Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase Agreement
(this “Agreement”) is dated as November 18, 2021, between Gaming Technologies, Inc., a Delaware corporation whose principal
place of business is located at Two Summerlin, Las Vegas, NV 89135 (the “Company”) and the Purchaser identified on the signature
pages hereto (including their successors and 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 Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desire to purchase from
the Company, securities of the Company as more fully described in this Agreement.


 


NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company and each Purchaser, severally and not jointly, agree as set forth below.


 


ARTICLE
I


 


1.1  
The following terms have the meanings indicated in this Section 1.1:


 


“Action” shall have the meaning ascribed
to such term in Section 3.1(j).


 


“Affidavit of Confession of Judgment”
means the Affidavit of Confession of Judgment dated the date hereof, executed by the Company.


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 144 under the Securities Act.


 


“Business
Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day
on which banking institutions in the State of New York are authorized or required by law or other government action to close.


 


“Change
of Control” means the occurrence of any of (i) an acquisition after the date hereof by an individual or legal entity or “group”
(as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) other than a group including Jason Drummond of effective control
(whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting
securities of the Company, or (ii) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates
with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own
less than 50% of the aggregate voting power of the Company or the successor entity of such transaction, or (iii) the Company sells or
transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction
own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, (iv) a replacement at one time
or within a three year period of more than one-half of the members of the Company’s board of directors or Members which is not approved
by a majority of those individuals who are members of the board of directors or Members on the date hereof (or by those individuals who
are serving as members of the board of directors or Members on any date whose nomination to the board of directors or Members was approved
by a majority of the members of the board of directors Members who are members on the date hereof), or (v) Jason Drummond shall no longer
be employed by the Company as Chief Executive Officer on a full time basis or Darin Oliver shall no longer be employed by the Company
as Head of Corporate and Regulatory Strategy, or (vi) the execution by the Company of an agreement to which the Company is a party or
by which it is bound, providing for any of the events set forth above in (i) through (vi) above.


 


 






    	 	 	 



     


    

 


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.


 


“Closing
Date” means the Business Day when all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchaser’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities have been satisfied or waived.


 


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


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company
Counsel” means Sichenzia Ross Ference LLP.


 


“Debenture”
means the Security Agreement, dated the date hereof, between the Guarantor and the Purchaser.


 


“Disclosure
Schedules” shall have the meaning ascribed to such term in Section 3.1 hereof.


 


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


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h) hereof.


 


“Guarantor”
means Gaming Technologies Limited, an English Corporation.


 


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


 


“Lock-up
Agreement” means the lock-up agreement executed by Jason Drummond and the Company.


 


“Majority
Purchasers” shall mean holders of 50% of the then outstanding principal amount of the Notes, so long as such 50% includes Puritan
Partners LLC as lead investor.


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b) hereof.


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(m).


 


“Notes”
means the 10% Senior Secured Convertible Notes due November 18, 2022 in aggregate principal amount of $1,666,666.67, convertible into
shares of common stock of the Company, and issued by the Company to the Purchaser hereunder.


 


“OFAC”
shall mean the United States Department of the Treasury’s Office of Foreign Assets Control.


 


“OFAC Regulations”
shall mean the regulations promulgated by OFAC, as amended from time to time.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


 






    	 	 	 



     


    

 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such
as a deposition), whether commenced or threatened.


 


“Qualified
Offering” means an (i) equity or equity-linked financing for the account of the Company or any of its Subsidiaries in which
shares of common stock, or securities, directly or indirectly, convertible into or exchangeable or exercisable for shares of common stock
are issued or (ii) debt financing (not otherwise covered in clause (i), which financing results in cumulative aggregate proceeds to the
Company of at least $8,000,000.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated the date hereof between the Company, and the Purchaser.


 


“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.


 


“Securities”
means the Notes, the Warrants the and the shares of common underlying the Notes and Warrants.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Security
Agreement” means the Security Agreement, dated the date hereof, between the Company and the Purchaser.


 


“Security
Documents” means the Security Agreement, the Debenture, the Share Charge and any other documents and filings required thereunder
(all UCC-1 and IP filing receipts and filings under UK law) in order to grant the Purchaser a perfected first priority security interest
on all of the current and future assets of the Company and its Subsidiaries.


 


“Share
Charge” means the Charge over Shares, dated the date hereof, between the Company and the Purchaser.


 


“Subsidiary
Guarantee” means the Subsidiary Guarantee, dated the date hereof, between the Guarantor and the Purchaser.


 


“Shares”
shares of common stock of the Company.


 


“Subscription Amount”
means, as to the Purchaser, the aggregate amount to be paid for Note and Shares purchased hereunder as specified below such Purchaser’
name on the signature page of this Agreement and next to the heading “Subscription Amount”, in United States Dollars and in
immediately available funds.


 


“Subsidiary”
means any direct or indirect subsidiary of the Company as set forth on Schedule 3.1(a).


 


“Transaction Documents”
means this Agreement, the Notes, the Warrants, the Security Agreement, the Subsidiary Guarantee, the Debenture, the Share Charge, the
Affadavit of Confession and the Lock-up Agreement, the Registration Rights Agreement, the Transfer Agent Instructions, and any other documents
or agreements executed in connection with the transactions contemplated hereunder.


 


“Warrants” means the 5-year warrants,
exercisable at the conversion price to purchase Common Stock of the Company.


 


PURCHASE AND SALE


 


2.1
 Closing. Subject to the terms and conditions set forth herein, the Purchaser agrees
to purchase from the Company and the Company agrees to sell to the Purchaser the aggregate principal amount of Notes and number of
Warrants, in each case set forth opposite the name of such Purchaser on the signature page hereto, for the purchase price set forth
on such page, which shall be payable to the Company at the Closing by wire transfer of immediately available funds. The Note shall
be issued with an original issue discount of 10% (i.e., face amount is the gross proceeds/.90). Upon closing, the Purchaser will
receive 120% coverage (on an as converted basis of the face amount of the Note based on a fixed conversion price of $2.75 per)
of 5- year warrants exercisable at the conversion price to purchase shares of Common Stock of the Company.


 


 






    	 	 	 



     


    

 





At the Closing, the Purchaser
shall deliver to the Company via wire transfer immediately available funds equal to its Subscription Amount and the Company shall deliver
to the Purchaser its Note and the Warrant and the other items set forth in Section 2.2 issuable at the Closing. Upon satisfaction of
the conditions set forth in Section 2.2, the Closing shall occur at the offices of the Company, or such other location as the parties
shall mutually agree.


