, corruption and other improper payments.


 






    
	 	-16- 	 

 


     


    

 


(z)
Accountants. The Company’s accounting firm is Sadler, Gibb & Associates, LLC. To the knowledge and belief of the
Company, such accounting firm is a registered public accounting firm as required by the Exchange Act.


 


(aa)
No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably
anticipated by any Company Party to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company
and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability
to perform any of its obligations under any of the Transaction Documents.


 


(bb)
Acknowledgment Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting
solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by the
Purchaser, Purchaser Party or any of their respective representatives or agents in connection with the Transaction Documents and the
transactions contemplated thereby is merely incidental to the Purchaser’s purchase of the Securities. The Company further represents
to the Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely
on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 


(cc)
Regulation M Compliance. The Company has not, and to its knowledge no Company Party, Subsidiary of any Company Party or
no one acting on any of their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold,
bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to
any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses
(ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Securities.


 


(dd)
Stock Option Plans. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly
grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement
of material information regarding the Company or its Subsidiaries or their financial results or prospects.


 


(ee)
Sanctions. No Company Party and no Related Party of any Company Party, directly or indirectly (including through agents,
contractors, trustees, representatives or advisors) (a) is in violation of any Sanctions Law or engages in, or conspire or attempts to
engage in, any transaction evading or avoiding any prohibition in any Sanction Law, (b) is a Sanctioned Person or derive revenues from
investments in, or transactions with Sanctioned Persons, (c) has any assets located in Sanctioned Jurisdictions or (d) deals in, or otherwise
engages in any transactions relating to, any property or interest in property blocked pursuant to any Regulation administered or enforced
by the U.S. Office of Foreign Assets Control (“OFAC”). The Borrower will not use, directly or indirectly, any part
of the proceeds of any Note hereunder to fund, and none of the Borrower or its Related Parties, either directly or indirectly (including
through agents, contractors, trustees, representatives or advisors), are engaged in any operations involving, the financing of any investments
or activities in, or any payments to, a Sanctioned Person.


 


(ff)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within
the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Purchaser’s
request.


 


(gg) Bank
Holding Company Act and Other Limiting Regulations. No Company Party and no Affiliate of any Company Party is subject to the
Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the
Federal Reserve System (the “Federal Reserve”). No Company Party and no Subsidiary or Affiliate of any Company
Party owns or controls, directly or indirectly, individually or in the aggregate, five percent (5%) or more of the outstanding
shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject
to the BHCA and to regulation by the Federal Reserve. No Company Party and no Subsidiary or Affiliate of any Company Party, either
individually or in the aggregate, directly or indirectly, exercise or has the ability to exercise a controlling influence over the
management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. The Company is
not an “investment company” and is not a company “controlled” by an “investment company,” within
the meaning of the Investment Company Act of 1940. The Company is not subject to regulation under the Public Utility Holding Company
Act of 2005, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or to any Regulation or Permit
limiting the Company’s ability to incur indebtedness for borrowed money.


 






    
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(hh)
Promotional Stock Activities. No Company Party, no Subsidiary of any Company Party and none of their officers, directors, managers,
affiliates or agents have engaged in any stock promotional activity that could give rise to a complaint, inquiry, or trading suspension
by the Securities and Exchange Commission alleging (i) a violation of the anti-fraud provisions of the federal securities laws, (ii)
violations of the anti-touting provisions, (iii) improper “gun-jumping; or (iv) promotion without proper disclosure of compensation.


 


(ii)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, the Company Parties (i) have made or filed all United States federal, state and local income and all
foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) have
paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,
reports and declarations and (iii) have set aside on their respective books provision reasonably adequate for the payment of all
material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in
any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company Parties know of no
basis for any such claim.


 


(jj)
Seniority. As of the Closing Date, except for the Indebtedness set forth on the Disclosure Certificate and Indebtedness
having an outstanding principal amount as of the Closing Date not exceeding $50,000, no Indebtedness or other claim against any Company
Party is senior in right of payment to the Notes or the obligations due thereunder or their guaranties, whether with respect to interest
or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior
only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).


 


(kk) AML/CTF
Regulations. The operations of the Company Parties and their Subsidiaries are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970
and other applicable money laundering and counter-terrorism financing Regulations (collectively, the “AML/CTF
Regulations”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving any Company Party or any Subsidiary of any Company Party with respect to any AML/CTF Regulation is pending or,
to the knowledge of any Company Party or any such Subsidiary, threatened.


 


(ll)
Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) of Regulation
D promulgated under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering hereunder, any beneficial owner of twenty percent (20%) or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as such term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale (as each such term is used and understood in Rule 506(d)
of Regulation D under the Securities Act, each a “Company Covered Person”) is subject to any of the "Bad Actor"
disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D under the Securities Act (a “Disqualification Event”),
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D under the Securities Act. The Company has exercised
reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the
extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D promulgated under the Securities Act, and has furnished
to the Purchaser a copy of any disclosures provided thereunder. The Company will notify the Purchaser in writing, prior to the Closing
Date, of (i) any Disqualification Event relating to any Company Covered Person and (ii) any event that would, with the passage of time,
become a Disqualification Event relating to any Company Covered Person.


 


(mm) No
Other Covered Persons.  There is no Person (other than a Company Covered Person) that has been or will be paid (directly or
indirectly) remuneration for solicitation of the Purchaser in connection with the sale of any Securities.


 


(nn)
No Cash Payments. Except as disclosed on the Disclosure Certificate, neither the Company, its officers, or any Affiliates
or agents of the Company have withdrawn or paid cash (not including a check or other similar negotiable instrument) to any vendor in an
aggregate amount that exceeds Five Thousand Dollars ($5,000) for any purpose.


 


(oo)
Subsidiary Rights. Each Company Party has the unrestricted right to vote, and (subject to limitations imposed by applicable law)
to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by any Company Party or any Subsidiary
of any Company Party.


 


(pp)
Shell Company Status. The Company is not presently, and has never been, an issuer identified as a “Shell Company”.


 






    
	 	-18- 	 

 


     


    

 


(qq)
Factoring Agreement. The Company has provided the Initial Purchaser with true, complete and accurate copies of the Factoring
Agreement, as in effect on the date of this Agreement, along with all other documents entered into in connection therewith. The Factoring
Agreement’s only parties or guarantors are ADEX Corporation, a New York corporation. Any subsequent amendments to the Factoring
Agreement that are entered into or proposed to be entered into must be approved by the Purchaser in its sole discretion and in writing
or else such amendments will be void ab initio.


 


(rr)
Full Disclosure. All of the disclosures furnished on behalf of, and all of the representations and warranties made by, any
Company Party in any Transaction Document and all statements contained in the Disclosure Certificate to this Agreement or any certificate
or other document furnished or to be furnished to the Purchaser or any Purchaser Party or their attorneys or advisors pursuant to any
Transaction Document are true and correct and none contains any untrue statement of a material fact, or omits to state a material fact
necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. The press releases
disseminated by the Company Parties during the twelve months preceding the date of this Agreement taken as a whole do not contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made and when made, not misleading.


