Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of November 15, 2018, between Creative Medical Technology Holdings,
Inc., a Nevada corporation and its predecessors (the “Company”), and each purchaser identified on the signature
pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and Rule 506(b) promulgated thereunder, the Company desires to issue and sell to each
Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more
fully described in this Agreement.


 


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


 


ARTICLE I.


DEFINITIONS


 


1.1           Definitions.
In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have
the meanings given to such terms in the Articles of Incorporation (as defined herein), and (b) the following terms have the meanings
set forth in this Section 1.1:


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.14.


 


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


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


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


 


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


 


“Closing”
means the closing of the initial or any subsequent purchase and sale of the Securities pursuant to Section 2.1, as applicable.


 


“Closing Date”
means the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto,
and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the
Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied
or waived.


 


“Closing Form
8-K” shall have the meaning ascribed to such term in Section 4.16.


 


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


 




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“Common Stock”
means the common stock of the Company, $0.001 par value per share, and any other class of securities into which such securities
may hereafter be reclassified or changed.


 


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


 


“Company Counsel”
means Fox Rothschild LLP.


 


“Conversion
Price” shall have the meaning ascribed to such term in the Notes.


 


“Conversion
Shares” means shares of the Company’s Common Stock issuable upon conversion of the Notes and interest in accordance
with the terms of the Notes.


 


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


 


“Disqualification
Event” shall have the meaning ascribed to such term in Section 3.1(ee).


 


“End Date”
shall mean the latter of (i) two years after the Closing Date; or (ii) the date no Purchaser owns any Securities.


 


“Escrow Agreement”
means the escrow agreement to be employed in connection with the sale of the Securities, a copy of which is annexed hereto as Exhibit
C.


 


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


 


“Exempt Issuance”
means the issuance of (a) shares of Common Stock and options to officers, directors, employees, or consultants of the Company prior
to and after the Closing Date in the amounts and on the terms set forth on Schedule 3.1(g), (b) awards made under the Company’s
2016 Stock Incentive Plan, as amended, but not to exceed 15% of the outstanding shares of common stock, (c) securities upon the
exercise or exchange of or conversion of Securities issued hereunder (subject to adjustment for forward and reverse stock splits
and the like that occur after the date hereof) and/or other securities exercisable or exchangeable for or convertible into shares
of Common Stock issued and outstanding on the date of this Agreement, provided that such securities and any term thereof have not
been amended since the date of this Agreement to increase the number of such securities or to decrease the issue price, exercise
price, exchange price or conversion price of such securities and which securities and the principal terms thereof are set forth
on Schedule 3.1(g), and (c) securities issued or issuable pursuant to this Agreement, the Note, the Warrants and other Transaction
Documents, or upon exercise or conversion of any such securities.


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“Financial
Statements” means the financial information regarding the Company included in the SEC Documents filed with the Commission
prior to the date hereof.


 


“Fully-Diluted
Basis” means the assumption that all options, warrants or other convertible securities or instruments or other rights
to acquire Common Stock or any other existing or future classes of capital stock have been exercised or converted, as applicable,
in full, regardless of whether any such options, warrants, convertible securities or instruments or other rights are then vested
or exercisable or convertible in accordance with their terms.


 




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“GAAP”
shall mean United States generally accepted accounting principles applied on a consistent basis.


 


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


 


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).


 


“Legend Removal
Date” shall have the meaning ascribed to such term in Section 4.1(d).


 


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


 


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


 


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


 


“Maximum Rate”
shall have the meaning ascribed to such term in Section 5.17.


 


“Money Laundering
Laws” shall have the meaning ascribed to such term in Section 3.1(z).


 


“Notes”
means the convertible notes, in the form of Exhibit A hereto.


 


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


 


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


 


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


 


“Purchaser
Counsel” shall mean Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, facsimile: (212)
697-3575.


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.6.


 


“Regulation
D” means Regulation D under the Securities Act.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 


“Required
Minimum” means, as of any date, the greater of; (i) 100,000,000; or (ii) three (3) times the maximum aggregate number
of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including but
not limited to any Underlying Shares issuable upon conversion in full of the principal amount of the Notes and the interest that
could accrue through three years after the term thereof and the Warrant Shares issuable upon exercise of the Warrants, ignoring
any conversion or exercise limits set forth therein plus such additional amounts as requested by the Purchaser pursuant to the
TA Letter.


 




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


 


“SEC Documents”
means all reports filed by the Company with the Commission under the Exchange Act more than five days prior to the Closing Date.


 


“Securities”
means the Notes, the Warrants, and the Underlying Shares.


 


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


 


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


 


“Subsidiary”
means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability
company, trust, estate, association, joint venture or other business entity of which (A) more than 50% of (i) the outstanding
capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other
managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital
or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture
or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination,
owned or controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control
of the Company. Representations, undertakings and obligations set forth in this Agreement shall be applicable only to Subsidiaries
which exist or have existed at the applicable and relevant time.