 


2.2  
Deliveries.


 


	a)		On the Closing Date, the Company shall deliver to the Purchaser the following and shall have
satisfied the following conditions, as the case may be:



 


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



 


	(ii)		a duly executed Note with a principal amount equal to the amount such set forth on the signature
page hereto, registered in the name of such Purchaser, substantially in the form of Exhibit A hereto;



 


	(iii)		the Warrant, registered in the name of such Purchaser, substantially in the form of Exhibit
B hereto;



 


	(iv)		the Security Agreement, duly executed by the Company, substantially in the form of Exhibit
C hereto;



 


	(v)		the Subsidiary Guarantee, duly executed by the Guarantor, substantially in the form of Exhibit
D hereto;



 


	(vi)		the Affidavit of Confession of Judgment, substantially in the form of Exhibit E hereto, duly
executed by the Company;



 


	(viii)		a legal opinion of Company Counsel satisfactory in form and substance to the Purchaser, substantially
in the form of Exhibit F hereto;



 


	(ix)		the Registration Rights Agreement, substantially in the form of Exhibit G hereto;



 


	(x)		the Lock-up Agreement, executed by Jason Drummond and the Company substantially in the form
of Exhibit H hereto;



 


	(xi)		Certificates of the CEO and Secretary of the Company, in the form of Exhibit I , certifying
as to (a) copies of the Certificate of Incorporation and bylaws of the Company and the Guarantor , as amended and restated as of the
date hereof, (b) all actions taken and consents made by such party and its officers and shareholders as applicable to authorize the transactions
provided by the Transaction Documents, (c) the names of the officers of such party authorized to sign the Transaction Documents , together
with a sample of the true signature of such Person, (d) all conditions set forth in this Section 2.2 have been met by such party, and
(e) no event has occurred or such party anticipates occurring that has resulted in an Event of Default under the Notes or with the passage
of time would result in an Event of Default under the Notes;



 


	(xii)		Certificates of good standing for the Company in the jurisdictions of its incorporation,
in the principal places in which it conducts business and in the places where it owns real estate;



 


	(xiii)		Transfer Agent Instructions, executed by the Company and the Transfer Agent, substantially
in the form of Exhibit J hereto;



 


	(xiv)		the Share Charge, substantially in the form of Exhibit K hereto;



 


	(xv)		the Debenture, substantially in the form of Exhibit L hereto and]



 


	(xvi)		Waivers executed by each of the purchasers of the Company’s equity securities in its
$3.25 per share private placement round waiving their rights to most favored nations and price protection based on the issuance of the
Securities



 


 






    	 	 	 



     


    

 


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



 


	(i)		this Agreement duly executed by the Purchaser;



 


	(ii)		the Purchaser’ Subscription Amount by wire transfer to the account of the Company;



 


	(iii)		the Security Agreement, duly executed by the Purchaser;



 


	(iv)		the Debenture, duly executed by the Purchaser;



 


	(v)		the Share Charge, duly executed by the Purchaser; and



 


	(vi)		the Registration Rights Agreement, duly executed by the Purchaser.



 


2.3  Closing Conditions.


 


	a)		The obligations of the Company hereunder in connection with the Closing are subject to the
following conditions being met:



 


	(i)		the accuracy in all material respects when made and on the Closing Date of the representations
and warranties of the Purchaser contained herein;



 


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



 


	(iii)		the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.



 


	b)		The obligations of the Purchaser hereunder in connection with the Closing are subject to
the following conditions being met:



 


	(i)		the accuracy in all material respects when made and on the Closing Date of the representations
and warranties of the Company contained herein;



 


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



 


	(iii)		of the collateral;



 


	(iv)		no statute, rule, regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation
of any of the transactions contemplated by the Transaction Documents;



 


	(v)		the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;



 


	(vi)		no banking moratorium have been declared either by the United States or New York State authorities,
no suspension of trading shall have been declared on the New York Stock Exchange or the NASDAQ Stock Market, 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 markets which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable
or inadvisable to purchase the Note and Shares at the Closing;



 


 






    	 	 	 



     


    

 


	(vii)		the Company shall have no outstanding indebtedness, other than (A) that in favor of the Purchaser
pursuant to the Note, (B) indebtedness incurred in the ordinary course of business in connection with the purchase of equipment, trade
debt incurred in the ordinary course of business, and (C) indebtedness set forth on the Schedules hereto;



 


	(viii)		No other securities of the Company outstanding after the use of proceeds hereof (i) shall
be in default or (ii) shall reset (or shall have exercised any rights to convert into the Securities) as a result of the issuance of
the Securities; and



 


	(ix)		the Company has engaged Maxim Group LLC to consummate a Qualified Offering of equity securities



 


REPRESENTATIONS AND WARRANTIES


 


3.1 Representations and
Warranties of the Company. Except as set forth in the Disclosure Schedule which shall be deemed a part hereof, the Company
hereby makes the representations and warranties set forth below to the Purchaser.


 


	a)		Subsidiaries. All of the direct and indirect subsidiaries
of the Company are set forth in Schedule 3.1(a) hereto. The Company owns, directly or indirectly, all of the capital stock or other equity
of each Subsidiary free and clear of any Liens, other than the Lien granted to the Purchaser, and all 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 of the Company and the Subsidiaries is an entity
duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation
or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its
business as currently conducted. Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective
certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries
is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which
the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified
or in good standing, as the case may be, could not have or reasonably be expected to result in (i) a material adverse effect on the legality,
validity or enforceability of any Transaction Documents, (ii) a material adverse effect on the results of operations, assets, business,
prospects or financial condition of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s
or its Subsidiaries’ ability to perform in any material respect on a timely basis its obligations under any Transaction Document
(any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.



 


	c)		Authorization; Enforcement. The Company and each of its Subsidiaries has the requisite
corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and
otherwise to carry out its respective obligations thereunder. The execution and delivery of each of the Transaction Documents by the
Company and each of its Subsidiaries and the consummation by it of the transactions contemplated thereby have been duly authorized by
all action on the part of the Company and each of its Subsidiaries and no further action is required by the Company and each of its Subsidiaries
in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and each of
its Subsidiaries and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company
and such Subsidiaries enforceable against the Company and such Subsidiaries in accordance with its terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights
generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.



 


 






    	 	 	 



     


    

 


	d)		No Conflicts. The execution, delivery and performance of the Transaction Documents
by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the other transactions
contemplated thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s
certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a
default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon
any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
indebtedness of the Company or any of its Subsidiaries or otherwise) or other understanding to which the Company or any Subsidiary is
a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with or result in
a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority
to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property
or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii) subject to the Required
Approvals, to the Company’s knowledge, such as could not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect.



 


	e)		Filings, Consents and Approvals. Except as set forth in Schedule 3.1 (e) hereto, neither
the Company, its Subsidiaries is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any
filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with
the execution, delivery and performance by the Company or such Subsidiaries of the Transaction Documents, other than the filing of Form
D with the Commission and such filings as are required to be made under applicable state securities laws (collectively, the “Required
Approvals”).



 


	f)		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 other than restrictions on transfer provided for in the Transaction Documents. The Common Stock issuable upon
exercise of the Notes and the Warrants, when issued in accordance with the terms of the Transaction Documents, will be validly issued,
fully paid and non-assessable, free and clear of all Liens imposed by the Company, and its Subsidiaries. The Company has reserved from
its duly authorized capital stock a number of shares of Common Stock for issuance of at least equal to the amount required to satisfy
the conversion of the Note and exercise of the Warrants.