 


3.2
Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and
as of the Closing Date to the Company as follows (unless as of a specific date therein in which case they shall be accurate as of such
date):


 


(a)
Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance
by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,
limited liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party
has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the
valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by
general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


(b)
Own Account. The Purchaser understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not
with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable
state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the
distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty
not limiting the Purchaser’s right to sell the Securities in compliance with applicable federal and state securities laws). The
Purchaser is acquiring the Securities hereunder in the ordinary course of its business.


 


(c)
Purchaser Status.  At the time the Purchaser was offered or otherwise purchased or acquired the Securities, it
was, and as of the date hereof it is, and on each date on which it converts the Note it will be an “accredited investor” as
defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.


 


(d)
Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an
investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 






    
	 	-19- 	 

 


     


    

 


(e)
General Solicitation. The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or
other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio
or presented at any seminar or any other general solicitation or general advertisement.


 


(f)
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Purchaser
has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, executed any
purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the
Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the
material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,
if the Purchaser is a multi-managed investment vehicle (whereby separate portfolio managers manage separate portions of the Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions
of the Purchaser’s assets), the representation set forth above in this clause (f) shall only apply with respect to the
portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.
Other than to other Persons party to this Agreement, the Purchaser has maintained the confidentiality of all disclosures made to it in
connection with this transaction (including the existence and terms of this transaction).


 


Each Company
Party acknowledges and agrees that the representations and warranties of the Purchaser set forth in Section 3.2 shall
not modify, amend or affect the Purchaser’s right to rely on the representations and warranties of any Company Party contained in
this Agreement or in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transaction contemplated hereby. 


 


ARTICLE IV OTHER AGREEMENTS OF THE PARTIES




 


4.1
Transfer Restrictions.


 


(a)  
The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of
Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Purchaser
or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide
to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, at the Company’s sole
expense in the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does
not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall
agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of the Purchaser under this Agreement.


 


(b)
The Purchaser agrees, severally but not jointly, to the imprinting, for as long as is required by this Section 4.1,
of a legend on all of the Securities in the following form:


 


[NEITHER]
THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [CONVERTIBLE][EXERCISABLE]] HAS NOT [HAVE] BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.  THIS SECURITY [AND
THE SECURITIES ISSUABLE UPON [CONVERSION] [EXERCISE] OF THIS SECURITY]] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH
A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE
501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. 


 






    
	 	-20- 	 

 


     


    

 


The
Company acknowledges and agrees that the Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered
broker-dealer or grant a security interest in some or all of its Securities to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under
the terms of such arrangement, the Purchaser may transfer pledged or secured Securities to the pledgees or secured parties.  Such
a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party
or pledgor shall be required in connection therewith.  Further, no notice shall be required of such pledge.  At the
Company’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities
may reasonably request in connection with a pledge or transfer of the Securities. 


 


(c)
Certificates evidencing the Conversion Shares shall not contain any legend (including the legend set forth in Section 4.1(b)):
(i) while a registration statement covering the resale of such security is effective under the Securities Act; (ii) following any sale
of such Conversion Shares pursuant to Rule 144; (iii) if such Conversion Shares are eligible for sale under Rule 144; or (iv) if such
legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued
by the staff of the Commission). The Company shall upon request of the Purchaser and at the Company’s sole expense cause its counsel
(or at the Purchaser’s option, exercised in its sole discretion, counsel selected by the Purchaser) to issue a legal opinion to
the Transfer Agent promptly after any of the events described in (i)-(iv) in the preceding sentence if required by the Transfer Agent
to effect the removal of any legend (including that described in Section 4.1(b)), with a copy to the Purchaser and its broker.
If all or any portion of the Note is converted at a time when there is an effective registration statement to cover the resale of the
Conversion Shares, or if such Conversion Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then
such Conversion Shares shall be issued free of all legends.  The Company agrees that following such time as such legend is no
longer required under this Section 4.1(c), it will, no later than two (2) Trading Days following the delivery by the Purchaser
to the Company or the Transfer Agent of a certificate representing Conversion Shares issued with a restrictive legend (such second (2nd)
Trading Day, the “Legend Removal Date” of such Securities of such Purchaser), instruct the Transfer Agent to deliver
or cause to be delivered to the Purchaser a certificate representing such shares that is free from all restrictive and other legends.  The
Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer
set forth in this Section 4.1.  Certificates for the Conversion Shares subject to legend removal hereunder shall
be transmitted by the Transfer Agent to the Purchaser by crediting the account of such Purchaser’s prime broker with the Depository
Trust Company System as directed by the Purchaser.


 


(d)
In addition to such Purchaser’s other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated
damages and not as a penalty, $1,000 per Trading Day for each Trading Day after the Legend Removal Date of such Securities of the Purchaser
until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual damages
for the Company’s failure to deliver certificates representing any Securities as required by the Transaction Documents, and the
Purchaser shall have the right to pursue all remedies available to it at law or in equity including a decree of specific performance and/or
injunctive relief.


 


4.2
Acknowledgment of Dilution.  The Company acknowledges that the issuance of the Securities may result in dilution
of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions.  The Company further
acknowledges that its obligations under the Transaction Documents, including its obligation to issue the Conversion Shares pursuant to
the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless
of the effect of any such dilution or any claim the Company may have against the Purchaser and regardless of the dilutive effect that
such issuance may have on the ownership of the other stockholders of the Company.


 






    
	 	-21- 	 

 


     


    

 


4.3
Furnishing of Information; Public Information.


 


(a)
The Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and
to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed
by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements
of the Exchange Act.


 


(b)
At any time during the period commencing from the six (6)-month anniversary of the date hereof and ending at such time that all
of the Securities have been sold or may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise
without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information
requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to the Purchaser’s other available
remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay
in or reduction of its ability to sell its Securities, an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount
of the Purchaser’s Securities on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated
for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and
(b) such time that such public information is no longer required  for the Purchaser to transfer any Registrable Securities pursuant
to Rule 144.  The payments to which the Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein
as “Public Information Failure Payments.”  Public Information Failure Payments shall be paid on the earlier
of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd)
Business Day after the event or failure giving rise to the Public Information Failure Payments is cured.  In the event the Company
fails to make Public Information Failure Payments when required by the preceding sentence, such Public Information Failure Payments
shall bear interest at the rate of 2.0% per month (accruing and due daily and prorated for partial months) until paid in full. Nothing
herein shall limit the Purchaser’s right to pursue actual damages for the Public Information Failure, and the Purchaser shall have
the right to pursue all remedies available to it at law or in equity including a decree of specific performance and/or injunctive relief
and recovery of loss profits.


 


4.4
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect
of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities
in a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated with
the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder
approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent
transaction.


