SUBSCRIPTION AGREEMENT


 


This Subscription Agreement (this “Agreement”)
is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in
connection with its investment in the securities of Medical Alarm Concepts Holding, Inc., a Nevada corporation (the “Company”).  The
Company is conducting a private placement (the “Offering”) of 25 units of the Company’s securities (the
“Units”) at a purchase price of $25,000 per Unit (the “Purchase Price”) with each Unit consisting
of (i) $25,000 face amount of 10% original issue discount unsecured convertible notes, in the Form attached hereto as Exhibit A
(the “Notes”), convertible into shares (as converted, the “Note Conversion Shares”) of the
Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a conversion price equal to
$0.01 and (ii) one warrant, in the form attached hereto as Exhibit B (the “Warrant”) to purchase 277,778 shares
(the “Preferred Shares”) of Series C Convertible Preferred Stock, par value $0.0001 per share, at an exercise
price of $0.09 per share. The Preferred Shares are convertible into shares of the Company’s common stock (the “Preferred
Conversion Shares”), with such rights and designations as set forth in the form of Certificate of Designation of Preferences,
Rights and Limitations of Series C Convertible Preferred Stock, attached hereto as Exhibit C (the “Certificate of Designation”).
For purposes of this Agreement, the term “Securities” shall refer to the Notes, the Note Conversion Shares,
the Warrants, the Preferred Shares and the Preferred Conversion Shares.


 


IMPORTANT INVESTOR NOTICES


 


NO OFFERING LITERATURE OR ADVERTISEMENT IN ANY FORM MAY BE RELIED
UPON IN THE OFFERING OF THESE SECURITIES EXCEPT FOR THIS SUBSCRIPTION AGREEMENT AND ANY SUPPLEMENTS HERETO, AND NO PERSON HAS BEEN
AUTHORIZED TO MAKE ANY REPRESENTATIONS EXCEPT THOSE CONTAINED HEREIN.


 


UNTIL SUCH TIME AS A FORM 8-K IS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION DISCLOSING THE TRANSACTIONS CONTEMPLATED HEREBY, THIS AGREEMENT IS CONFIDENTIAL AND THE CONTENTS HEREOF MAY NOT BE REPRODUCED,
DISTRIBUTED OR DIVULGED BY OR TO ANY PERSONS OTHER THAN THE RECIPIENT OR ITS REPRESENTATIVE, ACCOUNTANT OR LEGAL COUNSEL, WITHOUT
THE PRIOR WRITTEN CONSENT OF THE COMPANY.  EACH PERSON WHO ACCEPTS DELIVERY OF THIS AGREEMENT, ACKNOWLEDGES AND AGREES
TO THE FOREGOING RESTRICTIONS.


 


THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION OF AN
OFFER TO ANY PERSON OR IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS UNLAWFUL OR NOT AUTHORIZED.  EACH PERSON
WHO ACCEPTS DELIVERY OF THIS AGREEMENT AGREES TO RETURN IT AND ALL RELATED DOCUMENTS IF SUCH PERSON DOES NOT PURCHASE ANY OF THE
SECURITIES DESCRIBED HEREIN.


 


NEITHER THE DELIVERY OF THIS AGREEMENT AT ANY TIME NOR ANY SALE
OF SECURITIES HEREUNDER SHALL IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.  THE
COMPANY WILL EXTEND TO EACH PROSPECTIVE SUBSCRIBER (AND TO ITS REPRESENTATIVE, ACCOUNTANT OR LEGAL COUNSEL, IF ANY) THE OPPORTUNITY,
PRIOR TO ITS PURCHASE OF UNITS, TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE OFFERING AND TO OBTAIN
ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES THE SAME OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE,
IN ORDER TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH HEREIN.  ALL SUCH ADDITIONAL INFORMATION SHALL ONLY BE PROVIDED
IN WRITING AND IDENTIFIED AS SUCH BY THE COMPANY THROUGH ITS DULY AUTHORIZED OFFICERS AND/OR DIRECTORS ALONE; NO ORAL INFORMATION
OR INFORMATION PROVIDED BY ANY BROKER OR THIRD PARTY MAY BE RELIED UPON.


 


NO REPRESENTATIONS, WARRANTIES OR ASSURANCES OF ANY KIND ARE MADE
OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN, IF ANY, THAT MAY ACCRUE TO AN INVESTOR IN THE COMPANY.


 




    	 	1	 



    


    

FOR RESIDENTS OF ALL STATES


 


THIS OFFERING IS BEING MADE SOLELY TO “ACCREDITED INVESTORS,”
AS SUCH TERM IS DEFINED IN RULE 501 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND WILL BE OFFERED AND SOLD IN
RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(a)(2) THEREUNDER AND REGULATION D (RULE 506) OF THE SECURITIES
ACT AND CORRESPONDING PROVISIONS OF STATE SECURITIES LAWS.


 


THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS, PURSUANT
TO REGISTRATION OR EXEMPTION THEREFROM.  SUBSCRIBERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 


THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SEC, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED
UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS AGREEMENT.  ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.


 


PROSPECTIVE SUBSCRIBERS SHOULD NOT CONSTRUE THE CONTENTS OF THIS
AGREEMENT AS INVESTMENT, LEGAL, BUSINESS, OR TAX ADVICE.  EACH SUBSCRIBER SHOULD CONTACT HIS, HER OR ITS OWN ADVISORS
REGARDING THE APPROPRIATENESS OF THIS INVESTMENT AND THE TAX CONSEQUENCES THEREOF, WHICH MAY DIFFER DEPENDING ON A SUBSCRIBER’S
PARTICULAR FINANCIAL SITUATION.  IN NO EVENT SHOULD THIS AGREEMENT BE DEEMED OR CONSIDERED TO BE TAX ADVICE PROVIDED
BY THE COMPANY.


 


FOR FLORIDA RESIDENTS ONLY


 


THE SECURITIES REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED
BY, THE HOLDER IN A TRANSACTION EXEMPT UNDER § 517.061 OF THE FLORIDA SECURITIES ACT.  THE SECURITIES HAVE NOT BEEN
REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA.  IN ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING
THE PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH SUBSCRIBER TO THE COMPANY, AN AGENT
OF THE COMPANY, OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH SUBSCRIBER,
WHICHEVER OCCURS LATER.


 


1.           SUBSCRIPTION
AND PURCHASE PRICE


 


(a)           Subscription.  Subject
to the conditions set forth in Section 2 hereof, the Subscriber hereby subscribes for and agrees to purchase the number of Units
indicated on page 22 hereof on the terms and conditions described herein.


 


(b)           Purchase
of Units.  The Subscriber understands and acknowledges that the purchase price to be remitted to the Company in exchange
for the Units shall be set at $25,000 per Unit, for an aggregate purchase price as set forth on page 22 hereof (the “Aggregate
Purchase Price”). The Subscriber’s delivery of this Agreement to the Company shall be accompanied by payment for
the Units subscribed for hereunder, payable in United States Dollars, by wire transfer of immediately available funds delivered
to the Company in accordance with the wire instructions set forth on Exhibit D attached hereto. The Subscriber understands and
agrees that, subject to Section 2 and applicable laws, by executing this Agreement, it is entering into a binding agreement.


 


2.           ACCEPTANCE,
OFFERING TERM AND CLOSING PROCEDURES


 




    	 	2	 



    


    

(a)           Acceptance.
Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities
as set forth in this Agreement, the Notes, the Warrant , the Certificate of Designation, the Registration Rights Agreement (as
defined below), the Adams Lockup (as defined below) and any other agreement entered into between the Subscriber and the Company
relating to this subscription (collectively, the "Transaction Documents") to be performed or discharged on or
prior to the Closing in which such Subscriber participates, the Subscriber shall be legally bound to purchase the Units  pursuant
to the terms and conditions set forth in this Agreement.  For the avoidance of doubt, upon the occurrence of the failure
by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as
set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing (as
defined below), the Subscriber may, on or prior to the Closing, at its sole and absolute discretion, elect not to purchase the
Units  and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price.  


 


(b)           Closing.  The
closing of the purchase and sale of the Units hereunder (the “Closing”) shall take place on a Business Day promptly
following the satisfaction of the conditions set forth in Section 6 below, as determined by the Company (the “Closing
Date”). “Business Day” shall mean from the hours of 9:00 a.m. (Eastern Time) through 5:00 p.m. (Eastern Time)
of a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required
to be closed. The Units purchased by the Subscriber will be delivered by the Company promptly following the Closing Date . Officers,
directors and affiliates of the Company and the placement agents, if any, may purchase Units in the Offering.