 


“TA Letter”
means the letter to the Company’s Transfer Agent in the form annexed hereto as Exhibit D.


 


“Termination
Date” shall have the meaning ascribed to such term in Section 2.1.


 


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


 


“Trading Market”
means any of the following markets, quotation services, or exchanges: the NYSE MKT LLC, the Nasdaq Capital Market, the Nasdaq Global
Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, OTCQB, or the OTCQX (or any successors
to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Notes, the Warrants, the Escrow Agreement, all exhibits and schedules thereto and
hereto, and any other documents or agreements executed in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means the transfer agent for the Common Stock, and any successor transfer agent of the Company. As of the Closing
Date, the Company’s Transfer Agent is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598.


 




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“Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion of the Notes and payment of interest on
the Notes in accordance with the terms of the Notes and upon exercise of the Warrants in accordance with the terms of the Warrants.


 


“Unlegended
Shares” shall have the meaning ascribed to such term in Section 4.1(d).


 


“Warrants”
means the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Article II hereof, in the
form of Exhibit B attached hereto.


 


“Warrant Shares”
means the shares of Common Stock issuable upon exercise of the Warrants.


 


ARTICLE II.


PURCHASE AND SALE


 


2.1           Closing.
On the initial Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the
Purchasers, severally and not jointly, agree to purchase, an aggregate of up to $324,000.00 principal amount of Notes and Warrants
as determined pursuant to Section 2.2(a) (the “Closing”; provided however, the Company may have a separate closing
for each Purchaser and that an additional Closing may occur within 30 days of the initial Closing Date on which the Company may
sell to another party a $108,000 principal amount of Notes and Warrants as determined pursuant to Section 2.2(a). Each Purchaser
shall deliver to the Company such Purchaser’s Subscription Amount, and the Company shall deliver to each Purchaser its respective
Note and Warrants, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set
forth in Section 2.2 deliverable at the applicable Closing. Upon satisfaction of the covenants and conditions set forth in Sections
2.2 and 2.3, the Closing shall occur at the offices of Purchaser Counsel or such other location as the parties shall mutually agree.
Notwithstanding anything herein to the contrary, no Closing may take place after December 30, 2018 (the “Termination Date”).
If a Closing is not held on or before the Termination Date, the Company shall cause all subscription documents and funds, if any,
to be returned, without interest or deduction to each prospective Purchaser.


 


2.2           Deliveries.


 


(a)          On
or prior to the applicable Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


 


(i)          this
Agreement duly executed by the Company with the schedules and exhibits thereto current as of the Closing Date;


 


(ii)         a
Note with a principal amount equal to 108% such Purchaser’s Subscription Amount registered in the name of such Purchaser;


 


(iii)        Warrants
registered in the names of such Purchaser equal to a number of warrants with an aggregate purchase price of 50% the principal amount
of the Note. Such warrants shall have a per share exercise price equal to two times the closing price of the Common Stock on the
day prior to the initial Closing Date, subject to adjustment as provided therein;


 


(iv)        a
TA Letter executed by the Company and the Transfer Agent; and


 


(v)         an
Escrow Agreement duly executed by the Company.


 




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(b)          On
or prior to the applicable Closing Date, each Purchaser shall deliver or cause to be delivered to the Escrow Agent the following:


 


(i)          this
Agreement duly executed by such Purchaser;


 


(ii)         such
Purchaser’s Subscription Amount by wire transfer or as otherwise permitted under the Escrow Agreement, to the Escrow Agent;


 


(iii)        the
Escrow Agreement duly executed by such Purchaser; and


 


2.3           Closing
Conditions.


 


(a)          The
obligations of the Company hereunder to effect a Closing are subject to the following conditions being met:


 


(i)          the
accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific
date therein in which case they shall be accurate as of such date);


 


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


 


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


 


(b)          The
respective obligations of a Purchaser hereunder to effect the Closing, unless waived by such Purchaser, are subject to the following
conditions being met:


 


(i)          the
accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date
therein in which case they shall be accurate as of such date);


 


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


 


(iii)        the
Escrow Agent shall have received executed signature pages to this Agreement with respect to the Subscription Amounts for which
the Closing is to occur;


 


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


 


(v)         there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; and


 


(vi)        from
the date hereof to the Closing Date, trading in securities in the United States generally as reported by Bloomberg L.P. shall not
have been suspended or limited, nor shall a banking moratorium have been declared either by the United States or New York State
authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the
reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.


 




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ARTICLE III.


REPRESENTATIONS AND WARRANTIES


 


3.1           Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed
a part hereof and shall qualify any representation made herein to which it refers and any other representation to the extent such
Disclosure Schedule reasonably relates thereto without a requirement of a cross-reference. The Company hereby makes the following
representations and warranties to each Purchaser as of the date hereof and the Closing Date unless as of a specific date therein
in which case they shall be accurate as of such date:


 


(a)          Subsidiaries.
The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear
of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully
paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no Subsidiaries
relevant to any component of this Agreement as of a particular date, then such reference shall not be applicable.