 


4.5
Conversion Procedures.  The form of “Notice of Conversion” (each a “Notice of Conversion”)
included in the Note sets forth the totality of the procedures required of the Purchaser in order to convert the Note.  Without
limiting the preceding sentences, no ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other
type of guarantee or notarization) of any Notice of Conversion form be required in order to convert the Note.  No additional
legal opinion, other information or instructions shall be required of the Purchaser to convert the Note.  The Company shall
honor conversions of the Note, and shall deliver Conversion Shares in accordance with the terms, conditions and time periods set forth
in the Transaction Documents.


 


4.6
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other
Person, that the Purchaser is an “acquiring person” (or similar or equivalent term) under any control share acquisition, business
combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect
or hereafter adopted by the Company, or that the Purchaser could be deemed to trigger the provisions of any such plan or arrangement,
by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchaser.


 


4.7
Material Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated
by the Transaction Documents, each Company Party covenants and agrees that neither it, nor any of its Affiliates, nor any other Person
acting on its behalf, will provide the Purchaser, any Purchaser Party or their respective agents or counsel with any information that
any Company Party believes constitutes material non-public information, unless prior thereto such information is disclosed to the public,
or the Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such information.
There has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction (as each such
term is defined in the Notes) that has not been consummated. The Purchaser has not been provided by any Company Party or any Related Party
of any Company Party any information, that constitutes, or may constitute, material non-public information with respect to any Company
Party. The Company understands and confirms that the Purchaser shall be relying on the foregoing representations, warranties and covenants
in effecting transactions in securities of the Company.


 






    
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4.8
Use of Proceeds. The Company Parties shall use the net proceeds as set forth in the Disclosure Certificate.


 


4.9
Indemnification of Each Purchaser Party. Each Company Party shall, jointly and severally, indemnify against, and hold harmless
from, the Purchaser, its Related Parties, each Person who controls any of them (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and their agents, contractors, trustees, representatives and advisors (each, a “Purchaser
Party”) any and all Losses that any Purchaser Party may suffer or incur as a result of or relating to (a) the administration,
performance or enforcement by the Purchaser of any of the Transaction Documents or consummation of any transaction described therein,
(b) the existence of, perfection of, a Lien upon or the sale or collection of, or any other damage, Loss, failure to return or other realization
upon any collateral, (c) the failure of any Company Party or any of their Related Parties (whether directly or through their agents, contractors,
trustees, representatives and advisors) to observe, perform or discharge any of the covenants or duties under any of the Transaction Documents,
(d) any Proceeding, whether or not any Purchaser Party is a party thereto (including Proceedings instituted by any Governmental Authority
or any holder of any equity interest in, or other direct or indirect investor in, the Company who is not an Affiliate of such Purchaser
Party) with respect to any of the Transaction Documents or the transactions contemplated therein. Additionally, if any Taxes (excluding
Taxes imposed upon or measured solely by the net income of the recipient of any payment made under any Transaction Document, but including
any intangibles tax, stamp tax, recording tax or franchise tax) shall be imposed on any Company Party or Purchaser Party, whether or not
lawfully payable, on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any
of the other Transaction Documents, or the creation or repayment of any of obligations hereunder, by reason of any applicable Regulations
now or hereafter in effect, each Company shall, jointly and severally, pay (or shall promptly reimburse such Purchaser Party for
the payment of) all such Taxes, including any interest, penalties, expenses and other Losses with respect thereto), and will indemnify
and hold the Purchaser Parties harmless from and against all Losses arising therefrom or in connection therewith. The foregoing
indemnities shall not apply to Losses incurred by any Purchaser Party as a result of its own gross negligence or willful misconduct
as determined by a final non-appealable order of a court of competent jurisdiction. Notwithstanding anything to the contrary in any
Transaction Document, the obligations of the Company Parties with respect to each indemnity given by them in this Agreement or any of
the other Transaction Documents in favor of the Purchaser Parties shall survive the payment in full of the Note and the termination of
this Agreement. The indemnification required by this Section 4.9 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 are incurred. The indemnification contained herein
shall be in addition to any cause of action or similar right of any Purchaser Party against any Company Party or others and any liabilities
any Company Party may be subject to pursuant to any Regulation.


 


4.10
Reservation and Listing of Securities.


 


(a)
The Company shall maintain a reserve equal to the Reserve Amount of shares from its duly authorized shares of Common Stock for
issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction
Documents. Upon a reverse stock split or increase in the authorized Common Stock of the Company, the Company will immediately instruct
the Transfer Agent to reserve at least the Reserve Amount after giving effect to such stock split or increase. This reserve amount shall
be updated monthly.


 


(b)
If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 100% of the
Reserve Amount on such date, then the Board of Directors shall amend the Company’s Certificate of Incorporation (or equivalent governing
document) to increase the number of authorized but unissued shares of Common Stock to 100% of the Reserve Amount at such time, as soon
as possible and in any event not later than the 60th day after such date.


 


(c)
The Company shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such
Trading Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Reserve Amount
on the date of such application; (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation
on such Trading Market as soon as possible thereafter; (iii) provide to the Purchaser evidence of such listing or quotation; and (iv) maintain
the listing or quotation of such Common Stock on any date at least equal to the Reserve Amount on such date on such Trading Market or
another Trading Market.


 






    
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4.11
Subsequent Equity Sales.


 


(a)
For so long as the Note remains outstanding, no Company Party shall effect or enter into an agreement to effect any issuance by any Company
Party or any Subsidiary of any Company Party of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving
a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which a Person (i) issues or sells
any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional
shares of common stock (including Common Stock) either (A) at a conversion price, exercise price or exchange rate or other price that
is based upon, and/or varies with, the trading prices of or quotations for the shares of common stock at any time after the initial issuance
of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future
date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or
indirectly related to the business of such Person or the market for the common stock or (ii) enters into any agreement, including
an equity line of credit, whereby such Person may issue securities at a future determined price.