 


	g)		Capitalization. The capitalization of the Company and its Subsidiaries is as set forth
on Schedule 3.1(g). Other than as set forth on Schedule 3.1(g), the Company and the Subsidiaries have no indebtedness for money borrowed.
Except as set forth on Schedule 3.1(g), the Company has not issued any capital stock since June 30, 2021. No Person has any right of
first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the
Transaction Documents. Except as set forth on Schedule 3.1(g), as a result of the purchase and sale of the Securities, there are no outstanding
options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights
or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of common
stock of the Company, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become
bound to issue additional shares of common stock, of the Company or securities or rights convertible or exchangeable into shares of common
stock of the Company or its Subsidiaries. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to
issue shares of common stock of the Company or any Subsidiary or other securities to any Person (other than the Purchaser) and will not
result in a right of the Company’s or any of its Subsidiaries’ securities to adjust the exercise, conversion, exchange or
reset price under such securities. All of the outstanding shares of capital stock in the Company and its Subsidiaries are validly issued,
fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding
shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval
or authorization of any stockholder, the Board of Directors of the Company or any of its Subsidiaries or others is required for the issuance
and sale of the Securities. There are no stockholders’ agreements, voting agreements or other similar agreements with respect to
Company’s or any of its Subsidiaries’ capital stock to which the Company or any of its Subsidiaries is a party or, to the
knowledge of the Company or such Subsidiary, between or among any of the Company’s stockholders or any stockholder of its Subsidiaries.
Neither the Company nor any Subsidiary has any outstanding indebtedness for borrowed money except for the indebtedness described in Schedule
3.1 (g) hereto.



 


 






    	 	 	 



     


    

 


	h)		Financial Statements. Except as set forth on Schedule 3.1(h), the financial statements
of the Company and its Subsidiaries, including those financial statements for each of the years ended December 31 in the 3-year period
ended December 31, 2020 and the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021, 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. Such financial statements of the Company and its Subsidiaries have been prepared in accordance with United States generally
accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be
otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain
all footnotes required by 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 for the periods then ended, subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments.



 


	i)		Material Changes. Since September 30, 2021, (i) there
has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) except as set forth on Schedule 3.1(i), each of the Company and its Subsidiaries has not incurred any liabilities (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 to be reflected in the Company’s, its Subsidiaries’ financial statements pursuant to GAAP
or required to be disclosed in filings made with the Commission, (iii) each of the Company and its Subsidiaries has not altered its method
of accounting, (iv) each of the Company and its Subsidiaries has not declared or made any dividend or distribution of cash or other property
to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) each
of the Company and its Subsidiaries has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing
stock option plans.



 


	j)		Litigation. Other than as set forth in Schedule 3.1 (j) hereto, there is no action,
suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting
the Company , any Subsidiary, or any of their respective properties before or by any court, arbitrator, governmental or administrative
agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely
affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if
there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any
Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability
under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company
or any Subsidiary, there is not pending or contemplated, any investigation by the Commission involving the Company or any Subsidiary
or any current or former director or officer of the Company or any Subsidiary.



 


	k)		Labor Relations. No material labor dispute exists or, to the knowledge of the Company
or Subsidiary, is imminent with respect to any of the employees of the Company or any Subsidiary which could reasonably be expected to
result in a Material Adverse Effect.



 


	l)		Compliance,
Material Contracts. Except as set forth on Schedule 3.1(l) hereto, neither the Company nor any Subsidiary (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 the Company or any Subsidiary received notice of a claim that it is in default
under or that it is in violation of, any indenture, loan or credit agreement, services, marketing or processing agreement or any other
agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation
has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, or (iii) is or has been in violation
of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local
laws applicable to its business except in each case as could not have a Material Adverse Effect. Except as set forth on Schedule 3.1(l),
each material contractis in full force and effect and is enforceable in accordance with its terms, and no material defaults enforceable
against the Company or any Subsidiary exist thereunder. Neither the Company nor any Subsidiary has received notice from any party to
any Material Contract stating that it intends to terminate or amend such contract.



 


 






    	 	 	 



     


    

 


	m)		Regulatory Permits and Licenses. The Company and the Subsidiaries possess all certificates,
authorizations, memberships, sponsorships and permits issued by the appropriate federal, state, local or foreign regulatory authorities
or other Person necessary to conduct their respective businesses and are in good standing under all such certificates, authorizations,
memberships, sponsorship and permits, except where the failure to possess such permits could not have or reasonably be expected to result
in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice
of proceedings relating to the revocation or modification of any Material Permit.



 


	n)		Title to Assets. The Company and the Subsidiaries have good and marketable title in
fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable
title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free
and clear of all Liens, except Liens as do not materially affect the value of such property and do not materially interfere with the
use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or
other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by
the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries
are in compliance.



 


	o)		Intellectual Property. The term “Proprietary Assets” means all patents,
patent applications, trademarks, service marks, trademark and service mark applications, trade names, copyright registrations, and licenses
currently owned and/or used by the Company (which for purposes of this subsection shall include its Subsidiaries) or necessary for the
conduct of the Company’s business as currently conducted or proposed to be conducted, as well as any agreement under which the
Company has access to any intellectual property or confidential information used by the Company in its business. Schedule 3.1(o) sets
forth all Proprietary Assets necessary, to the Company’s knowledge, to conduct the Company’s business as currently conducted
or as presently proposed to be conducted. The Company owns, or has the right to use under the agreements or upon the terms described
on Schedule 3.1(o), to all of the Proprietary Assets and has taken all actions reasonable in light of its financial position to protect
the Proprietary Assets. Except as set forth on Schedule 3.1(o), the Company does not require any license or other agreement to use any
of the Proprietary Assets, except for licenses or agreements that can be obtained in the ordinary course of business without unreasonable
effort, delay, cost, or expense. The Company is not bound by or a party to any options, licenses, or agreements of any kind with respect
to the Intellectual Property Rights (as defined below) of any other Person and, to the Company’s knowledge, there are no outstanding
options, licenses, or agreements of any kind relating to the Proprietary Assets. With respect to each item of the Company’s Proprietary
Assets that any third party owns and that the Company uses pursuant to license, sublicense, agreement or permission: (i) the license,
as it relates to the Company is legal, valid, binding, enforceable, and in full force and effect in all material respects; (ii) the Company
is not, and to the Company’s knowledge, no other party to the license, sublicense, agreement or permission is in material breach
or default, and no event has occurred which with notice or lapse of time or both would constitute a material breach or default or permit
termination, modification or acceleration thereunder; (iii) the Company has not, and to the Company’s knowledge, no other party
to the license, sublicense, agreement or permission has repudiated any material provision thereof; and (iv) the Company has not granted
any sublicense or similar right with respect to the license, sublicense, agreement or permission other than as expressly permitted by
such license, sublicense, agreement or permission. Except as set forth on Schedule 3.1(o), to the Company’s knowledge, no director,
officer, or stockholder of the Company owns any rights in any Intellectual Property Rights directly or indirectly competitive with those
owned or to be used by the Company or derived from or in connection with the conduct of the Company’s business. Except as set forth
on Schedule 3.1(o), to the Company’s knowledge it is not now necessary to use any inventions or works of authorship of its employees
made outside of their employment by the Company. Except as set forth on Schedule 3.1(o), the Company has obtained from all of the Company’s
current and former officers, employees and consultants assignments to all inventions developed or conceived during their association
with the Company and relating to its business. The Company has not granted rights to manufacture, produce, assemble, license, market,
or sell its products to any other person. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, copyrights, licenses and other similar rights necessary or material for
use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively,
the “Intellectual Property Rights”). The Company’s Intellectual Property Rights are as set forth on Schedule
3.1 (o) hereto. Neither the Company nor any Subsidiary has received a written notice that the Intellectual Property Rights used by the
Company or any Subsidiary violates or infringes upon the rights of any Person. To the knowledge of the Company, all such Intellectual
Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights of
others



 


 






    	 	 	 



     


    

 


	p)		Insurance. The Company and the Subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the
Company and the Subsidiaries are engaged. To the best of the Company’s knowledge, such insurance contracts and policies are accurate
and complete. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business
without a significant increase in cost.