 


(b)          Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects
or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, (iii) a material adverse effect on
the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document,
or (iv) the occurrence of a Disqualification Event (any of (i), (ii), (iii) or (iv), a “Material Adverse Effect”)
and, no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or
curtail such power and authority or qualification.


 


(c)          Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Board of Directors or the Company’s stockholders and creditors in connection
herewith or therewith other than in connection with the Required Approvals except those filings requires to be made with the Commission
and state agencies after the Closing Date. This Agreement and each other Transaction Document to which it is a party has been (or
upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof,
will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms,
except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.


 




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(d)          No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, the
issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby to which it
is a party do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any
of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which
any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with or result in a violation of
any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which
the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property
or asset of the Company or a Subsidiary is bound or affected.


 


(e)          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 Commission, and (ii) such filings as are required to be made under applicable state securities laws
(collectively, the “Required Approvals”).


 


(f)           Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens other than those created
by the Purchaser. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance
of the Underlying Shares at least equal to the Required Minimum. In order to ensure such reservation the Company shall have its
Transfer Agent countersign the TA Letter, at the Closing. The failure to comply with the terms of this section shall be a material
breach of the agreement. The Purchaser agrees that it will release a number of shares reserved from its portion of the Required
Minimum, as set forth on such Purchaser’s signature page, solely for the use of the Company to issue to make an acquisition
of a strategic asset or merger. In no event may such shares be used for any capital raising purposes.


 


(g)          Capitalization.
As of the date of this Agreement, the capitalization of the Company is as set forth in Schedule 3.1(g). Except as disclosed
on Schedule 3.1(g), 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 3.1(g), as of
the date of this Agreement there are no outstanding options, employee or incentive stock option plans 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 for the 2016 Stock Incentive Plan under which the Company has reserved a maximum
of 2,000,000 common shares, there is no stock option plan in effect as of the Closing Date. Except as set forth on Schedule
3.1(g), 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 Purchasers) 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. 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.


 




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(h)          Financial
Statements. The Financial Statements have been prepared in accordance with GAAP. The Financial Statements fairly present in
all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and
the results of operations and cash flows for the periods then ended, subject to normal, immaterial adjustments and inclusion of
footnotes which would be required pursuant to generally accepted accounting principles. The Financial Statements include balance
sheets as of each of the most recent fiscal year ends and as of a quarter end within 45 days immediately preceding the relevant
Closing Date and income statements as of the same dates.


 


(i)           Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the most recently dated Financial Statements: (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 trade payables and accrued
expenses incurred in the ordinary course of business consistent with past practice, (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) the Company has not
issued any equity securities to any officer, director or Affiliate.


 


(j)           Litigation.
Except for current litigation with the Company’s former accountant, there is no action, suit, inquiry, notice of violation,
proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary
or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an
unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. At no time, neither the Company nor
any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of
or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current
or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness
of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 




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(k)          Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of
the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or
any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure
or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant
in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of
its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance
with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and
conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


(l)           Compliance.
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.


 


(m)          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 presently conducted, and as
contemplated to be conducted, 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.


 


(n)          Title
to Assets. The Company and the Subsidiaries have 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 and, the payment of which is neither delinquent nor subject to penalties. The Company and Subsidiaries do not own
any real property. 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.


 


(o)          [RESERVED]


 


(p)          Transactions
With Affiliates and Employees. Except as set forth in the Financial Statements and Transaction Documents, 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.


 




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(q)          Certain
Fees. Except as set forth on Schedule 3.1(q), 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 Purchasers 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 3.1(q) that may be due in connection with the transactions contemplated by the Transaction Documents.
The Company is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of
purchasers in connection with the sale of any Regulation D Securities.


 


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


 


(s)          Registration
Rights. No Person 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, except for the Purchasers.


 


(t)           Application
of Takeover Protections. As of the Closing Date, except for the Company’s obligations under that certain disc patent
purchase agreement with Creative Medical Health, the Company will have taken all necessary action, if any or if necessary, in order
to render inapplicable as of the Closing Date and thereafter any control share acquisition, business combinations, poison pill
(including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate
of incorporation (or similar charter documents) or the laws of the State of Nevada that is or could become applicable to the Purchasers
as a result of the Purchasers 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 Purchasers’ ownership
of the Securities.


 


(u)          Disclosure.
All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their
respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, when taken
together as a whole, is true and correct in all material respects and does not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under
which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations
or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2.


 


(v)         Solvency.
The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation
under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The Financial Statements
set forth all outstanding liens secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or
any Subsidiary has commitments as of the respective dates of the Financial Statements. For the purposes of this Agreement, “Indebtedness”
means (y) any liabilities for borrowed money or amounts owed in excess of $50,000 in the aggregate and (z) the present value of
any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with generally accepted accounting
principles. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.