 


(b)
For as long as the Note remains outstanding, no Company Party, no Related Party of any Company Party will, directly or indirectly
(including through agents, contractors, trustees, representatives or advisors): (a) solicit, initiate, encourage or accept any other inquiries,
proposals or offers from any Person relating to any exchange (i) of any security of any Company Party for any other security of any Company
Party, except to the extent consummated pursuant to the terms of Common Stock Equivalents of the Company as in effect as of the date hereof
and disclosed in filings with the Commission prior to the date hereof (without giving effect to any amendment, modification, change or
waiver of any terms thereof occurring on or after the date hereof or not disclosed in a filing by the Company with the Commission prior
to the date hereof) or (ii) of any indebtedness or other securities of, or claim against, any Company Party pursuant to a registration
statement files with the Commission or relying on any exemption under the Securities Act (including Section 3(a)(10) of the Securities
Act (any such transaction described in clauses (i) or (ii), an “Exchange Transaction”); (b) enter into, effect, alter,
amend, announce or recommend to its stockholders any Exchange Transaction with any Person; or (c) participate in any discussions,
conversations, negotiations or other communications with any Person regarding any Exchange Transaction, or furnish to any Person any information
with respect to any Exchange Transaction, or otherwise cooperate in any way, assist or participate in, facilitate or encourage, any effort
or attempt by any Person to seek an Exchange Transaction involving any Company Party. For as long as the Note remains outstanding, no
Company Party and no Related Party of any Company Party, will, either directly or indirectly (including through agents, contractors, trustees,
representatives or advisors), cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person
to effect any acquisition of securities or indebtedness of, or claim against, the Company by such Person from an existing holder of such
securities, indebtedness or claim in connection with a proposed exchange of such securities or indebtedness of, or claim against, the
Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the Securities Act or otherwise) (a “Third Party Exchange Transfer”).
The Company Parties and each of their Related Parties shall immediately cease and cause to be terminated all existing discussions, conversations,
negotiations and other communications with any Persons with respect to any of the foregoing. For all purposes of this Agreement, violations
of the restrictions set forth in this Section 4.11 by any Company Party, or any Subsidiary or Affiliate of any Company Party,
or any officer, employee, director, agent or other representative of any Company Party or any Subsidiary or Affiliates of any Company
Party shall be deemed a direct breach of this Section 4.11 by the Company.


 


(c)
From the date hereof until ninety (90) calendar days after the Closing Date, no Company Party shall, directly or indirectly, issue,
offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option
or right to purchase or other disposition of) any equity security or any equity-linked or related security (including any “equity
security” (as that term is defined under Rule 405 promulgated under the Securities Act), any Common Stock or Common Stock Equivalents,
any debt securities, any preferred stock or any purchase rights) or otherwise amend, modify, waiver or alter any terms of conditions of
any Common Stock Equivalents outstanding as of the date hereof to decrease the exercise, conversion and/or exchange price, as applicable,
thereunder or otherwise increase the aggregate number of shares of Common Stock issuable in connection therewith.


 






    
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(d)
The Purchaser shall be entitled to obtain injunctive relief against any Company Party to preclude any such issuance, which remedy
shall be in addition to any right to collect damages. Notwithstanding the foregoing, this Section 4.11 shall not apply in
respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.


 


(e)
For so long as the Note remains outstanding, if the Company has, on or prior to the date of this Agreement, entered into, or shall
in the future enter into, any agreement with any purchaser or holder of any securities of the Company, by providing such purchaser or
holder with any terms that are more favorable than the terms available to the Purchaser and set out in the Transaction Documents as of
the date hereof, the Company shall notify the Purchaser of such terms in writing on or before the date that is five (5) Banking Days after
the date such agreement with such purchaser or holder is executed or agreed to by the Company, and the Purchaser shall have the right
to elect in writing within thirty (30) days of the receipt of such notice to elect to have such terms apply to such Transaction Documents.


 


4.12
Trading Activities of Purchaser.


 


(a)
Prohibited Short Sales. The Purchaser covenants and agrees that neither it, nor any of its Affiliates acting on its behalf
or pursuant to any understanding with it, will execute (i) any Short Sales of the Common Stock or (ii) any hedging transaction that establishes
a net short position with respect to the Company’s Common Stock, in each case during the period commencing with the execution of
this Agreement and ending on the earlier of the earliest “Maturity Date” of the Purchaser’s Notes (under and as defined
in such Notes) or the full repayment or conversion of the Note; provided, that this provision shall not prohibit any sales made
where a corresponding Notice of Conversion is tendered to the Company and the shares received upon such conversion are used to close out
such sale (a “Prohibited Short Sale”); provided, further, that this provision shall not operate to restrict
the Purchaser’s trading under any prior securities purchase agreement containing contractual rights that explicitly protects such
trading in respect of the previously issued securities.


 


(b)
Acknowledgment Regarding Purchaser’s Other Trading Activities. Anything in this Agreement or elsewhere herein to the
contrary notwithstanding (except for this Section 4.12), it is understood and acknowledged by the Company that (i) the Purchaser
has not been asked by the Company to agree, nor has the Purchaser agreed, to desist from purchasing or selling any securities of the Company
or from entering into Short Sales or Derivatives based on securities issued by the Company or to hold any of the Company’s securities
including, without limitation, the Securities for any specified term, (ii) past or future open market or other transactions by the Purchaser,
specifically including Short Sales or Derivatives, before or after the Closing or the closing of any future private placement transactions,
may negatively impact the market price of the Company’s publicly-traded securities, (iii) the Purchaser, and counter-parties in
Derivatives to which the Purchaser is a party, directly or indirectly, may presently have a “short” position in the shares
of Common Stock and (iv) the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party
in any Derivative. The Company further understands and acknowledges that (y) the Purchaser may engage in hedging activities at various
times during the period that the Securities are outstanding, including, during the periods that the value of the Conversion Shares deliverable
with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders'
equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such
aforementioned hedging activities and Derivatives do not constitute a breach of any of the Transaction Documents.


 


4.13
Right of Participation.


 


(a)
Commencing on the Closing Date and continuing for a period of six (6) months thereafter, upon any issuance by the Company of Common
Stock, Common Stock Equivalents or other Indebtedness or other securities, whether for cash consideration or a combination of units thereof
(a “Subsequent Financing”), the Purchaser shall have the right to participate in such Subsequent Financing in an amount
up to the Subscription Amount (the “Participation Maximum”) on the same terms, conditions and price provided for in
the Subsequent Financing.


 






    
	 	-25- 	 

 


     


    

 


(b)
At least three (3) Trading Days (eight (8) hours in case of a Subsequent Financing structured as a public offering or as an “overnight”
deal or other similar transaction) prior to the closing of a Subsequent Financing, the Company shall deliver to the Purchaser a written
notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if
it wants to review the details of such financing (each additional notice containing such details, a “Subsequent Financing Notice”).
Upon the request of the Purchaser for a Subsequent Financing Notice, and only upon such a request, the Company shall promptly, but no
later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice
shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder
and the Persons through or with whom such Subsequent Financing is proposed to be effected, the Participation Maximum of the Purchaser,
and shall include a term sheet or similar document relating thereto as an attachment.


 


(c)
If the Purchaser desires to participate in such Subsequent Financing, the Purchaser must provide written notice to the Company
within one (1) Trading Day of receipt of the Subsequent Financing Notice (eight (8) hours in the event of a Subsequent Financing structured
as a public offering or as an “overnight” deal or other similar transaction) that the Purchaser is willing to participate
in the Subsequent Financing, the maximum amount for which the Purchaser would be willing to participate if it is allocated to it (up to
the Participation Maximum), and representing and warranting that the Purchaser has such funds ready, willing, and available for investment
on the terms set forth in the Subsequent Financing Notice.