 


(c)           Following
Acceptance or Rejection.  The Subscriber acknowledges and agrees that this Agreement and any other documents delivered
in connection herewith will be held by the Company. Prior to the Company’s execution, in the event that this Agreement is
not accepted by the Company for whatever reason, which the Company expressly reserves the right to do, this Agreement, the Aggregate
Purchase Price received (without interest thereon) and any other documents delivered in connection herewith will be returned to
the Subscriber at the address of the Subscriber as set forth in this Agreement. If this Agreement is accepted by the Company, the
Company is entitled to treat the Aggregate Purchase Price received as an interest free loan to the Company until such time as the
Subscription is accepted.


 


(d)           Reserved.  


 


(e)           Extraordinary
Events Regarding Common Stock.  In the event that the Company shall (a) issue additional shares of Common Stock
as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or
(c) combine its outstanding shares of the Common Stock into a smaller number of shares of Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase
Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such
event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and
the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted
in the same manner upon the happening of any successive event or events described herein. The number of Units that the Subscriber
shall thereafter be entitled to receive (including number of shares of Note Conversion Shares, or Preferred Shares or Preferred
Conversion Shares the Subscriber may thereafter be entitled to receive upon conversion of the Notes or exercise of the Warrants,
as the case may be) shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise
(but for the provisions of this Section) be issuable on such conversion or exercise by a fraction of which (a) the numerator is
the Purchase Price that would otherwise (but for the provisions of this Section) be in effect, and (b) the denominator is the Purchase
Price then in effect.


 


(f)           Certificate
as to Adjustments.  In each case of any adjustment or readjustment in (i) the Notes, (ii) the number of Note Conversion
Shares issuable upon conversion of the Notes (iii) the number of Preferred Shares issuable upon the exercise of the Warrants, (iv)
the number of Preferred Conversion Shares issuable upon conversion of the Preferred Shares, (v) the exercise price of the Warrants
and/or (v) the conversion price of the Notes or Preferred Shares, the Company, at its expense, will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms hereof and of the
Note or the Warrant, as applicable, and prepare a certificate setting forth such adjustment or readjustment and




    	 	3	 



    


    

showing in detail the facts upon which such adjustment or readjustment
is based. The Company will forthwith mail a copy of each such certificate to the Subscriber. To the extent any such certificate
contains material non-public information, the Company shall, no later than the first Business Day after the date of delivery of
such certificate to the Subscriber, include such material non-public information in a Current Report on Form 8-K filed with the
United States Securities and Exchange Commission (the “SEC”).  From and after the filing of such Form
8-K, the Company shall have disclosed all material non-public information (if any) delivered to the Subscriber by the Company or
any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions
described in such certificate.


 


3.           THE
SUBSCRIBER’S REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Each Subscriber, severally and not jointly,
hereby acknowledges, agrees with and represents, warrants and covenants to the Company, as follows:


 


(a)           The
Subscriber has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized,
if applicable, and this Agreement constitutes a valid and legally binding obligation of the Subscriber, except as may be limited
by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement
of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or law).


 


(b)           The
Subscriber acknowledges its understanding that the Offering and sale of the Securities is intended to be exempt from registration
under the Securities Act, by virtue of Section 4(a)(2) of the Securities Act and the provisions of Regulation D promulgated thereunder
(“Regulation D”).  In furtherance thereof, the Subscriber represents and warrants to the Company and
its affiliates as follows:


 


(i)           The
Subscriber realizes that the basis for the exemption from registration may not be available if, notwithstanding the Subscriber’s
representations contained herein, the Subscriber is merely acquiring the Securities for a fixed or determinable period in the future,
or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intention.


 


(ii)           The
Subscriber realizes that the basis for exemption would not be available if the Offering is part of a plan or scheme to evade registration
provisions of the Securities Act or any applicable state or federal securities laws, except sales pursuant to a registration statement
or sales that are exempted under the Securities Act.


 


(iii)           The
Subscriber is acquiring the Securities solely for the Subscriber’s own beneficial account, for investment purposes, and not
with a view towards, or resale in connection with, any distribution of the Securities.


 


(iv)           The
Subscriber has the financial ability to bear the economic risk of the Subscriber’s investment, has adequate means for providing
for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company.


 


(v)           The
Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively,
the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of a prospective investment in the Securities. If other than an individual, the Subscriber also represents
it has not been organized solely for the purpose of acquiring the Securities.


 


(vi)           The
Subscriber (together with its Advisors, if any) has received all documents requested by the Subscriber, if any, and has carefully
reviewed them and understands the information contained therein, prior to the execution of this Agreement.


 


(c)           The
Subscriber is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax,
economic and related considerations involved in this investment. The Subscriber has relied on the advice of, or has consulted with,
only its Advisors. Each Advisor, if any, has disclosed to the Subscriber in writing (a copy of which is annexed to this Agreement)
the specific details of any and all past,




    	 	4	 



    


    

present or future relationships, actual or contemplated, between
the Advisor and the Company or any affiliate or sub-agent thereof.


 


(d)           The
Subscriber has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands
that the Securities are a speculative investment that involves a high degree of risk of loss of the Subscriber’s entire investment.
Among other things, the Subscriber has carefully considered each of the risks described under the heading “Risk Factors”
and “Forward Looking Statements” in the Company’s SEC Filings (as defined below) and any additional disclosures
in the nature of Risk Factors described herein.


 


 (e)           The
Subscriber will not sell or otherwise transfer any Securities without registration under the Securities Act or an exemption therefrom,
and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons,
the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot
be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under
the applicable securities laws of such states, or an exemption from such registration is available.  In particular, the
Subscriber is aware that the Securities are “restricted securities,” as such term is defined in Rule 144 promulgated
under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions
of Rule 144 are met. The Subscriber also understands that the Company is under no obligation to register the Securities on behalf
of the Subscriber or to assist the Subscriber in complying with any exemption from registration under the Securities Act or applicable
state securities laws. The Subscriber understands that any sales or transfers of the Securities are further restricted by state
securities laws and the provisions of this Agreement.


 


(f)           No
oral or written representations or warranties have been made, or information furnished, to the Subscriber or its Advisors, if any,
by the Company or any of its officers, employees, agents, sub-agents, affiliates, advisors or subsidiaries in connection with the
Offering, other than any representations of the Company contained herein, and in subscribing for the Units the Subscriber is not
relying upon any representations other than those contained herein.


 


(g)           The
Subscriber’s overall commitment to investments that are not readily marketable is not disproportionate to the Subscriber’s
net worth, and an investment in the Securities will not cause such overall commitment to become excessive.


 


(h)           The
Subscriber understands and agrees that the certificates for the Securities shall bear substantially the following legend:


 


“[NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER
(IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.”


 


 (i)           Certificates
evidencing Securities shall not be required to contain the legend set forth in Section 3(h) above or any other legend (i)
while a registration statement covering the resale of such Securities is effective under the Securities Act, (ii) following any
sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Securities
are eligible to be sold, assigned or transferred under Rule 144 and the Subscriber is not an affiliate of the Company (provided
that the Subscriber provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer
under Rule 144 which shall not include an opinion of the Subscriber’s counsel), (iv) in connection with a sale, assignment
or other




    	 	5	 



    


    

transfer (other than under Rule 144), provided that the Subscriber
provides the Company with an opinion of counsel (at the expense of the Company), in a  form generally acceptable to the
Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable
requirements of the Securities Act or (v) if such legend is not required under applicable requirements of the Securities Act (including,
without limitation, controlling judicial interpretations and pronouncements issued by the SEC).  If a legend is not required
pursuant to the foregoing, the Company shall no later than three (3) business days following the delivery by the Subscriber to
the Company or the transfer agent (with notice to the Company) of a legended certificate representing such Securities (endorsed
or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer,
if applicable), together with any other deliveries from the Subscriber as may be required above in this Section 3(i), as directed
by the Subscriber, either:  (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated
Securities Transfer Program and such Securities are Note Conversion Shares or Preferred Conversion Shares, credit the aggregate
number of shares of Common Stock to which the Subscriber shall be entitled to the Subscriber’s or its designee’s balance
account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating
in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the Subscriber, a
certificate representing such Securities that is free from all restrictive and other legends, registered in the name of the Subscriber
or its designee.  The Company shall be responsible for any transfer agent fees or DTC fees with respect to any issuance
of Securities or the removal of any legends with respect to any Securities in accordance herewith.