 




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


 


(x)           Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent
or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person
acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision
of FCPA.


 


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


 


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


 


(aa)         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”).


 


(bb)         Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated
hereby.


 




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(cc)         No
General Solicitation. To the best knowledge of the Company, neither the Company nor any person acting on behalf of the Company
has offered or sold any of the Securities by any form of general solicitation or general advertising. To the best knowledge of
the Company, the Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors”
within the meaning of Rule 501 under the Securities Act.


 


(dd)        Indebtedness
and Seniority. As of the date hereof, all Indebtedness and Liens are as set forth on the Financial Statements. Except as set
forth on the Financial Statements, as of the Closing Date, no Indebtedness, equity, Common Stock Equivalent is senior to the Notes
in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, and capital lease obligations
(which is senior only as to the property covered thereby).


 


(ee)         No
Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering hereunder, any beneficial owner of 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 Company in any capacity at the time of sale (each, an “Issuer Covered
Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor”
disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”),
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine
whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with
its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.
The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any
Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any
Issuer Covered Person.


 


(ff)          Reporting
Company/Shell Company. 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 thereunder with the Commission during the preceding twelve months, except for reports on Form
8-K. As of the Closing Date, the Company is not a “shell company” as that term is employed in Rule 144 under the Securities
Act. The Company is a former shell company but has met each of the requirements under Rule 144(i)(2). The Company is and has no
reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance
requirements.


 


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


 


3.2           Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as
of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):


 


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


 




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


 


(c)          Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on
which it converts a Note or exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule
501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined
in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of
the Exchange Act. Such Purchaser has the authority and is duly and legally qualified to purchase and own the Securities. Such Purchaser
is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.


 


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


 


(e)          Information
on Company. Purchasers are not deemed to have any knowledge of any information not included in the Financial Statements or
the Transaction Documents unless such information is delivered in the manner described in the next sentence. Each Purchaser was
afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives
of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company
and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser
to evaluate the Securities; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire
without unreasonable effort or expense that is necessary to make an informed investment decision with respect to acquiring the
Securities. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations,
financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other
information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems
material in deciding on the advisability of investing in the Securities.


 




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(f)           Compliance
with Securities Act; Reliance on Exemptions. Such Purchaser understands and agrees that the Securities have not been registered
under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require
registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered
under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands and
agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the
truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of such Purchaser to acquire the Securities.


 


(g)          Communication
of Offer. Such Purchaser is not purchasing the Securities as a result of any “general solicitation” or “general
advertising,” as such terms are defined in Regulation D, which includes, but is not limited to, any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the internet
or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.


 


(h)          No
Governmental Review. Such Purchaser understands that no United States federal or state agency or any other governmental or
state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the
Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(i)           No
Conflicts. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents
and the consummation by such Purchaser of the transactions contemplated hereby and thereby or relating hereto or thereto do not
and will not (i) result in a violation of such Purchaser’s charter documents, bylaws or other organizational documents, if
applicable, (ii) conflict with nor constitute a default (or an event which with notice or lapse of time or both would become a
default) under any agreement to which such Purchaser is a party, nor (iii) result in a violation of any law, rule, or regulation,
or any order, judgment or decree of any court or governmental agency applicable to such Purchaser or its properties (except for
such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on such
Purchaser). Such Purchaser is not required to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement
or perform under the other Transaction Documents nor to purchase the Securities in accordance with the terms hereof, provided that
for purposes of the representation made in this sentence, such Purchaser is assuming and relying upon the accuracy of the relevant
representations and agreements of the Company herein.


 


(j)            Survival.
The foregoing representations and warranties shall survive the Closing Date for 30 days.


 


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


 




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ARTICLE IV.


OTHER AGREEMENTS OF THE PARTIES


 


4.1           Transfer
Restrictions.


 


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


 


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


 


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


 


(c)          Pledge.
The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with
a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an
“accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions
of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledge or secure Securities
to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion
of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. At such Purchaser’s
expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably
request in connection with a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant
to the registration statement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the
Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.


 




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(d)          Legend
Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”)
(including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security
is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying
Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public
information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such
legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during
the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder; provided that the holder of
the restricted shares reasonably cooperates with counsel for the Company in providing information for the preparation and issuance
of the legal opinion to review the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised
at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such
Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities
Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall
be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section
4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of
a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend
Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free
from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within
three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge
the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder
shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with
the Depository Trust Company System as directed by such Purchaser.


 


(e)           Legend
Removal Default. In addition to such Purchaser’s other available remedies, provided the conditions for legend removal
set forth in Section 4.1(d) exist, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty,
for each $1,000 of Underlying Shares (based on the higher of the actual purchase price of the Common Stock on the date such Securities
are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(d), $10 per Trading
Day for each Trading Day after the Legend Removal Date (increasing to $20 per Trading Day after the fifth Trading Day) until such
certificate is delivered without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual damages for
the Company’s failure to deliver certificates representing any Securities as required by the Transaction Documents, and such
Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief.