 


	q)		Transactions With Affiliates and Employees. None of the officers or directors of the
Company or any Subsidiary and, to the knowledge of the Company or any Subsidiary , none of the employees of the Company or any Subsidiary
is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge
of the Company or any Subsidiary, any entity in which any officer, director, or any such employee has a substantial interest or is an
officer, director, trustee or partner, in each case in excess of $10,000 other than (i) for payment of salary or consulting fees for
services rendered, (ii) reimbursement for expenses incurred on behalf of the Company or any Subsidiary and (iii) for other employee benefits,
including stock option agreements under any stock option plan of the Company or any Subsidiary.



 


	r)		Certain Fees. Except as set forth on Schedule 3.1(r), no brokerage or finder’s
fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by this Agreement. The Purchaser shall have no 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 that may be due in connection with the transactions contemplated by this Agreement.



 


	s)		Private Placement. Assuming the accuracy of the Purchaser 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
and its Subsidiaries to the Purchaser as contemplated hereby.



 


	t)		Investment Company. The Company, its Subsidiaries is not, and is not an Affiliate
of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company”
within the meaning of the Investment Company Act of 1940, as amended. The Company, its Subsidiaries shall conduct its business in a manner
so that it will not become subject to the Investment Company Act.



 


	u)		Registration Rights. Except as contemplated by the transactions hereunder or as set
forth on Schedule 3.1(u), no Person has any right to cause the Company to effect the registration under the Securities Act of any securities
of the Company.



 


	v)		Application of Takeover Protections. The Company’s and its Subsidiaries’
Board of Directors 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
or any of the Subsidiaries’ Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation
that is or could become applicable to the Purchaser as a result of the Purchaser’s and the Company’s, its Subsidiaries’
fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of
the Company’ issuance of the Securities and the Purchaser’s ownership of the Securities.



 


	w)		Disclosure. All disclosure provided to the Purchaser regarding each of the Company,
its Subsidiaries, its business and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, furnished
by or on behalf of the Company, its Subsidiaries with respect to the representations and warranties made herein are true and correct
in all material respects with respect to such representations and warranties and do not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which
they were made, not misleading. The Company and its Subsidiaries acknowledge and agree that the Purchaser makes no nor has made any representations
or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.



 


 






    	 	 	 



     


    

 


	x)		No Integrated Offering. Assuming the accuracy of the Purchaser’ representations
and warranties set forth in Section 3.2, neither the Company, nor any of its Subsidiaries or 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 or its Subsidiaries
for purposes of the Securities Act or any applicable shareholder approval provisions.



 


	y)		Solvency. For purposes of this representation, the term the “Company”
shall include all of its Subsidiaries. Based on the financial condition of the Company as of the Closing Date after giving effect to
the receipt by the Company and its Subsidiaries of the proceeds from the sale of the Securities hereunder and the application of the
proceeds thereof, (i) the Company’s fair saleable value of its assets exceeds the amount that will be required to be paid on or
in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature; (ii)
the Company’s assets do not constitute unreasonably small capital to carry on its business for the current fiscal year as now conducted
and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted
by the Company’s, and projected capital requirements and capital availability thereof; and (iii) the current cash flow of the Company,
together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated
uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. The
Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts
of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe
that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from
the Closing Date. Schedule 3.1(g) sets forth all outstanding secured and unsecured Indebtedness of the Company, its Subsidiaries or for
which any such party has commitments. For the purposes of this Agreement, “Indebtedness” shall mean (a) any liabilities
for borrowed money or amounts owed in excess of $10,000 (other than trade accounts payable incurred in the ordinary course of business),
(b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or
should be reflected in such party’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments
for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments
in excess of $10,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in
default with respect to any Indebtedness.



 


	z)		Environmental Matters. The Company and each its Subsidiaries(a) is in compliance with
any and all Environmental Laws (as herein defined), (b) has received all permits, licenses or other approvals required of it under applicable
Environmental Laws to conduct its respective businesses and (c) is in compliance with all terms and conditions of any such permit, license
or approval, in each case except to the extent such noncompliance or non-receipt would not reasonably be expected to result in a Material
Adverse Effect. The term “Environmental Laws” means all applicable federal, state, local or foreign laws relating
to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater,
land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases
of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)
into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.



 


	aa)		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 and each Subsidiary has filed all necessary federal, state
and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon (except for those contested in good
faith), and the Company have no knowledge of a tax deficiency which has been asserted or threatened against the Company or any Subsidiary.



 


	bb)		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.



 


 






    	 	 	 



     


    

 


	cc)		Foreign Corrupt Practices; Patriot Act, etc. For purposes of this representation,
the term the “Company” shall include all of its Subsidiaries. Neither The Company, nor to the knowledge of the Company, any
agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any corrupt funds for unlawful contributions,
gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to
foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds,
(iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company
is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of
1977, as amended.



 


The Company
and its Subsidiaries are in compliance, in all material respects, with (a) the Trading with the Enemy Act, as amended, and each of the
foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and any other
enabling legislation or executive order relating thereto, and (b) the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October
26, 2001) (the “Act”). No part of the proceeds of the Note will be used, directly or indirectly, for any payments to any
governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting
in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States
Foreign Corrupt Practices Act of 1977, as amended. None of the Company or any of its Subsidiaries is a Person named on a list published
by OFAC or a Person with whom dealings are prohibited under any OFAC Regulations.


 


	dd)		Seniority. As of the Closing Date, except as set forth on Schedule 3.1(dd) hereto
no Indebtedness, equity or other security of the Company or the Subsidiaries is senior to, or pari passu with, the Notes in right
of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise.



 


	ee)		No Disagreements with Accountants and Lawyers. There are no disagreements of any kind
presently existing, or reasonably anticipated by the Company or any Subsidiary to arise, between the accountants and lawyers formerly
or presently employed by the Company or any Subsidiary and, except as set forth on Schedule 3.1(ee), the Company and each Subsidiary
is current with respect to any fees owed to its accountants and lawyers. By making this representation, each of the Company and its Subsidiaries
does not, in any manner, waive the attorney/client privilege or the confidentiality of the communications between the Company and its
Subsidiaries and its lawyers. The Company’s accountants are set forth on Schedule 3.1(ee) of the Disclosure Schedule. To the knowledge
of the Company, such accountants, who have expressed their opinion with respect to the financial statements for the year ended December
31, 2020, are a registered public accounting firm as required by the Securities Act.