 


(d)
The transaction documents related to any Subsequent Financing shall not include any term or provision whereby the Purchaser shall
be required to agree to any restrictions on trading as to any of the Securities purchased hereunder. In addition, the transaction documents
related to the Subsequent Financing shall not include any requirement to consent to any amendment to or termination of, or grant any waiver,
release or other modification or the like under or in connection with, this Agreement, without the prior written consent of the Purchaser.


 


(e)
Notwithstanding anything to the contrary in this Section 4.13 and unless otherwise agreed to by the Purchaser, the
Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned
or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that
the Purchaser will not be in possession of any material, non-public information, by the fifth (5h) Trading Day following delivery
of the Subsequent Financing Notice. If by such fifth (5th) Trading Day, no public disclosure regarding a transaction with respect
to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser,
such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public
information with respect to the Company or any of its Subsidiaries.


 


(f)
Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an Exempt Issuance or to any issuance
of “Permitted Indebtedness” (as defined under any of the Note).


 


4.14
Securities Laws Disclosure; Publicity. 


 


(a)
8-K Filing. The Company shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto,
with the Commission before 9:30 am New York time on the second Trading Day after the Closing Date in connection with the transactions
contemplated by the Transaction Documents. The Company represents to the Purchaser that, from and after the issuance of such Current Report
on Form 8-K, it shall have publicly disclosed all material, non-public information delivered to the Purchaser or its Related Parties (including
to their agents, contractors, trustees, representatives and advisors) by any Company Party (including through agents, contractors, trustees,
representatives and advisors) in connection with the transactions contemplated by the Transaction Documents.


 






    
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(b)
Financing Statements and Other Periodic Filings. The Company shall timely file (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange
Act and the Company shall meet the current public information requirements of Rule 144(c) under the Securities Act as of the end of the
period in question.


 


(c)
Other Public Disclosures. The Company and the Purchaser shall consult with each other in issuing any other public disclosure
with respect to the transactions contemplated hereby, and neither the Company or nor the Purchaser shall issue any such public disclosure
nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of the Purchaser,
or without the prior consent of the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably
be withheld or delayed, except if such disclosure is reasonably viewed as required by any Regulation, in which case the disclosing party
shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the
Company shall not publicly disclose the name, trademark, service mark, symbol, logo (or any abbreviation, contraction or simulation thereof)
of, or otherwise refer to, the Purchaser (including in any filing with the Commission, regulatory agency or Trading Market, including
the 8-K filing referenced above) without the prior consent of the Purchaser (including in any press release, letterhead, public announcement
or marketing material), except, and then only after consulting with the Purchaser, to the extent required to do so under applicable Regulations
(including as required in any registration statement filed with the Commission). None of the Company Parties and their Affiliates shall
represent that any Company Party or any of its Affiliates, any product or service of the Company Parties or their Affiliates, or any know
how or policy or practice of the Company Parties or their Affiliates has been approved or endorsed by any Purchaser Party.


 


(d)
Credit Report and Other Authorizations. Each Company Party authorizes the Purchaser Parties, their agents and representatives
and any credit reporting agency engaged by any Purchaser Party, to (i) investigate any references given or any other statements or data
obtained from or about the Company Parties for the purpose of the Transaction Documents, (ii) obtain consumer business credit reports
on the Company Parties, (iii) contact personal and business references provided by any Company Parties, at any time now or for so long
as any amounts remains unpaid under the Transaction Documents, and (iv) share information regarding the Company Parties’ performance
under this Agreement with affiliates and unaffiliated third parties.


 


(e)
Credit Inquiries. Each Company Party hereby authorizes the Purchaser (but it shall have no obligation) to respond to usual
and customary credit inquiries from third parties concerning any Company Party.


 


4.15
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of the Purchaser. The Company shall take such action as the Company shall reasonably
determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at the Closing under
applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly
upon request of the Purchaser.


 


4.16
Shares of Common Stock.


 


(a)
DWAC. The Company shall ensure that its shares of Common Stock are and remain eligible for the “Deposit and Withdrawal
at Custodian” (DWAC) service of the Deposit Trust Corporation and not subject to any restriction or limitation imposed by or on
behalf of the Deposit Trust Corporation on any of its services or any other restriction or limitation on the use of the services provided
by the Deposit Trust Corporation (DTC chill).


 






    
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(b)
Freely Tradeable. The Company shall ensure that the Conversion Shares constitute “freely tradeable” shares.
For the purposes of this Section 4.17(b), such shares shall be deemed “freely tradeable” if such shares
are eligible for resale pursuant to (i) Rule 144 (provided the Company is compliant with its current public information requirements)
promulgated by the Commission pursuant to the Securities Act or such shares are the subject of a then effective registration statement
or (ii) an effective “shelf” or resale registration statement under the Securities Act, in customary form, is effective under
the Securities Act, registering the resale of such Conversion Shares by such security holder and names such holder as a selling security
holder thereunder, and such registration statement is reasonably acceptable such holder.


 


(c)
Trading Markets. The shares of Common Stock are trading, and the Company believes in good faith that they shall continue
to trade uninterrupted, on any Trading Market (subject to any volume restrictions set forth in the Note). All of the shares issuable pursuant
to the Transaction Documents (including the Conversion Shares) are listed or quoted for trading, and the Company shall use its best efforts
to ensure that such shares continue to be listed or quoted for trading interrupted, on any Trading Market.


 


4.17 Bay
View or Successor Lender. Provided the Company has complied with the provisions of Section 3.1(qq) and the Purchaser has given
its written approval, the Company may provide Bay View or any successor thereto approved by the Purchaser with the right to receive
lien on assets to be determined in the sole discretion of the Purchaser. 


 


ARTICLE V MISCELLANEOUS




 


5.1
Termination and Survival. This Agreement may be terminated by the Purchaser, if the Closing has not occurred on or before
November 8, 2021. Termination of this Agreement will not affect the right of any party to sue for any breach by any other party (or parties)
prior to such termination. The representations and warranties, covenants and other provisions hereof shall survive the Closing and the
delivery of the Securities. Notwithstanding any termination of any Transaction Document, the reimbursement and indemnities to which the
Purchaser Parties are entitled under the provisions of any Transaction Document shall continue in full force and effect and shall protect
the Purchaser Parties against events arising after such termination as well as before.