 


(f)           DWAC.
Commencing after the Closing, in lieu of delivering physical certificates representing the Unlegended Shares, upon request of a
Purchaser, so long as the certificates therefor do not bear a legend and the Purchaser is not obligated to return such certificate
for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Unlegended Shares
by crediting the account of Purchaser’s prime broker with the Depository Trust Company through its Deposit Withdrawal At
Custodian system, provided that the Company’s Common Stock is DTC eligible and the Company’s transfer agent participates
in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.


 




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(g)          Resale
Requirements. Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser
will sell the Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus
delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will
be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend
from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon
this understanding.


 


(h)           Remedies.
In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated
damages and not as a penalty, for each $1,000 of Conversion Shares or Warrant Shares delivered for removal of the restrictive legend
and Conversion Shares delivered for conversion into Shares, $10 per Trading Day for each Trading Day, but not to exceed an aggregate
of $250 per Trading Day, following the Legend Removal Date or the date such Securities are to be delivered pursuant to the Note
until such Common Stock certificate is delivered without a legend pursuant to Section 4.1(d) or such Conversion Shares. Nothing
herein shall limit such Purchaser’s right to elect in lieu of the aforedescribed liquidated damages to pursue actual damages
for the Company’s failure to deliver certificates representing any Underlying Shares as required by the Transaction Documents,
and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief.


 


(i)           Injunction.
In the event a Purchaser shall request delivery of Securities as described in this Section 4.1 or Common Stock pursuant to the
Note and the Company is required to deliver such Securities, the Company may not refuse to deliver Securities based on any claim
that such Purchaser or anyone associated or affiliated with such Purchaser has not complied with Purchaser’s obligations
under the Transaction Documents, or for any other reason, unless, an injunction or temporary restraining order from a court, on
notice, restraining and or enjoining delivery of such unlegended shares shall have been sought and obtained by the Company and
the Company has posted a surety bond for the benefit of such Purchaser in the amount of 120% of the amount of the aggregate purchase
price of the Securities intended to be subject to the injunction or temporary restraining order, which bond shall remain in effect
until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Purchaser to the
extent Purchaser obtains judgment in Purchaser’s favor.


 


(j)           
Buy-In. In addition to any other rights available to Purchaser, if the Company fails to deliver
to a Purchaser Securities as required pursuant to this Agreement or the Note and after the Legend Removal Date or required delivery
date pursuant to the Note the Purchaser, or a broker on the Purchaser’s behalf, purchases (in an open market transaction
or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of the shares of Common Stock which
the Purchaser was entitled to receive in unlegended form from the Company (a “Buy-In”), then the Company shall
promptly pay in cash to the Purchaser (in addition to any remedies available to or elected by the Purchaser) the amount, if any,
by which (A) the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock
so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company for reissuance as
unlegended Shares or as are required to be delivered pursuant to the Note, as the case may be, together with interest thereon at
a rate of 15% per annum accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid
as liquidated damages and not as a penalty). For example, if a Purchaser purchases shares of Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price of Shares delivered to the Company for reissuance
as unlegended shares, the Company shall be required to pay the Purchaser $1,000, plus interest, if any. The Purchaser shall provide
the Company written notice indicating the amounts payable to the Purchaser in respect of the Buy-In.


 




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4.2           Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares
of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations
under the Transaction Documents, including, without limitation, its obligation to issue the Underlying Shares pursuant to the Transaction
Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless
of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect
that such issuance may have on the ownership of the other stockholders of the Company.


 


4.3           Furnishing
of Information.


 


(a)          At
any time commencing on the Closing Date and ending at the earliest of the time that no Purchaser owns Securities, the Company covenants
to file all periodic reports with the Commission pursuant to Section 15(d) of the Exchange Act and under Section 12(b) or 12(g)
of the 1934 Act, maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and, except for
reports on Form 8-K, to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject
to the reporting requirements of the Exchange Act.


 


(b)          At
any time commencing on the Closing Date and ending at such time that all of the Securities may be sold without the requirement
for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if
the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public
Information Failure”), then, in addition to such Purchaser’s other available remedies, the Company shall pay to
a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability
to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate principal amount of Notes and accrued interest
held by such Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling
less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time
that such public information is no longer required for the Purchasers to transfer the Underlying Shares pursuant to Rule 144. The
payments to which a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein as “Public Information
Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar
month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event
or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information
Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month
(prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages
for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in
equity including, without limitation, a decree of specific performance and/or injunctive relief.


 


4.4           Conversion
and Exercise Procedures. Each of the form of Notice of Conversion attached to the Note and form of Notice of Exercise included
in the Warrants sets forth the totality of the procedures required of the Purchasers in order to convert the Note or exercise the
Warrant. No additional legal opinion, other information or instructions shall be required of the Purchasers to convert their Note
or exercise their Warrants. The Company shall honor conversions of the Note and exercises of the Warrants and shall deliver Underlying
Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.