 


	ff)		Acknowledgment Regarding Purchaser’s Purchase of Securities. The Company and
its Subsidiaries acknowledge and agree 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 hereby. The Company and its Subsidiaries further acknowledge that the
Purchaser is not acting as a financial advisor or fiduciary of the Company and its Subsidiaries (or in any similar capacity) with respect
to this Agreement and the transactions contemplated hereby and any advice given by the Purchaser or any of its representatives or agents
in connection with this Agreement and the transactions contemplated hereby is merely incidental to the Purchaser’s purchase of
the Securities. The Company and its Subsidiaries further represent to the Purchaser that Company’s and its Subsidiaries’
decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by
the Company, and their representatives.



 


 


 






    	 	 	 



     


    

 


	gg)		Rule 506(d) Bad Actor Disqualification Representations and Covenants.



 


	(i)		No Disqualification Events. Neither the Company, nor to the Company’s knowledge,
any of its predecessors affiliates, any manager, executive officer, other officer of the Company or such Subsidiary participating in
the offering, any beneficial owner (as that term is defined in Rule 13d-3 under the Exchange Act) of 20% or more of the Company’s
or such Subsidiaries’ outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that
term is defined in Rule 405 under the Securities Act) connected with the Company or such Subsidiary in any capacity as of the date of
this Agreement and on the Closing Date (each, a “Company Covered Person” and, together, “Company Covered
Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under
the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or
(d)(3). The Company and its Subsidiaries has exercised reasonable care to determine (i) the identity of each person that is a Company
Covered Person; and (ii) whether any Company Covered Person is subject to a Disqualification Event. The Company and its Subsidiaries
will comply with its disclosure obligations under Rule 506(e).



 


	(ii)		Other Covered Persons. None of the Company and its Subsidiaries is aware of any person
(other than any Company Covered Person) that has been or will be paid (directly or indirectly) remuneration in connection with the Note
that is subject to a Disqualification Event (each an “Other Covered Person”).



 


	(iii)		Reasonable Notification Procedures. With respect to each Company Covered Person, the
Company and its Subsidiaries has established procedures reasonably designed to ensure that they receive notice from each such Company
Covered Person of (i) any Disqualification Event relating to that Company Covered Person, and (ii) any event that would, with the passage
of time, become a Disqualification Event relating to that Company Covered Person; in each case occurring up to and including the Closing
Date.



 


	(iv)		Notice of Disqualification Events. The Company will notify the Purchaser immediately
in writing upon becoming aware 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 and/or Other Covered Person.



 


	hh)		Acknowledgment Regarding Purchaser’s Purchase of Securities. The Company and
its Subsidiaries acknowledge and agree that the Purchaser is acting solely in the capacity of an arm’s length purchaser with respect
to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby and that the Purchaser is
not (i) an officer or director of the Company or the Subsidiaries, (ii) an Affiliate of the Company or the Subsidiaries or (iii) to the
knowledge of the Company or such Subsidiaries , a “beneficial owner” of more than 10% of the shares of Common Stock (as defined
for purposes of Rule 13d-3 of the 1934 Act. The Company and the Subsidiaries further acknowledge that the Purchaser is not acting as
a financial advisor or fiduciary of the Company or its Subsidiaries (or in any similar capacity) with respect to this Agreement or the
other Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Company or the Subsidiaries
or any of its representatives or agents in connection with this Agreement or the other Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to such Purchaser’s purchase of the Notes and Warrants.



 


 






    	 	 	 



     


    

 


	ii)		Sarbanes-Oxley; Internal Accounting Controls. Each of the Company and its Subsidiaries
is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date. The
Company and the 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. Each of the Company and
its Subsidiaries has 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 material information relating to the
Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the
period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The
Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing
date of 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 significant changes in the Company's (or any Subsidiary’s) internal controls (as such term is defined in Item 307(b) of
Regulation S-K under the Exchange Act) or, to the Company's (or any Subsidiary’s) knowledge, in other factors that could significantly
affect the Company's (or any Subsidiary’s) internal controls. The Company and its Subsidiaries have knowledge (upon receipt of
the proceeds of this transaction) that the Company’s independent public accountants have issued an audit letter containing a “going
concern” opinion in connection with the Company’s annual report on Form 10-K pursuant to Section 13 or 15(d) under the Exchange
Act for the fiscal year ended December 31, 2021.



 


	jj)		Variable Rate Securities. Except as provided in the Note, the Company has not directly
and/or indirectly entered into, nor has any agreement, intention and/or obligation to enter into any Variable Rate Transaction.



 


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:


 


	a)		Organization; Authority. Such Purchaser is an entity duly organized under the laws
of the jurisdiction of its organization with full right, corporate, limited liability company or partnership power and authority to enter
into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations thereunder.
The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized
by all necessary corporate or similar action 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)		Purchaser Representation. 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, has no
present intention of distributing any of such Securities in violation of the Securities Act or any applicable securities laws and has
no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty
not limiting the



 


 






    	 	 	 



     


    

 


Purchaser’s
right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities
laws). Nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold Securities for any period of time.


 


	c)		Purchaser Status. At the time such Purchaser was offered the Securities, it was, and
at the date hereof it is, and on each date on which it converts any of the Notes into shares of Common Stock it will be either: (i) an
“accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified
institutional buyer” as defined in Rule 144A(a) under the Securities Act.



 


	d)		Experience of the Purchaser. Such 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. Such 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.



 


	e)		General Solicitation. Such 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.



 


The Company and its Subsidiaries acknowledge
and agree that the Purchaser does not make or have not made any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in this Section 3.2.


 


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 any Subsidiary or to an affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may,
at its expense, require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably
acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that
such transfer does not require registration of such transferred 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 of a Purchaser under this
Agreement.



 


	b)		The Purchaser agrees to the imprinting, so long as is required by this Section 4.1(b), of
a legend on any of the Securities in the following form:



 


NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [EXERCISABLE] [CONVERTIBLE] 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 THESE SECURITIES AND THE SECURITIES ISSUABLE
UPON [EXERCISE][CONVERSION] OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED
BY SUCH SECURITIES.


 


 






    	 	 	 



     


    

 


	c)		Certificates evidencing the Common Shares underlying the Note and the Warrant shall not contain
any legend (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration
Statement) covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Common Shares
pursuant to Rule 144 , or (iii) if such Common Shares are eligible for sale under Rule 144, or (iiv) 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, at its expense, cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after the
Effective Date if required by the Company’s transfer agent to effect the removal of the legend hereunder. If all or any portion
of a Note is converted or Warrant is exercised at a time when there is an effective registration statement to cover the resale of the
common shares, or if such common shares may be sold under Rule 144or if such legend is not otherwise required under applicable requirements
of the Securities Act (including judicial interpretations thereof and pronouncements issued by the staff of the Commission) then such
common shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend
is no longer required under this Section 4.1(c), it will, no later than two Business Days following the delivery by a Purchaser to the
Company or the Company’s transfer agent of a certificate representing common shares issued with a restrictive legend (such third
Business Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing
such shares that is free from all restrictive and other legends. Neither the Company may make any notation on its records or give instructions
to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for common shares
subject to the legend removal hereunder shall be transmitted by the transfer agent of the Company to the Purchaser by crediting the account
of the Purchaser’ prime broker with the DTC.