 


(j)           Neither
the SEC nor any state securities commission has approved the Securities or passed upon or endorsed the merits of the Offering.
There is no government or other insurance covering any of the Securities.


 


(k)           The
Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or
persons acting on behalf of the Company concerning the Offering and the business, financial condition, results of operations and
prospects of the Company, and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors,
if any.


 


 (l)        (i)           In
making the decision to invest in the Securities the Subscriber has relied solely upon the information provided by the Company in
the Transaction Documents.  To the extent necessary, the Subscriber has retained, at its own expense, and relied upon
appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase
of the Securities hereunder.  The Subscriber disclaims reliance on any statements made or information provided by any
person or entity in the course of Subscriber’s consideration of an investment in the Securities other than the Transaction
Documents.


 


(ii)           The
Subscriber represents and warrants that: (i) the Subscriber was contacted regarding the sale of the Securities by the Company (or
an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship  and
(ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection
therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in
a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available;
or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general
advertising; or (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company
was described and as a result learned of any offering of securities by the Company.


 


(m)           The
Subscriber has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or
the like relating to this Agreement or the transactions contemplated hereby.


 


(n)           The
Subscriber is not relying on the Company or any of its employees, agents, or advisors with respect to the legal, tax, economic
and related considerations of an investment in the Securities, and the Subscriber has relied on the advice of, or has consulted
with, only its own Advisors.


 


(o)           The
Subscriber acknowledges that any estimates or forward-looking statements or projections furnished by the Company to the Subscriber
were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking
statements cannot be guaranteed by the Company or its management and should not be relied upon.




    	 	6	 



    


    

 


(p)           No
oral or written representations have been made, or oral or written information furnished, to the Subscriber or its Advisors, if
any, in connection with the Offering that are in any way inconsistent with the information contained herein.


 


(q)           (For
ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed of
and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan
assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification
of plan assets and impose other fiduciary responsibilities. The Subscriber or Plan fiduciary (i) is responsible for the decision
to invest in the Company; (ii) is independent of the Company and any of its affiliates; (iii) is qualified to make such investment
decision; and (iv) in making such decision, the Subscriber or Plan fiduciary has not relied primarily on any advice or recommendation
of the Company or any of its affiliates.


 


(r)           This
Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and
agrees that the Company reserves the right to reject any subscription for any reason.


 


(s)           The
Subscriber is an “Accredited Investor” as defined in Rule 501(a) under the Securities Act. In general, an “Accredited
Investor” is deemed to be an institution with assets in excess of $5,000,000 or individuals with a net worth in excess of
$1,000,000 (excluding such person’s residence) or annual income exceeding $200,000 or $300,000 jointly with his or her spouse.


 


(t)           The
Subscriber, 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 Offering, and has so evaluated the merits and risks
of such investment. The Subscriber has not authorized any person or entity to act as its Purchaser Representative (as that term
is defined in Regulation D of the General Rules and Regulations under the Securities Act) in connection with the Offering. The
Subscriber 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.


 


4.           THE
COMPANY’S REPRESENTATIONS, WARRANTIES AND COVENANTS


 


The Company hereby acknowledges, agrees with
and represents, warrants and covenants to each Subscriber as of the date hereof and as of the Closing Date, except as set forth
in the disclosure schedule attached hereto (the “Company Disclosure Schedule”, which Company Disclosure Schedules
shall be deemed a part hereof and shall qualify any representation made herein only to the extent of the disclosure contained in
the corresponding section of the Disclosure Schedules, as follows:


 


(a) Organization and Qualification.  The
Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation.  The
Company is duly qualified to do business, and is in good standing in the states required due to (a) the ownership or lease of real
or personal property for use in the operation of the Company's business or (b) the nature of the business conducted by the Company,
except where the failure to so qualify would not, individually or in the aggregate, have a Material Adverse Effect.  The
Company has all requisite power, right and authority to own, operate and lease its properties and assets, to carry on its business
as now conducted, to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which
it is a party, and to carry out the transactions contemplated hereby and thereby, subject to the Required Approvals.  All
actions on the part of the Company and its officers and directors necessary for the authorization, execution, delivery and performance
of this Agreement and the other Transaction Documents, the consummation of the transactions contemplated hereby and thereby, and
the performance of all of the Company's obligations under this Agreement and the other Transaction Documents have been taken or
will be taken prior to the Closing.  This Agreement has been, and the other Transaction Documents to which the Company
is a party on the Closing will be, duly executed and delivered by the Company, and this Agreement is, and each of the other Transaction
Documents to which it is a party on the Closing will be, a legal, valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar
laws of general application relating to or affecting the




    	 	7	 



    


    

enforcement of rights of creditors, and except as enforceability
of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or law).


 


(b)           Issuance
of Securities.  The Securities to be issued to the Subscriber pursuant to this Agreement and the applicable Transaction
Documents, when issued and delivered in accordance with the terms of this Agreement and the applicable Transaction Documents, will
be duly and validly issued and will be fully paid and non-assessable and the Preferred Shares, Preferred Conversion Shares and
the Note Conversion Shares, when issued and delivered in accordance with Warrant, the Certificate of Designation and the Note,
as applicable, and assuming proper payment (with respect to the Preferred Shares) and exercise or conversion in accordance with
the provisions of such documents, will be duly and validly issued and will be fully paid and non-assessable.


 


(c)           Authorization;
Enforcement.  Except as set forth in Schedule 4(c), the execution, delivery and performance of this Agreement and
the other Transaction Documents by the Company, and the consummation of the transactions contemplated hereby and thereby, will
not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of any law or
any judgment, decree, order, regulation or rule of any court, agency or other governmental authority applicable to the Company,
(b) except as set forth in Section 4(d) below, require any consent, approval or authorization of, or declaration, filing or registration
with, any person, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration
or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease,
note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which
any assets of the Company are subject, (d) result in the creation of any lien or encumbrance upon the assets of the Company, or
upon any shares of Common Stock, preferred stock or other securities of the Company, (e) conflict with or result in a breach of
or constitute a default under any provision of the articles of incorporation or bylaws of the Company, or (f) invalidate or adversely
affect any permit, license, authorization or status used in the conduct of the business of the Company.


 


(d)           Filings,
Consents and Approvals.  The Company is not required to obtain any consent, waiver, authorization or order of, give
any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority
or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than:
(i) the filing of Form D with the SEC and such filings as are required to be made under applicable state securities laws, (ii)
obtaining shareholder approval of the Amended and Restated Charter (as defined below), (iii) the filing of the Certificate of Designation
with the Secretary of State of Nevada or (iv) as set forth on Schedule 4(d) (collectively, the “Required Approvals”).


 


 


(e)           SEC
Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through
the EDGAR system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period
(collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference.  The
SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment
was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations
thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together
with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively,
the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings,
and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the
Subsidiaries.


 


(f)           No
Financial Advisor.  The Company acknowledges and agrees that each Subscriber is acting solely in the capacity of
an arm’s length purchaser with respect to the Securities and the transactions contemplated hereby. The Company further acknowledges
that Subscriber is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this
Agreement and the transactions contemplated hereby and any advice given by any Subscriber or any of its representatives or agents
in connection with this Agreement and the transactions contemplated hereby is merely incidental to such Subscriber’s purchase
of the Securities. The Company




    	 	8	 



    


    

further represents to each Subscriber that the Company’s decision
to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the
Company and its representatives.


 


(g)           Indemnification.  The
Company will indemnify and hold harmless each Subscriber and, where applicable, its directors, officers, employees, agents, advisors
and shareholders (each, an “Indemnitee”, from and against any and all loss, liability, claim, damage and expense
whatsoever (including, but not  limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating,
preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened)
(the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to
(i) any misrepresentation or breach of any representation or warranty made by the Company or any Subsidiary in any of the Transaction
Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction
Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including
for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee
that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents,
(B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of
the Securities, or (C) the status of such Subscriber or holder of the Securities either as an investor in the Company pursuant
to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as
a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief).   To the
extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.