 


5.2
Fees and Expenses. Whether or not the transactions contemplated hereby shall be consummated or any Securities shall be purchased,
the Company agrees to pay promptly to each Purchaser Party, or reimburse each Purchaser Party for, the following:


 


(a)
all the actual and reasonable costs, fees and expenses of negotiation, preparation, execution and closing of the Transaction Documents
and the purchase and sale of the Securities in connection therewith and the consummation of the other transactions contemplated hereby
to be consummated on or about the Closing Date, including the reasonable fees, expenses and disbursements of counsel to such Purchaser
Party in connection therewith; provided, that such reimbursement obligation shall not exceed $50,000;


 


(b)
all the costs, fees and expenses of preparation, printing and distribution of any registration statement for the Securities or
of the Transfer Agent (including any fees required for same-day processing of any instruction letter delivered by the Company and any
conversion notice delivered by any Purchaser Party) and all other costs and expenses (including stamp taxes and other taxes and duties
levied) incurred in connection with the delivery to or conversion by, the Purchaser of any Securities or the Conversion Shares;


 






    
	 	-28- 	 

 


     


    

 


(c)
all the actual and reasonable costs, fees and expenses of creating and perfecting Liens in favor of such Purchaser Party, pursuant
to any Transaction Document, including costs associated with any Intellectual Property Security Agreement or Control Agreement, UCC fees,
other filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable
fees, expenses and disbursements of counsel to such Purchaser Party;


 


(d)
all the actual and reasonable costs, fees and expenses of administration of the Transaction Documents and preparation, execution
and closing of any consents, amendments, waivers or other modifications thereto, including the reasonable fees, expenses and disbursements
of counsel to such Purchaser Party in connection therewith and in connection with any other documents or matters requested by such Company
Party (including through agents, contractors, trustees, representatives and advisors) or otherwise prepared or delivered in connection
with any Transaction Document;


 


(e)
all the actual and reasonable costs, fees, expenses and disbursements of any auditors, accountants, consultants or appraisers used
in connection with the Transaction Documents;


 


(f)
all the actual and reasonable costs, fees and expenses (including the reasonable fees, expenses and disbursements of any appraisers,
consultants, advisors and agents employed or retained by such Purchaser Party and its counsel) in connection with the inspection, verification,
custody or preservation of any collateral, to the extent required or permitted under any Transaction Document; and


 


(g)
all costs, fees and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel) and costs
of settlement, incurred by the Purchaser in enforcing any obligation owed hereunder of or in collecting any payments due from any Company
Party hereunder or under the other Transaction Documents (including in connection with the sale of, collection from, or other realization
upon any collateral or the enforcement of any guaranty) or in connection with any negotiations, reviews, refinancing or restructuring
of the credit arrangements provided hereunder, including in the nature of a “work out” or pursuant to any insolvency or bankruptcy
cases or proceedings.


 


The
foregoing shall be in addition to, and shall not be construed to limit, any other provisions of the Transaction Documents regarding indemnification
and costs and expenses to be paid by the Company Parties.


 


5.3
Modifications and Signatures. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise
of any such right. Any modification effected in accordance with accordance with this Section 5.3 shall be binding upon the
Purchaser and holder of Securities and the Company.


 


(a)
Entire Agreement. This Agreement and the other Transaction Documents contain and constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede all prior negotiations, agreements, and understandings, whether written
or oral, of the parties hereto, which the parties acknowledge have been merged into such documents.


 


(b)
Amendments. No amendment, modification or termination of any provision of this Agreement or any other Transaction Document
shall be effective without the written consent of the Company and the Purchaser. No waiver or consent shall be effective against any party
unless given in writing and then any such waiver shall then be effective only in the specific instance and for the specific purpose for
which it was given.


 


(c)
Successors and Assigns. This Agreement shall bind and inure solely to the benefit of the Company Parties, the Purchaser
Parties, and their respective successors and, if permitted, assigns; provided, that the Company Parties may not assign this Agreement
or any other Transaction Document or any rights or obligations hereunder or thereunder without the Purchaser’s prior written consent
and any prohibited assignment shall be absolutely void. Unless otherwise expressly provided in any Transaction Document, the Purchaser
may sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, or any right or remedy under,
the Securities and the Transaction Documents without the consent of the Company Parties; provided, that any transferee of the Securities
shall agree in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply
to the “Purchaser” (and any attempt to effect such transfer without securing such agreement shall be null and void).


 






    
	 	-29- 	 

 


     


    

 


(d)
No Waiver by Course of Dealing. No notice to or demand on any Company Party, whether or not in any Proceeding, pursuant
to any Transaction Document shall entitle any Company Party to any other or further notice (except as specifically required hereunder
or under any other Transaction Document) or demand in similar or other circumstances. The failure by any Purchaser Party at any time or
times to require strict performance by any Company Party of any provision of this Agreement or any of the other Transaction Documents
or the granting of any waiver or indulgence shall not waive, affect or otherwise diminish any right of any Purchaser Party thereafter
to demand strict compliance and performance with such provision, shall not affect or be a waiver under any other provision of any Transaction
Document except as specifically mentioned and shall not constitute a course of dealing by such Purchaser Party at variance with the terms
of this Agreement or any other Transaction Document (and therefore, among other things, shall not require further notice by such Purchaser
Party of its intent to require strict adherence to the terms of such Transaction Document in the future). Any such actions shall not in
any way affect the ability of each Purchaser Party, in its discretion, to exercise any rights available to it under this Agreement, the
other Transaction Documents or under applicable Regulations.


 


(e)
Execution in Counterparts. This Agreement may be executed in counterparts and by different parties on separate counterparts,
each of which, when executed and delivered, shall be deemed to be an original, and both of which, when taken together, shall constitute
but one and the same Agreement. In proving this Agreement in any judicial proceedings, it shall not be necessary to produce or account
for more than one such counterpart signed by the party against whom such enforcement is sought.


 


(f)
Electronic Signatures. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties
included in this Agreement or any other Transaction Document are intended to authenticate this writing and to have the same force and
effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with
a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.
Each party expressly agrees that this Agreement and all other Transaction Documents are “transferable records” as defined
in applicable Regulations relating to electronic transaction and that it may be created, authenticated, stored, transmitted and transferred
in a manner consistent with and permitted by such applicable Regulations.


 


5.4
Notices.


 


(a)
All notices, requests, demands, and other communications to either party hereto or given under any Transaction Document shall be
in writing (including electronic mail transmission or similar writing) and shall be given to such party at the physical address or sent
to the electronic mailing address set forth on the signature pages to this Agreement or at such other physical address or electronic mailing
address as such party may hereafter specify for the purpose of notice to the Purchaser and the Company in accordance with the provisions
of this Section 5.4.


 


(b)
Each such notice, request or other communication shall be effective (i) if given by mail, three (3) Trading Days after such communication
is deposited in the U.S. Mail with first class postage pre-paid, addressed to the noticed party at the address specified herein, (ii)
if by nationally recognized overnight courier, when delivered with receipt acknowledged in writing by the noticed party, (iii) if given
by personal delivery, when duly delivered with receipt acknowledged in writing by the noticed party or (iv) if given by electronic mail,
when delivered (receipt by the sender of a receipt using the “return receipt” function or receipt of a reply email being presumptive
evidence of receipt thereof); provided, that if such electronic mail is not sent prior to the last trading hour of the principal
Trading Market of the Securities on a Trading Day, such electronic mail shall be deemed to have been sent at the opening of trading on
the next Trading Day for such principal Trading Market. Any written notice, request or demand that is not sent in conformity with the
provisions hereof shall nevertheless be effective on the date that such notice, request or demand is actually received by the individual
to whose attention at the noticed party such notice, request or demand is required to be sent.