 


	d)		In addition to the Purchaser’s other available remedies, the Company shall pay to each
Purchaser, in cash, as partial liquidated damages and not as a penalty, $1000 per Trading Day for each Trading Day after the Legend Removal
Date until such certificate is delivered without a legend. Nothing herein shall limit each Purchaser’ right to pursue actual damages
for the Company’s failure to deliver certificates representing any Securities as required by the Transaction Documents, and each
Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief.



 


	e)		The Purchaser agrees that the removal of the restrictive legend from certificates representing
Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance that such Purchaser will sell any Securities
pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or
an exemption therefrom.



 


4.2  
Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge 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 and its Subsidiaries
further acknowledge that its obligations under the Transaction Documents, including without limitation its obligation to issue the Common
Shares underlying the Notes 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 or its Subsidiaries may
have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders
of the Company and its Subsidiaries.


 


4.3   Furnishing of Information Rule 144 Availability. As long as any Purchaser owns Securities, if the Company is not required to file
reports pursuant to the Exchange Act, it will prepare and furnish to such Purchaser and make publicly available in accordance with Rule
144(c) such information as is required for such Purchaser to sell the Securities under Rule 144. The Company further covenants that it
will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable
such Person to sell such Securities without registration under the Securities Act within the limitation of the exemptions provided by
Rule 144.


 


 






    	 	 	 



     


    

 


At all times from the date hereof through
and including the date none of the Conversion Shares are outstanding (the “Required Period”) the Company shall ensure each
Purchaser can sell the pursuant to and in accordance with Rule 144 under the Securities Act. If, (i) at any time during the Required Period,
the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) under the Securities Act
(a “Public Information Failure”), or (ii) the Company shall fail to take such action as is reasonably requested by the Purchaser
to enable the Purchasers to sell any of the shares received in connection with the Notes pursuant to Rule 144 under the Securities Act
(including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s
transfer agent as may be reasonably requested from time to time by the Purchasers and otherwise fully cooperate with Purchasers and each
Purchaser’s broker to effect such sale of the shares of common stock received in connection with the Notes, Additional Notes, Warrants
or Additional Warrants pursuant to Rule 144 under the Securities Act) (a “Process Failure”) then, in either case, in addition
to the Purchaser’s other available remedies, the Company shall pay to Purchasers, as liquidated damages and not as a penalty, by
reason of any such delay in or reduction of its ability to sell the Conversion Shares, an amount in cash equal to two (2%) percent of
up to the original aggregate principal amount of the Notes and Additional Notes on the day of a Public Information Failure or Process
Failure, as applicable, and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty (30) days), thereafter, until
(a) in the case of a Process Failure, the date such Process Failure is cured, or (b) in the case of a Public Information Failure, the
date such Public Information Failure is cured. Notwithstanding anything to the contrary provided herein, liquidated damages for each Process
Failure or Public Information Failure shall not commence to accrue for a period of 5 days from the date of any such Process Failure and/or
Public Information Failure. The payments to which the Purchasers shall be entitled pursuant to this Section 4.3 are referred to herein
as “Rule 144 Failure Payments”. Rule 144 Failure Payments shall be paid on the earlier of (i) the last day of the calendar
month during which such Rule 144 Failure Payments are incurred and (ii) the third (3rd) Trading Day after the event or failure giving
rise to the Rule 144 Failure Payments is cured.


 


4.4  
Integration. The Company shall not, and shall use its best efforts to ensure that no Affiliate of the Company shall, 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 to the Purchaser or that would be integrated with the offer or sale of the Securities for purposes of the
rules and regulations of any Trading Market.


 


4.5 Securities Laws Disclosure; Publicity.
The Company shall by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof file a Current Report on
Form 8-K, including the Transaction Documents as exhibits thereto, with the SEC. From and after the issuance of such press release, the
Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the
Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection
with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company
acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between
the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand,
and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and the Purchaser shall consult with
each other in issuing any press releases with respect to the transactions contemplated hereby. Notwithstanding the foregoing, the Company
shall not publicly disclose the name of the Purchaser, or include the name of the Purchaser in any filing with the Commission or any regulatory
agency or Trading Market, without the prior written consent of the Purchaser, except (i) as required by federal or state securities law
and (ii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide such
Purchaser with notice of such disclosure permitted under subclause (i) or (ii).


 


4.6 Shareholder Rights Plan.
No claim will be made or enforced by the Company or its Subsidiaries or, to the knowledge of any such party, any other Person that any
Purchaser is an “Acquiring Person” under any shareholder rights plan or similar plan or arrangement in effect or hereafter
adopted by the Company or its Subsidiaries, or that any 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 any of its Subsidiaries
and any Purchaser. The Company and its Subsidiaries shall conduct its business in a manner so that it will not become subject to the Investment
Company Act.


 


 






    	 	 	 



     


    

 


4.7 Use of Proceeds.
The Company shall use the net proceeds from the sale of the Securities hereunder to provide funding for the following purposes: player
acquisition, marketing and general working capital, and to pay fees and expenses (fees and expenses reasonably satisfactory to the Investor)
incurred in connection herewith. The Company may not use funds at any time to repay indebtedness, lend money, give credit or make advances
to any officers, directors, employees, affiliates or debtholders of the Company or its Subsidiaries.


 


4.8  
Reimbursement. If the Purchaser becomes involved in any capacity in any Proceeding by or against any Person who is a stockholder
of the Company or its Subsidiaries (except as a result of sales, pledges, margin sales and similar transactions by the Purchaser to or
with any current stockholder), solely as a result of such Purchaser’ acquisition of the Securities under this Agreement, the Company
and its Subsidiaries will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation
preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. The reimbursement obligations
of the Company and its Subsidiaries under this paragraph shall be in addition to any liability which the Company or such Subsidiaries
may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchaser who are actually named in such
action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be,
of such Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company, its Subsidiaries, the Purchaser and any such Affiliate and any such Person. The Company and its Subsidiaries
also agree that neither the Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have
any liability to the Company, its Subsidiaries, or any Person asserting claims on behalf of or in right of the Company, its Subsidiaries,
solely as a result of acquiring the Securities under this Agreement.


 


4.9   Indemnification
of Purchaser. Subject to the provisions of this Section 4.9, the Company and its Subsidiaries will indemnify and hold the Purchaser
and its directors, officers, shareholders, partners, employees and agents (and any other Persons with a functionally equivalent role
of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents,
members, partners or employees of such Person (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) (each, a “Purchaser Party”) harmless from any and all losses,
liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court
costs and reasonable attorneys’ fees and costs of investigation that any Purchaser Party may suffer or incur as a result of, arising
from, or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company and its Subsidiaries
in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser, or any of them or their respective
Affiliates, by any stockholder of the Company or its Subsidiaries or who is not an Affiliate of such Purchaser, with respect to any of
the transactions contemplated by the Transaction Documents (in each case unless such action is based upon a breach of such Purchaser’
representation, warranties or covenants under the Transaction Documents or any agreements or understandings any Purchaser may have with
any such stockholder or any violations by such Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes
fraud, gross negligence or willful misconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity
may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify the Company in writing, and the Company shall have
the right to assume the defense thereof with counsel of its own choosing. Any Purchaser Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing,
(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there
is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company
and the position of the Purchaser Party. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement
by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed;
or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s
breach of any of the representations, warranties, covenants or agreements made by the Purchaser in this Agreement or in the other Transaction
Documents.