 


(h)           Capitalization
and Additional Issuances.  The capitalization of the Company is as set forth in Schedule 4 (h). Except
as set forth in Schedule 4 (h), the Company has not issued any capital stock since its most recently filed periodic report
under the Exchange Act.  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 disclosed on Schedule
4 (h), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any
right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which
the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock equivalents. Except
as set forth on Schedule 4 (h), the issuance and sale of the Securities will not obligate the Company to issue shares of
Common Stock or other securities to any Person (other than the Subscribers) and will not result in a right of any holder of Company
securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares
of capital stock of the Company are duly authorized, 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.  Except for shareholder approval of the Amended and
Restated Charter, no further approval or authorization of any stockholder, the Board of Directors 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 the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between
or among any of the Company’s stockholders.


 


(i)           Private
Placements.  Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section
3, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Subscribers
as contemplated hereby.


 


(j)           Investment
Company.  The Company is not, and is not an affiliate of, and immediately after receipt of payment for the Units
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 shall conduct its business in a manner so that it will not become subject to the Investment
Company Act.


 


(k)           Reporting
Company/Shell Company Status.  The Company is a publicly-held company subject to reporting obligations pursuant to
Sections 12(g) and 13 of the Exchange Act.  Pursuant to the provisions of the Exchange Act, the Company has timely filed
all reports and other materials required to be filed by the Company




    	 	9	 



    


    

thereunder with the SEC during the preceding twelve months.  The
Company, as of the Closing Date, is not a “shell company”, as that term is employed in Rule 144 under the Securities
Act.  Except as set forth on Schedule 4(k), the Company is in full compliance with the continued listing standards of
the OTCPink Marketplace, and has no reason to believe that it will not in the foreseeable future continue to be in compliance with
all such listing and maintenance requirements.


 


(l)           Litigation.  Except
as set forth on Schedule 4 (l), there is no action, suit, proceeding, inquiry or investigation before or by the Trading
Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of
the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s
or its Subsidiaries’ officers or directors which is outside of the ordinary course of business or individually or in the
aggregate material to the Company or any of its Subsidiaries.  No director, officer or employee of the Company or any of its
Subsidiaries has willfully violated 18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation of litigation. 
Without limitation of the foregoing, there has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the
Company or any of its Subsidiaries.  The SEC has not issued any stop order or other order suspending the effectiveness of
any registration statement filed by the Company under the Securities Act or the Exchange Act.  “Governmental
Entity” means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature,
federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including
any governmental agency, branch, department, official, or entity and any court or other tribunal), multi-national organization
or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory,
or taxing authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned
or controlled by a government or a public international organization or any of the foregoing.  “Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:
the NYSE MKT, The NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global Select Market, the New York Stock Exchange,
OTCQB, OTCQX, OTCPink Marketplace or the OTC Bulletin Board (or any successors to any of the foregoing).


 


(m)           Employee
Relations.  Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or
employs any member of a union.  The Company believes that its and its Subsidiaries’ relations with their respective
employees are good.  The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws and
regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and
hours, except as disclosed in Schedule 4(m) or where failure to be in compliance would not, either individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.  “Material Adverse Effect” means any
material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition
(financial or otherwise) or prospects of the Company or any Subsidiary, individually or taken as a whole, (ii) the transactions
contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its
Subsidiaries to perform any of their respective obligations under any of the Transaction Documents. 


 


(n)           Tax
Status.  The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income
and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all
taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,
reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably
adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. 
There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers
of the Company and its Subsidiaries know of no basis for any such claim.  The Company is not operated in such a manner as
to qualify as a passive foreign investment company, as defined in Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.


 


(o)           Indebtedness
and Other Contracts.  Except as set forth on Schedule 4(o) annexed hereto, neither the Company nor any of
its Subsidiaries, (i) has any outstanding Indebtedness (as defined below), (ii) is a party to any contract, agreement or instrument,
the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably
be expected to result in a Material Adverse Effect, (iii) is in violation of any term of, or in default under, any contract, agreement
or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the
aggregate, in a Material Adverse




    	 	10	 



    


    

Effect, or (iv) is a party to any contract, agreement or instrument
relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to
have a Material Adverse Effect.  For purposes of this Agreement:  (x) “Indebtedness” of any Person
means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred
purchase price of property or services (including, without limitation, “capital leases” in accordance with generally
accepted accounting principles) (other than trade payables entered into in the ordinary course of business), (C) all reimbursement
or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced
by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention
agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness
(even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession
or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with generally
accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all
indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any mortgage, claim, lien, tax, right of first refusal, pledge, charge, security
interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even
though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and
(H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through
(G) above; (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent
or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary
purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee
of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with,
or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; and (z) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and any Governmental Entity or any department or agency thereof.


 


(p)           No
Undisclosed Events, Liabilities, Developments or Circumstances.  Since the date of the latest audited financial statements
included within the SEC Filings, except as specifically disclosed in a subsequent SEC Filing: (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) the Company has not
incurred any material 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
financial statements pursuant to GAAP or disclosed in filings made with the SEC, (iii) the Company has not altered its method of
accounting, (iv) the Company 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) except as set forth
on Schedule 4(h), the Company has not issued any equity securities to any officer, director or Affiliate. The Company does
not have pending before the SEC any request for confidential treatment of information.  Except for the issuance of the
Securities contemplated by this Agreement or as set forth on Schedule 4 (p), no event, liability, fact, circumstance, occurrence
or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries
or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by
the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly
disclosed at least two trading days prior to the date that this representation is made.


 


(q)           No
Additional Agreements.  Neither the Company nor any of its Subsidiaries has any agreement or understanding with any
Subscriber with respect to the transactions contemplated by the Transaction Documents other than pursuant to documents substantially
identical to the Transaction Documents.


 


(r)           No
Disqualification Events.


 


To the Company’s knowledge, none of the
Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating
in the offering contemplated hereby, any beneficial owner of 20% or more of the Company's 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




    	 	11	 



    


    

Company in any capacity at the time of sale (each, an “Issuer
Covered Person”) 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 has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification
Event.


 


(s)           General
Solicitation.


 


None of the Company, any of its affiliates (as
defined in Rule 501(b) under the Securities Act) or any person acting on behalf of the Company or such affiliate will solicit any
offer to buy or offer or sell the Securities by means of any form of general solicitation or general advertising within the meaning
of Regulation D, including:  (i) any advertisement, article, notice or other communication published in any newspaper,
magazine or similar medium or broadcast over television or radio; and (ii) any seminar or meeting whose attendees have been invited
by any general solicitation or general advertising.


 


(t)           Compliance.  To
the Company’s knowledge, 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 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 judgment,
decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule,
ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws
relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor
matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(u)        Regulatory
Permits.  The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC
Filings, except where the failure to possess such permits could not 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.


 


(v)             Title
to Assets.  The Company and the Subsidiaries have good and marketable title in fee simple to all real property (if
any) owned by them 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 for (i) 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 (ii) liens for the payment of federal, state or other taxes, for which appropriate reserves have been made
in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties.  Any real property
and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases
with which the Company and the Subsidiaries are in compliance.


 


(w)   Intellectual
Property.


 


   1.           The
term “Intellectual Property Rights” includes:


 


(a)           the
name of the Company and each Subsidiary, all fictional business names, trading names, registered and unregistered trademarks, service
marks, and applications of the Company and each Subsidiary (collectively, “Marks'');


 


(b)           all
patents, patent applications, and inventions and discoveries that may be patentable of the Company and each Subsidiary  (collectively,
“Patents'');


 


(c)           all
copyrights in both published works and published works of the Company and each Subsidiary (collectively, “Copyrights”);




    	 	12	 



    


    

 


(d)           all
rights in mask works of the Company and each Subsidiary (collectively, “Rights in Mask Works''); and


 


(e)           all
know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans,
drawings, and blue prints (collectively, “Trade Secrets''); owned, used, or licensed by the Company and each Subsidiary
as licensee or licensor.


 


2.           Know-How
Necessary for the Business.  The Intellectual Property Rights are all those necessary for the operation of the Company’s
businesses as it is currently conducted or as represented, in writing, to the Subscriber to be conducted. The Company is the owner
of all right, title, and interest in and to each of the Intellectual Property Rights, free and clear of all liens, security interests,
charges, encumbrances, equities, and other adverse claims, and has the right to use all of the Intellectual Property Rights.  To
the Company’s knowledge, no employee of the Company has entered into any contract that restricts or limits in any way the
scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information
concerning his work to anyone other than of the Company.