 




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4.5           Use
of Proceeds. The proceeds of the offering will be employed by the Company for general operating expenses, and for the costs
of this loan transaction.


 


4.6           Indemnification
of Purchasers. Subject to the provisions of this Section 4.6, the Company will indemnify and hold each Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser
Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or
agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against Purchaser
Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate
of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action
is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents
or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser
Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful
misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought
pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right
to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party
shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically
authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and
to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue
between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for
the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party
under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which
shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability
is attributable to any Purchaser Party’s breach of its representations, warranties or covenants under the Transaction Documents.
The indemnification required by this Section 4.6 shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be
in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the
Company may be subject to pursuant to law.


 


4.7           Reservation
and Listing of Securities.


 


(a)          The
Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents
in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than the
Required Minimum.


 




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(b)          If,
on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required
Minimum on such date, then the Board of Directors shall amend the Company’s certificate or articles of incorporation to increase
the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible
and in any event not later than the 60th day after such date. In the event of a shortfall in the Required Minimum, any
shares reserved for issuance to the Company’s officers and directors (not including Purchasers, if applicable) will be made
available for issuance to the Purchasers.


 


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


 


4.9           Most
Favored Nation Provision. From the date hereof and for so long as a Purchaser holds any Securities, in the event that the Company
issues or sells any Common Stock or Common Stock Equivalents, if a Purchaser then holding outstanding Securities reasonably believes
that any of the terms and conditions appurtenant to such issuance or sale are more favorable to such investors than are the terms
and conditions granted to the Purchasers hereunder, upon notice to the Company by such Purchaser, the Company shall amend the terms
of this transaction as to such Purchaser only so as to give such Purchaser the benefit of such more favorable terms or conditions.
This Section 4.9 shall not apply with respect to an Exempt Issuance. The Company shall provide each Purchaser with notice of any
such issuance or sale not later than ten (10) Trading Days before such issuance or sale.


 


4.10         Equal
Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same
or substantially similar consideration is also offered, mutatis mutandis, on a ratable basis to all of the parties to this
Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and
negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any
way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities
or otherwise. This section shall not apply to the Company’s rights under Section 4.21 below.


 


4.11         Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require
the registration under the Securities Act of the sale or resale of the Securities.


 


4.12         Capital
Raises. The Company shall not raise any additional capital for 60 days after the Closing Date.


 


4.13         Preservation
of Corporate Existence. Until the End Date, the Company shall preserve and maintain its corporate existence, rights, privileges
and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction
in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified
might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a
whole.


 


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


 




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


 


4.16         Securities
Laws Disclosure; Publicity. The Company shall, within four Business Days following the initial Closing Date, issue a press
release disclosing the material terms of the transactions contemplated hereby, and shall file a Current Report on Form 8-K including
the Transaction Documents as exhibits thereto (the “Closing Form 8-K” mutatis mutandem) within four Business
Days of the date hereof.


 


4.17         ROFRs.
If the Company proposes to offer or sell any securities (“New Securities”) within 60 days after the Closing Date, the
Company shall first offer such New Securities to the Purchasers. A Purchaser shall be entitled to apportion the right of first
offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. The Company shall give
notice (the “Offer Notice”) to each Purchaser, stating (i) its bona fide intention to offer such New Securities, (ii)
the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New
Securities. By notification to the Company within five (5) days after the Offer Notice is given, each Purchaser may elect to purchase
or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of the New Securities which
equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion of the Notes
then held by such Purchaser relative to the other Purchasers. At the expiration of such five (5) day period, the Company shall
promptly notify each Purchaser that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising
Investor”) of any other Purchaser’s failure to do likewise. During the five (5) day period commencing after the Company
has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition
to the number of shares specified above, up to that portion of the New Securities for which Purchasers were entitled to subscribe
but that were not subscribed for by the Purchasers which is equal to the proportion that the Common Stock issued and held, or issuable
(directly or indirectly) upon conversion of the Notes, by such Fully Exercising Investor bears to the Common Stock issued and held,
or issuable (directly or indirectly) upon conversion of the Notes then held by all Fully Exercising Investors who wish to purchase
such unsubscribed shares. The closing of any sale pursuant to this Section shall occur within the later of twenty (20) days of
the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to this section. If all New Securities
referred to in the Offer Notice are not elected to be purchased or acquired as provided in this Section, the Company may, during
the twenty (20) day period following the expiration of the periods provided in this Section, offer and sell the remaining unsubscribed
portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree
than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of such New Securities
within such period, or if such agreement is not consummated within twenty (20) days of the execution thereof, the right provided
hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Purchasers in
accordance with this Section. Upon execution of this Agreement, the Purchasers hereby cancel any and all rights of first refusal
or any similar right they may have arising under any document or security.