 


5.5
Set-Off. In addition to any rights now or hereafter granted under applicable Regulations and not by way of limitation of
any such rights, each Purchaser Party is hereby authorized by the Company Parties at any time or from time to time, without notice or
demand to any Company Party or to any other Person, any such notice or demand being hereby expressly waived, to set off and to appropriate
and to apply any and all deposits (general or special, time or demand, provisional or final, including indebtedness evidenced by certificates
of deposit, whether matured or unmatured, but not including trust accounts) and any other indebtedness or other amounts at any time held
or owing by such Company Party to or for the credit or the account of any Company Party or any of their Related Parties against and on
account of any amounts due by any Company Party or any of their Related Parties to any Purchaser Party under any Transaction Documents
(including from the Purchase Price to be disbursed hereunder), irrespective of whether or not (a) such Purchaser Party shall have made
any demand hereunder or (b) the principal of or the interest on the Notes or any other Obligation shall have become due and payable
and although such obligations and liabilities, or any of them, may be contingent or unmatured. If, as a result of such set off, appropriate
or application, such Purchaser Party receives more than it is owed under any Transaction Document, it shall hold such amounts in trust
for the other Purchaser Parties and transfer such amounts to the other Purchaser Parties ratably according to the amounts they are owed
on the date of receipt.


 






    
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5.6
Governing Law. 


 


(a)
Except as otherwise expressly provided in any other Transaction Document, this Agreement, the other Transaction Documents and
all claims, Proceedings and matters arising hereunder or thereunder or related hereto or thereto are governed by, and construed and enforced
in accordance with, the laws of the State of Nevada, without regard to the principles of conflicts of law thereof. 


 


(b)
The Parties agree that Any Proceeding with respect to any Transaction Document may be brought exclusively in the Nevada courts
sitting in Clark County, Nevada or the federal courts of the United States of America for the District sitting in Clark
County, Nevada. Each Company Party (i) accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive
jurisdiction of such courts, (ii) irrevocably waives any objection, including any objection to the laying of venue, based on the grounds
of forum non conveniens or that such jurisdiction is improper or otherwise that such party is not subject to the jurisdiction of
such courts, that it may now or hereafter have to the bringing of any Proceeding in those jurisdictions, (iii) irrevocably consents to
the service of process of any court referred to above in any Proceeding by the mailing of copies of the process to the parties hereto
as provided in Section 5.4 and (iv) agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by law. Service effected as provided in this manner will
become effective ten (10) calendar days after the mailing of the process. Notwithstanding the foregoing, nothing contained in any Transaction
Document shall affect the right of any Purchaser Party to serve process in any other manner permitted by applicable Regulations or commence
Proceedings or otherwise proceed against any Company Party in any other jurisdiction.


 


5.7
Severability. Any provision of any Transaction Document being held illegal, invalid or unenforceable in any jurisdiction
shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of any Transaction Document
or any part of such provision in any other jurisdiction, so long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner adverse to any party. In addition, upon any determination that any such term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto will negotiate in good faith to modify the relevant Transaction Document so
as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated
hereby are fulfilled to the extent possible.


 


5.8
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar
provisions of) any of the other Transaction Documents, whenever the Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then the Purchaser may rescind
or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole
or in part without prejudice to its future actions and rights; provided, that in the case of a rescission of a conversion of the
Note, the Purchaser shall be required to return any shares of Common Stock subject to any such rescinded conversion notice.


 


5.9
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.


 


5.10
Remedies. 


 


(a)
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may
not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby
agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would
be adequate.


 


(b)
If any Company Party shall fail to discharge any covenant, duty or obligation hereunder or under any of the other Transaction Documents,
the Purchaser may, in its discretion at any time, for the account and at the expense of the Company Parties jointly and severally, pay
any amount or do any act required of such Company Party hereunder or under any of the other Transaction Documents or otherwise lawfully
requested by the Purchaser (including buying-in Securities in the principal Trading Market of the Securities in case of failure by the
Company to deliver Convertible Securities). All costs and expenses incurred by the Purchaser in connection with the taking of any such
action shall be reimbursed to the Purchaser by the Company Party on demand with interest at the highest interest rate applicable to amounts
due under the Note of the Purchaser from the date such payment is made or such costs or expenses are incurred to the date of payment thereof.
Any payment made or other action taken by the Purchaser under this clause (b) shall be without prejudice to any right to assert,
and without waiver of, any breach of any Transaction Document and without prejudice to any Purchaser Party’s right to proceed thereafter
as provided herein or in any of the other Transaction Documents.


 






    
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(c)
The remedies provided in this Agreement and all other Transaction Documents shall be cumulative and in addition to all other remedies
available under any Transaction Document, whether at law or in equity (including a decree of specific performance and/or other injunctive
relief).


 


(d)
Nothing in any Transaction Document shall limit the Purchaser Party’s rights to pursue actual and consequential damages for
any failure by any Company Party to comply with the terms of this Agreement or any other Transaction Document. 


 


(e)
An Event of Default will cause irreparable harm to the Purchaser and that the remedy at law for any such breach may be inadequate.
Therefore, in the event of any such Event of Default, the Purchaser shall be entitled, in addition to all other available remedies, to
an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any
bond or other security being required.


 


5.11
Marshaling; Payment Set Aside. No Purchaser Party shall be under any obligation to marshal any property in favor of any
Company Party or any other party or against or in payment of any amount due under any Transaction Document. To the extent that any Company
Party makes a payment or payments to the Purchaser pursuant to any Transaction Document or any Purchaser Party enforces or exercises its
rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise
restored to any Company Party, a trustee, receiver or any other Person under any law (including any bankruptcy law, state or federal law,
common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended
to be satisfied, and all Liens, rights and remedies therefor, 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.


 


5.12
Usury. To the extent it may lawfully do so, each Company Party hereby agrees not to insist upon or plead or in any manner
whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted,
now or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by the Purchaser in order
to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction
Document, it is expressly agreed and provided that the total liability of each Company Party under the Transaction Documents for payments
in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”)
and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with
any other sums in the nature of interest that any Company Party may be obligated to pay under the Transaction Documents exceed such Maximum
Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased
or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed
by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application
is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by any Company Party
to any Purchaser Party with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by such Purchaser
Party to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be
at such Purchaser’s election.


 


5.13
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the
Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and
other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages
or other amounts are due and payable shall have been canceled.


 


5.14
Further Assurances. The Company Parties agree to take such further actions as the Purchaser shall reasonably request from
time to time in connection herewith to evidence, give effect to or carry out this Agreement and the other Transaction Documents and any
of the transactions contemplated hereby or thereby.