 


3.           Patents.
The Company is the owner of all right, title and interest in and to each of the Patents, free and clear of all liens and other
adverse claims, purchase price payments, or license agreements now or hereafter existing).


 


4.           Trademarks.
The Company is the owner of all right, title, and interest in and to each of the Marks, free and clear of all liens and other adverse
claims.  All Marks that have been registered with the United States Patent and Trademark Office are currently in compliance
with all formal legal requirements (including the timely post-registration filing of affidavits of use and incontestability and
renewal applications), are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within
ninety days after the Closing Date.


 


5.           Copyrights.
The Company is the owner of all right, title, and interest in and to each of the Copyrights, free and clear of all liens and other
adverse claims.  All the Copyrights have been registered and are currently in compliance with formal requirements, are
valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after the
date of the Closing.


 


6.           Trade
Secrets. With respect to each Trade Secret, the documentation relating to such Trade Secret is current, accurate, and sufficient
in detail and content to identify and explain it and to allow its full and proper use without reliance on the knowledge or memory
of any individual. The Company has taken all reasonable precautions to protect the secrecy, confidentiality, and value of its Trade
Secrets.  The Company has good title and an absolute (but not necessarily exclusive) right to use the Trade Secrets.
The Trade Secrets are not part of the public knowledge or literature, and, to the Company’s knowledge, have not been used,
divulged, or appropriated either for the benefit of any Person (other the Company) or to the detriment of the Company. No Trade
Secret is subject to any adverse claim or has been challenged or threatened in any way.


 


(x)           Stock
Option Plans. Since inception, each stock option granted by the Company under any stock option plan was granted (i) in accordance
with the terms of such stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common
Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under any
stock option plan has been backdated.  The Company has not knowingly granted, and there is no and has been no Company
policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with,
the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results
or prospects.


 


(y)           Office
of Foreign Assets Control.  Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director,
officer, agent, employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”).


 


(z)           Listing
and Maintenance Requirements.   The Common Stock is quoted on the OTCPink Marketplace under the symbol MDHI.  Except
as set forth on Schedule 4(z), the Company has not, in the twenty-




    	 	13	 



    


    

four (24) months preceding the date hereof, received notice from
any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Trading Market.


 


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


 


(bb)           Money
Laundering.  The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
in all material respects with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively,
the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending
or, to the knowledge of the Company or any Subsidiary, threatened


 


(cc)           Acknowledgment
Regarding Subscriber’s Trading Activity.  Anything in this Agreement or elsewhere herein to the contrary notwithstanding,
it is understood and acknowledged by the Company that: (i) none of the Subscribers has been asked by the Company to agree, nor
has any Subscriber agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative”
securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open
market or other transactions by any Subscriber, specifically including, without limitation, Short Sales or “derivative”
transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price
of the Company’s publicly-traded securities, (iii) any Subscriber, and counter-parties in “derivative” transactions
to which any such Subscriber is a party, directly or indirectly, may presently have a “short” position in the Common
Stock and (iv) each Subscriber shall not be deemed to have any affiliation with or control over any arm’s length counter-party
in any “derivative” transaction.  The Company further understands and acknowledges that (y) one or more Subscribers
may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation,
during the periods that the value of the Underlying Shares deliverable with respect to Securities are being determined, and (z)
such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after
the time that the hedging activities are being conducted.  The Company acknowledges that such aforementioned hedging activities
do not constitute a breach of any of the Transaction Documents.  There are no disagreements of any kind presently existing,
or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed
by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s
ability to perform any of its obligations under any of the Transaction Documents.


 


(dd)           Acknowledgment
Regarding Subscribers’ Purchase of Securities.  The Company acknowledges and agrees that each of the Subscribers
is acting solely in the capacity of an arm’s length Subscriber with respect to the Transaction Documents and the transactions
contemplated thereby.  The Company further acknowledges that no Subscriber is acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby
and any advice given by any Subscriber or any of their respective representatives or agents in connection with the Transaction
Documents and the transactions contemplated thereby is merely incidental to the Subscribers’ purchase of the Securities.  The
Company further represents to each Subscriber that the Company’s decision to enter into this Agreement and the other Transaction
Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 


(ee)           No
Integrated Offering. Assuming the accuracy of the Subscribers’ representations and warranties set forth in Section 3,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Securities to be integrated with prior offerings by the Company for purposes of: (i) the Securities Act which would require
the registration of any such securities under the




    	 	14	 



    


    

Securities Act, or (ii) any applicable shareholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated.


 


(ff)           Application
of Takeover Protections.  The Company and the Board of Directors will have taken as of the Closing Date 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 articles of incorporation
(or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscribers
as a result of the Subscribers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents,
including without limitation as a result of the Company’s issuance of the Securities and the Subscribers’ ownership
of the Securities.


 


(gg)           Registration
Rights.  Other than as set forth on Schedule 4(gg), no Person other than the Subscribers herein has any right
to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or
any Subsidiary.


 


(hh)           Certain
Fees.  Except as disclosed on Schedule 4(hh), no brokerage, finder’s fees, commissions or due diligence
fees are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement
agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.  The
Subscribers shall have no obligation with respect to any such fees or with respect to any claims made by or on behalf of other
Persons for fees of a type contemplated in this Section 4(hh) that may be due in connection with the transactions contemplated
by the Transaction Documents.


 


(ii)           Sarbanes-Oxley;
Internal Accounting Controls.  The Company and the Subsidiaries are in material compliance with any and all applicable
requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations
promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date.  Except
as set forth on Schedule 4(ii), 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. Except as disclosed in the SEC Filings, the Company and the Subsidiaries have established
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries
and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the
reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the Commission’s rules and forms.  The Company’s certifying officers have evaluated the effectiveness
of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently
filed periodic report under the Exchange Act (such date, the “Evaluation Date”).  The Company presented
in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness
of the disclosure controls and procedures based on their evaluations as of the Evaluation Date.  Since the Evaluation
Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act)
of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the  internal
control over financial reporting of the Company and its Subsidiaries.


 


(jj)           Transactions
With Affiliates and Employees.  Except as set forth on Schedule 4(jj), none of the officers or directors of
the Company or any Subsidiary and, to the knowledge of the Company, 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, providing for the borrowing of money from or lending of money to or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case
in excess of $50,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses
incurred on behalf of the Company and (iii) other employee benefits,




    	 	15	 



    


    

including stock option agreements under any stock option plan of
the Company except as disclosed on Schedule 4(jj).


 


(kk)           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, including, but
not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount.  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.


 


(ll)           
Disclosure.


 


The Company confirms that neither it nor any
other Person acting on its behalf has provided any of the Subscribers or their agents or counsel with any information that constitutes
or could reasonably be expected to constitute material, non-public information regarding the Company or any of its Subsidiaries,
other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands
and confirms that each of the Subscribers will rely on the foregoing representations in effecting transactions in securities of
the Company. All disclosure provided to the Subscribers regarding the Company and its Subsidiaries, their businesses and the transactions
contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries
is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.  No
event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their
business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which,
under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company
but which has not been so publicly disclosed. The Company acknowledges and agrees that no Subscriber makes or has made any representations
or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.


 


(mm)           Survival.  The
foregoing representations and warranties shall survive the Closing.


 


5.           OTHER
AGREEMENTS OF THE PARTIES


 


(a)           Furnishing
of Information.  As long as any Subscriber owns Securities, the Company covenants to timely file (or obtain extensions
in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date
hereof pursuant to the Exchange Act.  As long as any Subscriber owns Securities, if the Company is not required to file
reports pursuant to the Exchange Act, it will prepare and furnish to the Subscribers and make publicly available in accordance
with Rule 144(c) under the Securities Act such information as is required for the Subscribers 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, at the sole cost and expense of the Company including transfer agent and legal opinion fees and expenses, 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 proved by Rule 144 under the Securities Act.


 


(b)           Shareholder
Rights Plan.  No claim will be made or enforced by the Company or, to the knowledge of the Company, any other person
that any Subscriber is an “Acquiring Person” under any shareholder rights plan or similar plan or arrangement in effect
or hereafter adopted by the Company, or that any Subscriber could be deemed to trigger the provisions of any such plan or arrangement,
by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Subscribers.