 




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4.18         Subsequent
Equity Sales. From the date hereof until the Notes are no longer outstanding, the Company will not, without the consent of
the Purchasers enter into any Equity Line of Credit or similar agreement. For purposes hereof, “Equity Line of Credit”
shall include any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company
has the right to “put” its securities to the investor or underwriter over an agreed period of time and at an agreed
price or price formula. Until thirty-six (36) months after the final Closing Date, the Company will not issue any Common Stock
or Common Stock Equivalents to officers, directors, employees, consultants and service providers of the Company except consistent
with past practices. For so long as the Notes are outstanding, the Company will not amend the terms of any securities or Common
Stock Equivalents or of any agreement outstanding or in effect as of the date of this Agreement or at any time thereafter, pursuant
to which same were or may be acquired, if such issuance or the result of such amendment would be at an effective price per share
of Common Stock less than the Conversion Price in effect at the time of such amendment. Each Purchaser agrees that the issuance
of the Securities as contemplated by this Agreement shall not constitute a default or event of default under any other agreement
between the Company and such Purchaser.


 


4.19         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 Purchaser or its
agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto
such Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such information.
The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in
securities of the Company.


 


4.20         Par
Value. In the event the Conversion Price of the Notes is reduced below the par value of the common stock, the Company shall
promptly thereafter, reduce the par value of its common stock so that the Conversion Price shall be greater than the par value
of the Common Stock.


 


4.21         Rescission.
At any time prior to the thirtieth (30th) day after the Closing, the Company, in its sole and absolute discretion, may
rescind this transaction with respect to any Purchaser by giving written notice thereof to such Purchaser; provided however the
cancelations set forth on Section 4.17 shall survive such rescission. Upon delivery of such notice to a Purchaser, the Note and
Warrants held by such Purchaser shall be cancelled and of no further force and effect. Upon receipt of instructions by a Purchaser
the Company shall return the full Purchase Price to the Purchaser pursuant to such instructions (“Refund Instructions”).
In the event the Company fails to return the Purchase Price within five (5) Business days after receipt of the Refund Instructions,
the Company’s rescission shall be voided and the Notes and Warrant shall be reinstated as if the rescission never occurred.


 




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ARTICLE V.


MISCELLANEOUS


 


5.1           Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing
has not been consummated on or before November 30, 2018; provided, however, that such termination will not affect
the right of any party to sue for any breach by any other party or parties.


 


5.2           Fees
and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and
all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this
Agreement, except that the Company shall pay $5,000.00 to Purchaser Counsel for its representation of the Purchasers. The Company
shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities
to the Purchasers.


 


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


 


5.4           Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a Business Day during normal business hours where such notice is to
be received), or the first Business Day following such delivery (if delivered other than on a Business Day during normal business
hours where such notice is to be received) or (b) on the second Business Day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Company, to: Creative Medical Technology Holdings, Inc., 3008 West Lupine Avenue, Phoenix,
Arizona 85029, Attn: Timothy Warbington, Chief Executive Officer, email: timwarbington@yahoo.com, with a copy by email or fax only
to (which shall not constitute notice): Zev Bomrind, Esq., email: zbomrind@foxrothschild.com, Fax: (212) 692–0940 and (ii)
if to the Purchasers, to: the addresses and fax numbers indicated on the signature pages hereto, with an additional copy by fax
only to (which shall not constitute notice): Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, Attn:
Eliezer Drew, Esq., facsimile: (212) 697-3575.


 


5.5           Amendments;
Waivers. No provision of this Agreement nor any other Transaction Document may be waived, modified, supplemented or amended
nor consent obtained or approval deemed granted except in a written instrument signed, in the case of an amendment, by the Company
and the Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No
waiver of any default with respect to any provision, condition or requirement of this Agreement nor any other Transaction Document
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement thereof, nor shall any delay or omission of any party to exercise any right thereunder in any manner impair
the exercise of any such right. Any Purchaser may waive in writing any right or benefit granted to or available to such Purchaser
pursuant to the Transaction Documents.


 




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5.6           Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


5.7           Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
each Purchaser (other than by merger). Following the Closing, any Purchaser may assign any or all of its rights under this Agreement
to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be
bound with respect to the transferred Securities by the provisions of the Transaction Documents that apply to the “Purchasers”
and is able to make each and every representation made by Purchasers in this Agreement.


 


5.8           No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 4.10.


 


5.9           Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced
exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect
to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any action,
suit or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or
proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either
party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations
of the Company under Section 4.10, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party
for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding.


 


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


 


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


 




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5.12         Severability.
If any term, provision, covenant or restriction of any Transaction Document is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their
commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as
that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of
the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.13         Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser
may, at any time prior to the Company’s performance of such obligations, rescind or withdraw, in its sole discretion from
time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice
to its future actions and rights; provided, however, that in the case of a rescission of a conversion of a Note or
exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded
conversion or exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company
for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Note
or Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).