 


 






    	 	 	 



     


    

 


4.10  
Reservation and Listing of Securities. At all times and as long as any of the Purchaser owns any outstanding Notes or Warrants,
the Company shall take all action necessary (and/or reasonably requested by the Purchaser) to at all times have authorized, and reserved
out of its authorized but unissued shares of Common Stock for the purpose of issuance to the Purchaser upon conversions or in respect
of interest on the Notes and upon exercise or in respect of the Warrants by the Purchaser or exercise of the Warrants and Additional Warrants,
no less than the two (2x) the sum of the maximum number of Conversion Shares and Warrant Shares issuable (including interest and original
issue discount, and without taking into account any limitations on the issuance thereof) pursuant to the conversion of the Notes or exercisable
pursuant to the Warrants (the “Required Reserved Amount”). If at any time the number of shares of Common Stock authorized
and reserved for issuance is not sufficient to meet the Required Reserved Amount, the Company will promptly take all corporate action
necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders
to authorize additional shares to meet the Company’s obligations under this Agreement and the Transaction Documents, in the case
of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting
the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized
shares is sufficient to meet the Required Reserved Amount. The Company shall initially reserve shares of Common Stock on its own books
and records (the “Reserve”) for the issuance of Conversion Shares, Warrant Shares and any other shares of Common Stock required
to be issued by the Company to the Purchaser pursuant to the Transaction Documents, which initial reservation shall be authorized by the
unanimous written consent of the Company’s Board of Directors delivered at Closing. From and after the date of this Agreement through
and including the date all of the Company’s and each of its Subsidiaries’ Indebtedness and all other obligations owed to the
Purchasers pursuant to this Agreement and the other Transaction Documents, including, but not limited to, the Note is paid and performed
in full, confirmation of which must be obtained by in writing from the Purchaser, the Company shall (a) issue or cause its Transfer Agent
to issue the shares received on conversion or exercise or in respect of interest and all other shares of Common Stock required to be issued
to such Purchaser or its broker only (subject to the immediately following clause (b)), (b) issue or cause its Transfer Agent to issue
shares of Common Stock to such Purchaser or its broker under the Notes from sources other than the Reserve, unless such Purchaser delivers
to the Company written pre-approval of such issuance from the Reserve, and (c) not reduce the Reserve under any circumstances, unless
such Purchaser delivers to the Company written pre-approval of such reduction. The Company shall immediately add shares of Common Stock
to the Reserve to ensure that the Required Reserve Amount (the greater of (i) and (ii) being the “Reserve Minimum”) are in
the Reserve at all times. The Company shall increase the amount of shares of Common Stock in the Reserve upon receipt of written notice,
which may be in email form, by such Purchaser (and/or its assigns) in order to ensure that the Reserve contains the Reserve Minimum and/or
at any time the number of shares in the Reserve is less than the Reserve Minimum. Notwithstanding to the contrary provided herein or elsewhere,
if at any time the number of shares of Common Stock in the Reserve, is less than the Required Reserved Amount, such Purchaser may send
written notice to the Company’s then Transfer Agent to increase out of the Company’s authorized but unissued shares of Common
Stock in such number of additional shares of Common Stock so the Reserve consists of at least the Required Reserve Amount, provided, that
the number of shares of Common Stock in the Reserve shall never be decreased or used for any other purposes other than for issue to the
Holder upon each conversion by such Purchaser of the Notes and each exercise by such Purchaser of the Warrants into shares of common stock.
As a condition to Closing, all actions required by the Company in this Section shall be approved by the unanimous written consent of the
Company’s Board of Directors which shall be delivered to the Purchasers at Closing.


 


4.11   Subsequent Equity Sales. In addition to the limitations set forth herein, from the date hereof until such time the Notes have been
repaid or converted in full, the Company shall be prohibited from effecting or entering into an agreement to effect any Subsequent Financing
involving a “Variable Rate Transaction” or an “MFN Transaction” (each as defined below). The term
“Variable Rate Transaction” shall mean a transaction in which the Company issues or sells (i) any debt or equity securities
that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A)
at a conversion, exercise 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 the Company or the market for the Common
Stock or (ii) enters into any agreements, including but not limited to an equity line of credit, whereby the Company may sell securities
at a future determined price tied to the market price of the Common Stock. The term “MFN Transaction” shall mean a
transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which
grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than
those granted to such investor in such offering. Any Purchaser shall be entitled to obtain injunctive relief against the Company 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 or MFN Transaction shall be an Exempt Issuance.


 


 






    	 	 	 



     


    

 


4.12   
Equal Treatment of Purchasers. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification
of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction
Documents. Further, the Company shall not make any payment of principal or interest on the Notes in amounts which are disproportionate
to the respective principal amounts outstanding on the Notes at any applicable time. For clarification purposes, this provision constitutes
a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company
to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect
to the purchase, disposition or voting of Securities or otherwise.


 


4.13  
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 any 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 Purchasers 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 any Purchaser.


 


4.14 Most Favored Nations. Until such time
as the Company has consummated a Qualified Offering which results in an up-listing of the Common Stock onto a national exchange i.e. NASDAQ
or NYSE American. if the Company engages in any future financing transactions with a third-party investor (not including such a Qualified
Financing, except to the extent it relates to conversion, exercise and anti-dilution provisions of the Transaction Documents), the Company
will provide the Holder with written notice (the “MFN Notice”) thereof promptly but in no event less than 10 days prior
to closing any financing transactions. Included with the MFN Notice shall be a copy of all documentation relating to such financing transaction
and shall include, upon written request of the Holder, any additional information related to such subsequent investment as may be reasonably
requested by the Holder. In the event the Holder determines that the terms of the subsequent investment are preferable in any respect
to the terms of the Securities of the Company issued to the Holder pursuant to the terms of the Purchase Agreement, the Holder will notify
the Company in writing. Promptly after receipt of such written notice from the Holder, the Company agrees to amend and restate the Securities,
and, as necessary, adjust the number of bonus shares, to include the preferable term contained in the instruments evidencing the subsequent
investment and any bonus shares issued in connection therewith.


 


4.15. Right of Participation.


 


At any time within the 18 months subsequent to
the Closing, upon any issuance by the Company or any of its Subsidiaries of debt or common stock or common stock equivalents for cash
consideration, indebtedness or a combination of units thereof, other than in an underwritten public offering (a “Subsequent Financing”),
the Purchaser shall have the right to participate in up to its investment amount under this Agreement and Purchaser’s Note but not
more than 25% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for
in the Subsequent Financing. At least five (5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver
to each 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 (such additional notice, a “Subsequent Financing Notice”).
Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly,
but no later than one (1) Business 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 Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term
sheet or similar document relating thereto as an attachment. 