 


(c)           Securities
Laws Disclosure; Publicity.  The Company shall by 8:30 a.m. (New York City time) (a) on the first Business Day after
this Agreement has been executed, file a Current Report on Form 8-K with the SEC (the “8-K Filing”), including
the Transaction Documents as exhibits thereto.  From and after the issuance of the 8-K Filing, the Company shall have
publicly disclosed all material, non-public information delivered to any of the Subscribers by the Company or any of its Subsidiaries,
or any of their respective officers, directors, employees or




    	 	16	 



    


    

agents.  The Company and each Subscriber shall consult
with each other in issuing any press releases with respect to the transactions contemplated hereby, and no Subscriber shall issue
any such press release or otherwise make any such public statement without the prior consent of the Company, which consent shall
not unreasonably be withheld.  Notwithstanding the foregoing, the Company shall not publicly disclose the name of any
Subscriber, or include the name of any Subscriber in any filing with the SEC or any regulatory agency, without the prior written
consent of such Subscriber, except to the extent such disclosure is required by law or in connection with the Registration Rights
Agreement, in which case the Company shall provide the Subscribers with prior notice of such disclosure.  The Company
understands that any such disclosure shall cause irreparable harm and each Subscriber shall be entitled to injunctive relief and
liquidated damages in connection therewith.


 


(d)           Integration.  The
Company shall not, and shall use its best efforts to ensure that no affiliate of the Company shall, after the date hereof, sell,
offer for sale or solicit offers to buy or otherwise negotiate in respect of any security that would be integrated with the offer
or sale of the Units in a manner that would require the registration under the Securities Act of the sale of the Units to the Subscribers.


 


(e)           Amended
and Restated Charter and Reservation of Securities. Within forty-five days from the Closing Date, the Board of Directors shall
approve the Amended and Restated Articles of Incorporation, substantially in the form attached hereto as Exhibit E (the “Amended
and Restated Charter”), solicit shareholder approval of the Amended and Restated Charter, and file such Amended and Restated
Charter with the Secretary of State of Nevada. Following adoption of the Amended and Restated Charter, the Company shall maintain
a reserve from its duly authorized shares of Common Stock and Preferred Stock for issuance pursuant to the Transaction Documents
in such amount as may be required to fulfill its obligations in full under the Transaction Documents, but not less than 125% of
the maximum number of shares of Common Stock and Preferred Stock issuable pursuant to the Transaction Documents (the “Required
Minimum”). If, on any date following adoption of the Amended and Restated Charter, the number of authorized but unissued
(and otherwise unreserved) shares of Common Stock or Preferred Stock is less than the Required Minimum on such date, then the Board
of Directors shall approve the amendment of the Company’s Articles of Incorporation to increase the number of authorized
but unissued shares of Common Stock or Preferred Stock, as applicable, to at least the Required Minimum and submit such amendment
to the Company’s stockholders for approval, as soon as possible and in any event not later than the 60th
day after such date.


 


(f)           Use
of Proceeds.  The Company anticipates using the gross proceeds from the Offering as set forth on Exhibit F
or as otherwise agreed to be the lead investor set forth on Exhibit G, attached hereto (the “Lead Investor”.


 


(g)           
Non-Public Information.  Except with respect to the material terms and conditions of the transactions contemplated
by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will
provide any Subscriber or its agents or counsel with any information that the Company believes constitutes or could constitute
material non-public information, and each Subscriber agrees, and shall direct its agents and counsel not to, request any material
non-public information from the Company or any Person acting on its behalf, unless prior thereto such Subscriber shall have executed
a written agreement with the Company regarding the willingness to accept receipt of such material non-public information and acknowledges
the confidentiality and use of such information and the Company’s covenant to file a further SEC filing or report and the
period in which such information shall remain confidential or be required to not be disclosed.  The Company understands
and confirms that each Subscriber shall be relying on the foregoing covenant in effecting transactions in securities of the Company.
In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality
or similar obligations under any agreement, whether written or oral, between the Company and any of its Subsidiaries or any of
their respective officers, directors, affiliates, employees or agents, on the one hand, and the Subscriber or any of its affiliates
on the other hand, shall terminate.


 


(h)           Limitations
on Issuances and Financings.  For as long as the Lead Investor holds Securities, for the period beginning on the
Closing Date and ending on the eighteen (18) month anniversary thereof the Company shall not issue any Common Stock or securities
convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person
or entity or incur any financing debt, without the express written consent of the Lead Investor. For the period beginning on the
Closing Date and ending on  twenty-four (24) month anniversary thereof,  the Company shall not issue to employees,
directors, officers or




    	 	17	 



    


    

consultants any Common Stock or securities convertible into or exercisable
for shares of Common Stock (or modify any of the foregoing which may be outstanding).


 


(i)           Stock
Issuance to Officer and Director.  Upon filing of the Amended and Restated Charter with the Secretary of State of
the State of Nevada, the Company shall issue 25,000,000 shares of Common Stock to Ronnie Adams (the “Adams Shares”).
The Adams Shares shall be subject to a lockup agreement substantially in the form attached hereto as Exhibit H (the “Adams
Lockup Agreement”).


 


(j)           DTC
Program.  From the Closing Date until such time as no Subscriber holds any of the Securities (such date, the “Release
Date”), the Company shall use its best efforts to employ as the transfer agent for the Note Conversion Shares and Preferred
Conversion Shares a participant in the Depository Trust Company Automated Securities Transfer Program (FAST) and cause the Common
Stock to be transferable pursuant to such program.


 


(k)           Reserved.   


 


(l)           Form
D and Blue Sky. The Company shall file a Form D with respect to the Securities as required under Regulation D and to provide
a copy thereof to each Subscriber promptly after such filing.  The availability of the filed Form D on EDGAR shall satisfy
the foregoing delivery requirement.  The Company shall, on or before the Closing Date, 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 Subscribers
at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United
States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Subscribers
on or prior to the Closing Date.  Without limiting any other obligation of the Company under this Agreement, the Company
shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities
laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and
the Company shall comply with all applicable federal, foreign, state and local laws, statutes, rules, regulations and the like
relating to the offering and sale of the Securities to the Subscribers.


 


(m)            Restriction
on Redemption and Cash Dividends. From the date hereof through the Release Date, the Company shall not, directly or indirectly,
redeem, or declare or pay any cash dividend or distribution on, any securities of the Company without the prior express written
consent of the Subscribers.


  


(n)   Fees.  
The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees,
the costs associated with any legal opinions required to be rendered to the Company’s transfer agent in connection with the
lifting of any legends on the Securities, DTC fees or broker’s commissions (other than for Persons engaged by any Subscriber)
relating to or arising out of the transactions contemplated hereby. The Company (subject to the foregoing qualification) shall
pay, and hold each Subscriber harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’
fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment.  The Company shall
also pay all legal fees of the Lead Investor in connection with any documentation, corporate actions or other actions of the Company
reviewed or prepared by counsel to the Lead Investor on its behalf.


 


(o)   
Waiver of Beneficial Ownership Limitation. Upon written notice to the Company by the Subscriber substantially in the
form attached hereto as Annex A (the “Waiver”), the Subscriber may waive the Beneficial Ownership Limitation
(as defined in the COD). The Waiver will not be effective until the 61st day after a Subscriber delivers the Waiver
to the Company; provided however, that if the Waiver is delivered on or prior to the Closing Date, the Beneficial Ownership Limitation
shall be waived effective on the Closing Date.   The Waiver shall only apply to the notifying Subscriber and to
no other Subscriber.


 


6.           CONDITIONS
TO ACCEPTANCE OF SUBSCRIPTION


 


(a) The Closing of the sale of the Units is
conditioned upon satisfaction of the following conditions precedent on or before the Closing Date:


 


(i)           As
of the Closing, no legal action, suit or proceeding shall be pending against the Company that seeks to restrain or prohibit the
transactions contemplated by this Agreement.