 


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


 


5.15         Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation
the defense that a remedy at law would be adequate. The Company’s obligations to pay any partial liquidated damages or other
amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid
partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to
which such partial liquidated damages or other amounts are due and payable shall have been canceled.


 


5.16         Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 




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


 


5.18         Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


5.19         Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.


 


5.20         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.


 


5.21         Equitable
Adjustment. The Conversion Price, Warrant exercise price, trading volume amounts, price/volume amounts and similar figures
in the Transaction Documents shall be equitably adjusted (but without duplication) to offset the effect of stock splits, similar
events and as otherwise described in the Transaction Documents.


 


(Signature Pages Follow)


 




    	27



     


    

 


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


 


	CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.	 
	 	 
	By: 	 /s/ Timothy Warbington	 
	Name: Timothy Warbington	 
	Title: CEO	 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




    	28



     


    

 


[PURCHASER
SIGNATURE PAGE TO CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.


SECURITIES
PURCHASE AGREEMENT]


 


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


 


Name of Purchaser:   Global Capital Partners
Group, LLC____________________________________________________________


 


Signature of Authorized Signatory of
Purchaser:          /s/ Gabriel Berkowitz_____________________________________________


 


Name of Authorized Signatory: Gabriel
Berkowitz_________________________________________________________________


 


Title of Authorized Signatory:  Manager________________________________________________________________________


 


Email Address of Authorized Signatory:
 gabriel@arcadia.capital _____________________________________________________


 


Facsimile Number of Authorized Signatory:
_____________________________________________________________________


 


Address for Notice to Purchaser:


 


1361 East 10th Street


Brooklyn, NY 11730


 


Address for Delivery of Securities to Purchaser
(if not same as address for notice):


 


______________________________________________________________________________________________________


 


______________________________________________________________________________________________________


 


______________________________________________________________________________________________________


 


Subscription Amount: $
100,000      


 


Note Principal (Subscription Amount *1.08):
$108,00          


 


Warrants:                     


 


EIN Number, if applicable, will be provided
under separate cover: ________________________


 


[SIGNATURE PAGES CONTINUE]


 




    	29



     


    

 


[PURCHASER
SIGNATURE PAGE TO CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.


SECURITIES
PURCHASE AGREEMENT]


 


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


 


Name of Purchaser: Fourth Man, LLC__________________________________________________________________________


 


Signature of Authorized Signatory of
Purchaser:            /s/ Edward Deese______________________________________________


 


Name of Authorized Signatory: Edward
Deese___________________________________________________________________


 


Title of Authorized Signatory: Manager________________________________________________________________________


 


Email Address of Authorized Signatory: edeese@sbcglobal.net______________________________________________________


 


Facsimile Number of Authorized Signatory:
_____________________________________________________________________


 


Address for Notice to Purchaser:


 


21520 Yorba Linda Blvd.


Suite G PMB 335


Yorba Linda, CA 92887


 


Address for Delivery of Securities to Purchaser
(if not same as address for notice):


 


______________________________________________________________________________________________________


 


______________________________________________________________________________________________________


 


______________________________________________________________________________________________________


 


Subscription Amount: $100,000        


 


Note Principal (Subscription Amount *1.08):
$108,00        


 


Warrants:                                    


 


EIN Number, if applicable, will be provided
under separate cover: ________________________


 


[SIGNATURE PAGES CONTINUE]


 




    	30



     


    

 


[PURCHASER
SIGNATURE PAGE TO CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.


SECURITIES
PURCHASE AGREEMENT]


 


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


 


Name of Purchaser:
Morningview Financial, LLC_________________________________________________________________


 


Signature of Authorized Signatory of Purchaser:          /s/
Max Riccio__________________________________________________


 


Name of Authorized Signatory: Max Riccio______________________________________________________________________


 


Title of Authorized Signatory: Managing
Director_________________________________________________________________


 


Email Address
of Authorized Signatory: max@morningviewfn.com____________________________________________________


 


Facsimile Number of Authorized Signatory:
_____________________________________________________________________


 


Address for Notice to Purchaser:


 


401 Park Avenue South, 10th Fl.


New York, NY 10016


 


Address for Delivery of Securities to Purchaser
(if not same as address for notice):


 


______________________________________________________________________________________________________


 


______________________________________________________________________________________________________


 


______________________________________________________________________________________________________


 


Subscription Amount: $
100,000        


 


Note Principal (Subscription Amount *1.08):
$108,00               


 


Warrants:                                      


 


EIN Number, if applicable, will be provided
under separate cover: ________________________


 




    	31



     


    

 


EXHIBITS AND SCHEDULES


 


		Exhibit A	Form of Note



		Exhibit B	Form of Warrant



		Exhibit C	Escrow Agreement



		Exhibit D	TA Letter



 


Schedule 3.1(g)


Schedule 3.1(q)


 




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