 


If the Purchaser desires to participate in such Subsequent Financing
must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day
after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount
of such Purchaser’s participation (up to the Participation Maximum), and representing and warranting that such Purchaser has such
funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, otherwise
the Purchaser shall be deemed to have notified the Company that it does not elect to participate. 


 


 






    	 	 	 



     


    

 


If by 5:30 p.m. (New York City time) on the fifth (5th)
Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser to the Company of their willingness to participate
in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Participation
Maximum, then the Company may effect the remaining portion of such Participation Maximum and the balance of the Subsequent Financing on
the terms and with the Persons set forth in the Subsequent Financing Notice. 


 


Notwithstanding anything to the contrary in this Section 4.15 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 tenth
(10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business 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 Subsequent Financing.


 


4.16.
UK Liens. The Company will cause the Guarantor to take all actions and make any required filings in the UK within 5 business days
of the Closing Date to perfect the Purchaser’s first priority security interest in the assets set forth in the Debenture and the
Share Charge. Upon satisfaction of the Secured Obligations ( as defined in the Debenture) in full, at the request of the Purchaser, 
the Company will cause the Guarantor at its expense to take all action necessary
to remove such liens on such assets.


 


MISCELLANEOUS


 


5.1    Termination.
This Agreement may be terminated by the Purchaser, as to such Purchaser’s obligation hereunder by written notice to the other parties,
if the Closing has not been consummated on or before November 30, 2021; provided that no such termination will affect the right of any
party to sue for any breach by the other party (or parties).


 


5.2    Fees.
At the Closing, the Company has agreed to reimburse Purchaser (i) $20,000 for all Purchasers (less any amounts previously received; such
balance may be treated as proceeds advanced and added to the face of the Note) for legal expenses incurred in connection with the transaction,
and (ii) all other reasonable third-party costs and expenses incurred in connection with the due diligence and documentation of the transaction
by the Purchaser (e.g., background checks (to the extent not provided to Purchaser), lien searches and UCC filings, etc. The Company shall
pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the issuance of any Securities.


 


5.3    Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with
respect to such matters, which the parties acknowledge have been incorporated into such documents, exhibits and schedules.


 


5.4    Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via email or facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time)
on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via email or
facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Business Day or later than 5:30
p.m. (New York City time) on any Business Day, (c) the second Business Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices
and communications shall be as set forth on the signature pages attached hereto.


 


5.5   
Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case
of amendments, by the Company, and the Majority Purchaser or, in the case of a waiver, by the party against whom enforcement of any such
waiver is sought. 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 either party to exercise any right hereunder in any manner impair the exercise of any such
right.


 


 






    	 	 	 



     


    

 


5.6   
Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent, and no rules of strict construction will be applied against any party.


 


5.7   Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder. Any Purchaser may assign any or all of its
rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided such transferee agrees
in writing to be bound, with respect to the transferred Securities, by the provisions hereof that apply to such “Purchaser.”


 


5.8    No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 4.09.


 


5.9   Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting
in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in
the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive
all rights to a trial by jury. If the Purchaser shall commence an action or proceeding to enforce any provisions of the Transaction Documents,
then it shall be reimbursed by the Company for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.


 


5.10   
Survival. The representations and warranties contained herein shall survive for a period of 12 months following the Closing, the
delivery of the Securities and the conversion or payment of the Notes.


 


5.11   
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it
being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page or data file
were an original thereof.


 


5.12   
Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.


 


 






    	 	 	 



     


    

 


5.13   Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions
of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the
Company and its Subsidiaries does not timely perform their related obligations within the periods therein provided, then such 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.


 


5.14  
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company and its Subsidiaries shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, 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 and customary and reasonable indemnity, if requested. The applicants for a new certificate
or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement
Securities.


 


5.15  
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of 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 described in the foregoing
sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would
be adequate.


 


5.16  
Payment Set Aside. To the extent that the Company or its Subsidiaries makes a payment or payments to any Purchaser pursuant to
any Transaction Document or a Purchaser 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 the Company, such Subsidiary, a trustee, receiver or
any other person under any law (including, without limitation, 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 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.


 


5.17  
Usury. To the extent it may lawfully do so, the Company and its Subsidiaries 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 any 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 the Company and its Subsidiaries 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 the Company 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 forward, unless such
application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the
Company or any Purchaser to any Purchaser with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied
by the Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess
to be at the Purchaser’s election.


 


5.18   
Liquidated Damages. The Company’s and its Subsidiaries obligations to pay any partial liquidated damages or other amounts
owing under the Transaction Documents is a continuing obligation of the Company and its Subsidiaries 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.


 


 






    	 	 	 



     


    

 


5.15   
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other
Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert
or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be
entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out
of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding
for such purpose. Each Purchaser has been represented by its own separate legal counsel in their review and negotiation of the Transaction
Documents. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the
Company and not because it was required or requested to do so by the Purchasers.


 


5.20    Customer
Identification - USA Patriot Act Notice; OFAC and Bank Secrecy Act. Each Purchaser hereby notifies the Company that pursuant to the
requirements of the Act and such Purchaser’s policies and practices, each Purchaser is required to obtain, verify and record certain
information and documentation that identifies the Company, which information includes the name and addresses of Company and such other
information that will allow the Purchasers to identify the Company in accordance with the Act. In addition, the Company shall (a) ensure
that no person who owns a controlling interest in or otherwise controls the Company is or shall be listed on the Specially Designated
Nationals and Blocked Person List or other similar lists maintained by OFAC, the Department of the Treasury or included in any Executive
Orders, (b) not use or permit the use of the proceeds of the Notes to violate any of the foreign asset control regulations of OFAC or
any enabling statute or Executive Order relating thereto, and (c) comply, and cause any of its Subsidiaries to comply, with all applicable
Bank Secrecy Act (“BSA”) laws and regulations, as amended.


 


 


(Signature Pages Follow)


 






    	 	 	 



     


    

 


 


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


 


GAMING TECHNOLOGIES, INC.


Address for Notice: 


 


Two Summerlin


Las Vegas, NV 89135, USA


Telephone:


Email:


By:____________________________________


Name: Jason Drummond 


Title: CEO


 


 


 


With a copy to (which shall not constitute notice):


 


Sichenzia Ross Ference LLP


1185 Avenue of the Americas, 31st Floor


New York, NY 10036


 


Attn: Barrett S. DiPaolo


Telephone: 212-930-9700


Fax: 212-930-9725


Email: bdipaolo@srf.law  


 


 


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 


 



    	 	 	 



     


    




 


 


[PURCHASER SIGNATURE
PAGES TO COMPANY, SECURITIES PURCHASE AGREEMENT]


 


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 Investing Entity: ________________________________________________________


Signature of Authorized Signatory of Investing Entity: __________________________________


Name of Authorized Signatory: ____________________________________________________


 


Title of Authorized Signatory: _____________________________________________________


Email Address of Authorized Entity:_______________________________________________


 


Address for Notice of Investing Entity:


 


 


 


 


Address for Delivery of Securities for Investing Entity (if not same
as above):


 


 


 


 


 


 


Subscription Amount: $ 


Principal Amount of Notes: $


Warrants: 


 


 


 






    	 	 	 



     


    

 


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