    	 	18	 



    


    

 


(ii)           The
representations and warranties of the Company and the Subscribers contained in this Agreement shall have been true and correct
in all material respects on the date of this Agreement (except whether such representations are qualified by material or material
adverse effect, which shall be true and correct in all respects) and shall be true and correct as of the Closing as if made on
the Closing Date and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and
conditions required to be performed, satisfied or complied with by the Company in connection with the consummation of the transactions
contemplated by the Transaction Documents at or prior to the Closing Date and the Company shall deliver a certificate, executed
by its Chief Executive Officer, dated as of the Closing Date, certifying that the foregoing is true.


 


(iii)           The
Company shall deliver to the Subscribers, a certificate from the Company, signed by its Secretary or Assistant Secretary, including
incumbency specimen signatures of any signatory of any Transaction Document of the Company and certifying that the attached copies
of the Company’s Articles of Incorporation, as amended and Bylaws, as amended, and resolutions of the Board of Directors
of the Company approving this the Offering, are all true, complete and correct and remain in full force and effect.


 


(iv)Ronnie Adams and the Company shall have
executed and delivered to the Subscribers the fully executed Adams Lockup Agreement.


 


(v)The Company shall have executed and delivered
to the Subscribers this Agreement and a file stamped copy of the Certificate of Designation, filed with the Secretary of State
of Nevada. The Company shall have executed and delivered to the Subscribers the Notes and Warrants in the respective amounts set
forth on page 22 affixed hereto. Each Subscriber shall have executed this Agreement and completed and executed the Investor Questionnaire
and delivered them to the Company. The Subscribers shall have delivered to the Company the Aggregate Purchase Price as set forth
on page 22 hereto pursuant to the wire instructions set forth on Exhibit D.


 


 


7.           REGISTRATION
RIGHTS.      The Company shall file a “resale” registration statement with the SEC
covering the 7,500,000 of the Note Conversion Shares and 7,500,000 of the Preferred Conversion Shares, so that such shares of Common
Stock will be registered under the Securities Act. The Company will maintain the effectiveness of the “resale” registration
statement from the effective date of the registration statement until all Registrable Securities (as defined in the Registration
Rights Agreement) covered by such registration statement have been sold, or may be sold without the requirement to be in compliance
with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144.  The Company will use its reasonable
best efforts to have such “resale” registration statement filed by the Filing Date (as defined in the Registration
Rights Agreement) and declared effective by the SEC as soon as possible and, in any event, by the Effectiveness Date (as defined
in the Registration Rights Agreement).


 


The Company is obligated to pay to the Subscribers
a fee of 2% per month of the investors’ investment, payable in cash, up to a maximum of eighteen (18%) percent, on the Filing
Date and the Effectiveness Date if the registration obligations set forth herein have not been met, and pro- rata for each month,
or partial month, in excess of the Filing Date and/or the  Effectiveness Date that the registration statement has not
been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company
is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken
by the SEC pursuant to its authority with respect to “Rule 415”, provided the Company registers at such time the maximum
number of shares of Common Stock permissible upon consultation with the staff of the SEC.


 


The description of registration rights is qualified
in its entirety by reference to Registration Rights Agreement annexed hereto as Exhibit J (the “Registration Rights
Agreement”).


 


	
        8.
	MISCELLANEOUS PROVISIONS


 


(a)           All
parties hereto have been represented by counsel, and no inference shall be drawn in favor of or against any party by virtue of
the fact that such party’s counsel was or was not the principal draftsman of this Agreement.




    	 	19	 



    


    

 


(b)           Each
of the parties hereto shall be responsible to pay the costs and expenses of its own legal counsel in connection with the preparation
and review of this Agreement and related documentation.


 


(c)           Neither
this Agreement, nor any provisions hereof, shall be waived, modified, discharged or terminated except by an instrument in writing
signed by the party against whom any waiver, modification, discharge or termination is sought.


 


(d)           The
representations, warranties and agreement of each Subscriber and the Company made in this Agreement shall survive the execution
and delivery of this Agreement and the delivery of the Securities.


 


(e)           Any
party may send any notice, request, demand, claim or other communication hereunder to the Subscriber at the address set forth on
the signature page of this Agreement or to the Company at its primary office (including personal delivery, expedited courier, messenger
service, fax, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication will be deemed
to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to
which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties written
notice in the manner herein set forth.


 


(f)           Except
as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement
and their heirs, executors, administrators, successors, legal representatives and assigns.  If any Subscriber is more
than one person or entity, the obligation of any Subscriber shall be joint and several and the agreements, representations, warranties
and acknowledgments contained herein shall be deemed to be made by, and be binding upon, each such person or entity and its heirs,
executors, administrators, successors, legal representatives and assigns. This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.


 


(g)           This
Agreement is not transferable or assignable by the Company.


 


(h)           The
Company hereby represents and warrants as of the date hereof and as of any Closing Date that none of the terms offered to any Person
with respect to any offer, sale or subscription of Securities (each a "Subscription Document"), is or will be
more favorable to such Person than those of the Subscriber and this Agreement shall be, without any further action by the Subscriber
or the Company, deemed amended and modified in an economically and legally equivalent manner such that the Subscriber shall receive
the benefit of the more favorable terms contained in such Subscription Document.  Notwithstanding the foregoing, the
Company agrees, at its expense, to take such other actions (such as entering into amendments to the Transaction Documents) as the
Subscriber may reasonably request to further effectuate the foregoing.


 


(i)           The
obligations of each Subscriber under any Transaction Document are several and not joint with the obligations of any other Subscriber,
and no Subscriber shall be responsible in any way for the performance or non-performance of the obligations of any other Subscriber
under any Transaction Document.  Nothing contained herein or in any other Transaction Document, and no action taken by
any Subscriber pursuant hereto or thereto, shall be deemed to constitute the Subscribers as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the Subscribers 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 Subscriber 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 Subscriber to be joined as an additional
party in any proceeding for such purpose.  Each Subscriber has been represented by its own separate legal counsel in
its review and negotiation of the Transaction Documents.  The Company has elected to provide all Subscribers 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
any of the Subscribers.  It is expressly understood and agreed that each provision contained in this Agreement and in
each other Transaction Document is between the Company and a Subscriber, solely, and not between the Company and the Subscribers
collectively and not between and among the Subscribers.  The Company acknowledges that any actions of Subscribers now,
and in the future, in which (A) any review or approval is sought by the Company, including, without limitation, review, approval
or acceptance of any




    	 	20	 



    


    

reportable event required to be reported in any SEC filing or report
by the Company; or (B) any amendment, waiver, right of first refusal, participation right, acquisition or financing, including
any acquisition or financing is proposed, introduced, offered or arranged by any one or more Subscribers or their affiliates or
sought by the Company, shall not be claimed by the Company or any person seeking to assert such a claim on behalf of the Company,
to constitute the forming of any “Group” as such term is defined under Section 13(d) or Section 16 of the Exchange
Act, nor shall any activity permit the Company or any third party holder of securities of the Company to assert any claim that
any beneficial ownership limitations or conversion limitations of the Certificate of Designation or Notes have been exceeded and
such Subscriber, alone or in conjunction with others, constitutes a “Group” for purposes of the Exchange Act as a result
thereof.


 


(j)           Except
as otherwise provided herein, this Agreement shall not be changed, modified or amended and no right hereunder shall be waived,
except in writing signed by both (a) the Company and (b) the Required Holders.  The Company shall be prohibited from
offering any additional consideration to any Subscriber in this Offering (or such original Subscriber’s transferee) for the
purposes of inducing such person to change, modify, waive or amend any term of this Agreement or any other Transaction Document
without making the same offer on a pro-rata basis to all other Subscribers (and those transferees) in this Offering allocable to
the securities acquired by such transferee(s). "Required Holders" means the Lead Investor; provided however, that if
the Lead Investor no longer holds any Securities, “Required Holders” means Subscribers holding at least 60% of the
Units sold in the Offering outstanding on the date of determination.


 


(k)           This
Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles.


 


(l)           The
Company and each Subscriber hereby agree that any dispute that may arise between them arising out of or in connection with this
Agreement shall be adjudicated before a court located in the City of New York, Borough of Manhattan, and they hereby submit to
the exclusive jurisdiction of the federal and state courts of the State of New York located in the City of New York, Borough of
Manhattan with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or
hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such
court is an inconvenient forum, relating to or arising out of this Agreement or any acts or omissions relating to the sale of the
securities hereunder, and consent to the service of process in any such action or legal proceeding by means of registered or certified
mail, return receipt requested, postage prepaid, in care of the address set forth herein or such other address as either party
shall furnish in writing to the other.