 






    
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5.15
Interpretation. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity
to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of any Transaction Document. In addition, each and every reference
to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. Except
as otherwise expressly provided in any Transaction Document, if the last or appointed day for the taking of any action or the expiration
of any right required or granted under any Transaction Document shall not be a Business Day, then such action may be taken or such right
may be exercised on the next succeeding Business Day. As used in any Transaction Document, references to the singular will include the
plural and vice versa and references to the masculine gender will include the feminine and neuter genders and vice versa, as appropriate.
When used in any Transaction Document, unless otherwise expressly provided in such Transaction Document, (a) the words “hereof,”
“herein” and “hereunder” and words of similar import refer to such Transaction Document as a whole
and not to any particular provision of such Transaction Document, (b) recital, article, section, subsection, schedule and exhibit references
are references with respect to such Transaction Document unless otherwise specified, (c) any reference to any agreement shall include
a reference to all recitals, appendices, exhibits and schedules to such agreement and, unless the prior written consent of any party is
required hereunder and is not obtained, shall be a reference to such agreement as waived, amended, restated, supplemented or otherwise
modified and (d) any reference to a specific Regulation shall be to such Regulation, as modified from time to time, together with
any successor or replacement Regulation, in each case as in effect at the time of determination. Unless the context otherwise requires,
when used in any Transaction Document, the following terms have the following meaning: (u) “execution,” “signed,”
“signature” and words of like import shall be deemed to include electronic signatures and the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use
of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Regulation, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other
similar state Regulation based on the Uniform Electronic Transactions Act, (v) “incur” means incur, create, make, issue,
assume or otherwise become or remain directly or indirectly liable in respect of or responsible for, in each case whether directly or
indirectly, as primary obligor or guarantor or endorser, and the terms “incurrence” and “incurred”
and similar derivatives shall have correlative meanings, (w) “knowledge” of the any Company Party means the best knowledge
of any officer, director or employee of such Company Party after due inquiry, (x) “including” means “including,
without limitation,” (y) “asset” and “property” have the same meaning and mean, “collectively,
all rights and interests in tangible and intangible assets and properties, whether real, personal or mixed and including cash, capital
stock, revenues, accounts, leasehold interests, contract rights and other rights under Permits and Contractual Obligations” and
(z) “documents” and “documentation” have the same meaning and mean “collectively, all
documents, drafts, instruments, agreements, indentures, certificates, forms, opinions, powers of attorney, notices, summons, reports,
financial statements and other writings, however evidenced, whether in physical or electronic form.” The headings in this Agreement
are included for convenience of reference only and will not affect in any way the meaning or interpretation of this Agreement. All references
in this Agreement or any other Transaction Document to statutes and regulations shall include all amendments of same and implementing
regulations and any successor statutes and regulations; to any instrument or agreement (including any of the Transaction Documents) shall
include any and all modifications and supplements thereto and any and all restatements, extensions or renewals thereof to the extent such
modifications, supplements, restatements, extensions or renewals of any such documents are permitted by the terms hereof and thereof.
An Event of Default shall be deemed to exist at all times during the period commencing on the date that such Event of Default occurs to
the date on which such Event of Default is waived in writing pursuant to the Note or, with respect to any Default, is cured within any
period of cure expressly provided in the Note. Whenever in any provision of any Transaction Document, the Purchaser is authorized to take
or decline to take any action (including making any determination) in the exercise of its “discretion,” such provision
shall be understood to mean that the Purchaser may take or refrain to take such action in its sole discretion. References to times of
the day in any Transaction Document shall refer to Eastern Time. In the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including,” the words “to” and “until”
each mean “to but excluding” and the word “through” means “to and including.” Time is of the
essence of this Agreement and the other Transaction Documents. No provision of this Agreement or any of the other Transaction Documents
shall be construed against or interpreted to the disadvantage of any party hereto by any Governmental Authority by reason of such party
having or being deemed to have structured, drafted or dictated such provision. “month” (but not “calendar month”)
means each period from a date of determination to the day (including the Closing Date itself) in the next calendar month numerically-corresponding
to such date (provided, that, if such calendar month does not have any such numerically-corresponding day, such numerically-corresponding
day shall be deemed to be the last day of such calendar month).


 






    
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5.16
Waiver of Jury Trial and Certain Other Rights.


 


(a)
The parties hereto hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable Regulations,
any right that they may have to trial by jury of any claim or cause of action or in any Proceeding, directly or indirectly based upon
or arising out of this Agreement or any Transaction Document (whether based on contract, tort or any other theory). Each party (a) certifies
that no representative, agent, or attorney of any other party has represented, expressly or otherwise, that such other parties would not,
in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties have been induced
to enter into this Agreement and the other Transaction Documents by, among other things, the mutual waivers and certifications in this
section.


 


(b)
Each Company Party acknowledges and agrees that the foregoing waivers are a material inducement to the Purchaser to enter into
and accept this Agreement. Each Company Party has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily
waived its jury trial rights following consultation with such legal counsel. In the event of litigation, this Agreement may be filed as
a written consent to a trial by the court. This Section 5.16 shall not restrict a party from exercising remedies under the UCC
or from exercising pre-judgment remedies under applicable Regulations.


 


[Signature
Pages Follow]


 




    
	 	-34- 	 

 


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly execute`d by their respective authorized
signatories as of the date first indicated above. 


 


	HWN, INC. (f/k/a Spectrum Global Solutions, Inc.)	 	Address for Notice: 


	 	 	 
	 	 	 
	By:	 	 	Fax:	 
	 	Name:	 	Email:	 
	 	Title:	 	 



 


[Signature
Page for Purchaser Follows]


 






    
	 	-35- 	 

 


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above. 


 


	Name of Purchaser:	DOMINION CAPITAL LLC 
	 	 
	 	By: 	Dominion Capital Holdings, LLC, its Manager
	 	 	 
	Signature of Authorized Signatory of Purchaser:	By: 	 
	 	Name:	Mikhail Gurevich
	 	Title:	Managing Member
	Address for Notices to Purchaser: 	 	 



 


	 	 	 
	Email:	 	 
	EIN Number: 	 	 	 



 




    
	 	SECURITIES PURCHASE AGREEMENT BETWEEN HWN, INC. AND DOMINION CAPITAL LLC
	 

 


    


    

 


EXHIBIT
A


 


FORM OF
NOTE


 


Attached


 






    
	 	SECURITIES PURCHASE AGREEMENT BETWEEN HWN, INC. AND DOMINION CAPITAL LLC
	 

 


    


    

 


EXHIBIT
B


 


FORM OF
REGISTRATION RIGHTS AGREEMENT


 


Attached


 




    
	 	SECURITIES PURCHASE AGREEMENT BETWEEN HWN, INC. AND DOMINION CAPITAL LLC
	 

 


    


    

 


EXHIBIT
C


 


FORM OF
SECURITY AGREEMENT


 


Attached


 


 





		SECURITIES PURCHASE AGREEMENT BETWEEN HWN, INC. AND DOMINION CAPITAL
LLC