 


(m)           WAIVER
OF JURY TRIAL.  IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(n)           This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


[Signature Pages Follow]


 


 


 


 


 




    	 	21	 



    


    

ALL SUBSCRIBERS MUST COMPLETE THIS PAGE


 


IN WITNESS WHEREOF, the Subscriber has executed
this Agreement on the ____ day of _____, 2016.


 


 


	 	x  $25,000  for per Unit      =	 
	Units subscribed for	 	      Aggregate Purchase Price
	 	 	 
	 	 	 
	 	 	      Total Note Conversion Shares Underlying the Note
	 	 	 
	 	 	 
	 	 	      Total Preferred Shares Underlying the Warrant
	 	 	 
	 	 	 
	 	 	      Total Preferred Conversion Shares Underlying the Preferred Shares


 


 





Manner in which Title is to be held (Please Check One):


 


	1.	___	Individual	7.	___	
        Trust/Estate/Pension or Profit sharing Plan

        Date Opened:______________

	2.	___	Joint Tenants with Right of Survivorship	8.	___	
        As a Custodian for

        ________________________________

        Under the Uniform Gift to Minors Act of the State of

        ________________________________

	3.	___	Community Property	9.	___	Married with Separate Property
	4.	___	Tenants in Common	10.	___	Keogh
	5.	___	Corporation/Partnership/ Limited Liability Company	11.	___	Tenants by the Entirety
	6.	___	IRA	 	 	 


 


ALTERNATIVE DISTRIBUTION INFORMATION


 


To direct distribution to a party other than
the registered owner, complete the information below. YOU MUST COMPLETE THIS SECTION IF THIS IS AN IRA INVESTMENT.


 


Name of Firm (Bank, Brokerage, Custodian):


 


Account Name:


 


Account Number:


 


Representative Name:


 


Representative Phone Number:


 


Address:


 


City, State, Zip:


 




    	 	22	 



    


    

 


 








 


 


IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER
MUST SIGN.


INDIVIDUAL SUBSCRIBERS MUST COMPLETE THIS PAGE
23.


SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE
PAGE 24.


 


EXECUTION BY NATURAL PERSONS


 


	
        _____________________________________________________________________________

        Exact Name in Which Title is to be Held

	
        _________________________________

        Name (Please Print)
	 	
        _________________________________

        Name of Additional Purchaser

	
        _________________________________

        Residence: Number and Street
	 	
        _________________________________

        Address of Additional Purchaser

	
        _________________________________

        City, State and Zip Code
	 	
        _________________________________

        City, State and Zip Code

	
        _________________________________

        Social Security Number
	 	
        _________________________________

        Social Security Number

	
        _________________________________

        Telephone Number
	 	
        _________________________________

        Telephone Number

	
        _________________________________

        Fax Number (if available)
	 	
        ________________________________

        Fax Number (if available)

	
        _________________________________

        E-Mail (if available)
	 	
        ________________________________

        E-Mail (if available)

	
        __________________________________

        (Signature)

         

         
	 	
        ________________________________

        (Signature of Additional Purchaser)

	ACCEPTED this ___ day of _________ 2016, on behalf of the Company.
	 	
         

        By:_________________________________

        Name:

                 
        Title:

	 	 


 


 


 


 


 


 


 


[SIGNATURE PAGE FOR SUBSCRIPTION AGREEMENT]


 


 


 




    	 	23	 



    


    

 


 


 


EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY


(Corporation, Partnership, LLC, Trust, Etc.)


 


 


	
        _____________________________________________________________________________

        Name of Entity (Please Print)

	Date of Incorporation or Organization:
	State of Principal Office:
	
        Federal Taxpayer Identification Number:

        ____________________________________________

        Office Address

         

        ____________________________________________

        City, State and Zip Code

         

        ____________________________________________

        Telephone Number

         

        ____________________________________________

        Fax Number (if available)

         

        ____________________________________________

        E-Mail (if available)

         

	 	
        By: _________________________________

        Name:

        Title:

	
        [seal]

        Attest: _________________________________

        (If Entity is a Corporation)
	
        _________________________________

        _________________________________

        Address

	 	 
	ACCEPTED this ____ day of __________ 2016, on behalf of the Company.
	 	
         

         

        By: _________________________________

        Name:

        Title:



 


 


 


 


[SIGNATURE PAGE FOR SUBSCRIPTION AGREEMENT]


 


 


 


 


 


 


 




    	 	24	 



    


    

 


INVESTOR QUESTIONNAIRE


 


Instructions:  Check all boxes below which correctly
describe you.


 


	o	You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock or preferred stock, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Securities is made solely by persons or entities that are accredited investors.


 


	o	You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.


 


	o	You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Securities  and its underlying securities in excess of $5,000,000.


 


	o	You are a director or executive officer of the Company.


 


	o	You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the Securities.


 


	o	You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year.


 


	o	You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities and whose subscription for and purchase of the Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D.


 


	o	You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs.


 


 


 


 


 




    	 	25	 



    


    

Check all boxes below which correctly describe you.


 


With respect to this investment in the Securities, your:


 


Investment Objectives:                               p Aggressive
Growth                        
p Speculation


 


Risk Tolerance:                                            o Low
Risk                                            o Moderate
Risk                                 p High
Risk


 


Are you associated with a FINRA Member Firm?                                                                                      o Yes                       o No


 


	
         
	Your initials (purchaser and co-purchaser, if applicable) are required for each item below:


 


	____   ____ 	I/We understand that this investment is not guaranteed.


 


	____   ____ 	I/We are aware that this investment is not liquid.


 


	____   ____ 	I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering.


 


	____   ____ 	I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification.  Success or


 


	 	failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.)


 


The Subscriber hereby represents and warrants
that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant
to which it purchased the Securities.


 


	
         

         

        ___________________________________

        Name of Purchaser  [please print]

        ___________________________________

        Signature of Purchaser (Entities please

        provide signature of Purchaser’s duly

        authorized signatory.)

        ___________________________________

        Name of Signatory (Entities only)

        ___________________________________

        Title of Signatory (Entities only)
	
         

         

        ___________________________________

        Name of Co-Purchaser  [please print]

        ___________________________________

        Signature of Co-Purchaser



 


 


 


 


 


 


 


[SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE]




    	 	26	 



    


    

 


Exhibit A


Form of Note


 


Exhibit B


Form of Warrant


 


Exhibit C


Certificate of Designations


 


Exhibit D


Company Wire Instructions


 


Medical Alarm Concepts


 


Contact: Ronnie Adams


1-877-639-2929x113


Allen Polsky


1-877-639-2929x 116


 


Bank Information: Wells Fargo


San Francisco, Ca


 


Medical Alarm Concepts


200 West Church Road


Suite B


King of Prussia, Pa 19406


 


Account # 2000029817308


• Wires ABA #: 121000248


• Swift Code: WFBIUS6S


 


Exhibit E


Amended and Restated Charter


 


Exhibit F


Use of Proceeds


 


$250,000 at the direction of the Lead Investor to be used to pay
for the Company’s public relations and expenses associated with publications, reports and communications with shareholders
and others concerning the Company's business.


 


 


Exhibit G


Lead Investor


 


Benza Pharma, LLC


 


Exhibit H


Adams Lockup Agreement


 


Exhibit I


Registration Rights Agreement




    	 	27	 



    


    

 


Annex A


 


NOTICE OF BENEFICIAL OWNERSHIP LIMITATION


 


In accordance with Section 5(o) of the Securities
Purchase Agreement (the “Agreement”) by and between Medical Alarm Concepts Holding, Inc., a Nevada corporation
(the “Corporation”) and the undersigned, the undersigned hereby elects that, effective immediately,  the
Corporation shall not effect any conversion of the undersigned’s Preferred Shares that are outstanding at the Closing or
anytime following the Closing, and that the undersigned shall not have the right to convert or vote any portion of the Preferred
Shares, to the extent that, after giving effect to such conversion, the undersigned (together with its Affiliates, and any Persons
acting as a group together with the undersigned or any of the undersigned’s Affiliates) would beneficially own in excess
of the Beneficial Ownership Limitation.   All terms not defined herein shall have the meanings assigned to them
in the Agreement.


 


 


	
         

        [SUBSCRIBER]

         

        By:___________________________________

             Name:

             Title:



 


 


 


 


 


    	 	28