Exhibit
10.29


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 10, 2021 (the “Effective Date”),
by and between ENDEXX CORPORATION, a Nevada corporation, with headquarters located at 38246 North Hazelwood Circle, Cave Creek,
Arizona 85331 (the “Company”), and Jefferson Street Capital LLC, a New Jersey limited liability company (including
its successors and assigns, a “Buyer”).


 


WHEREAS:


 


A.
The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under
the Securities Act of 1933, as amended (the “1933 Act”);


 


B.
WHEREAS, subject to the terms and provisions hereinafter set forth and upon the terms and subject to the limitations and conditions set
forth in the Note (as defined below), (i) the Buyer, desires to purchase, the Company desires to sell and issue to Buyer, a convertible
promissory note in the form attached hereto as Exhibit A (the “First Note”) convertible into shares of common stock,
$0.0001 par value per share, of the Company (the “Common Stock”)(the “First Closing”), and (ii)
the Buyer, desires to purchase and the Company desires to sell and issue to Buyer, one or more additional convertible promissory notes
convertible into shares of Common Stock, each in the form attached hereto as Exhibit A (the “Additional Notes” and
together with the First Note, the “Notes”) as may mutually be agreed in additional closings as set forth in Section
1(d) below (the “Additional Closings”) (each of the First Closing and the Additional Closings are sometimes hereinafter
individually referred to as a “Closing” and collectively as the “Closings” and this Agreement any
and all documents or instruments executed or to be executed by in connection with this Agreement, including the Notes and the Irrevocable
Transfer Agent Instructions, together with all modifications, amendments, extensions, future advances, renewals, and substitutions thereof
are sometimes hereinafter individually referred to as a “Transaction Document” and collectively as the “Transaction
Documents”);


 


C.
WHEREAS, the aggregate principal amount of Notes sold pursuant to this Agreement shall not exceed Seven Hundred Fifty Thousand and No/100
United States Dollars ($750,000.00); and


 


D.
WHEREAS, the Company and the Buyer have entered into that certain Registration Rights Agreement dated May 10, 2021, whereby the Company has agreed
to register the Registrable Securities (as defined in the Registration Rights Agreement) in connection herewith (substantially in the
form attached hereto as Exhibit B, the “Registration Rights Agreement”).


 




    	 	 	 



     


    




 


NOW
THEREFORE, the Company and the Buyer hereby agree as follows:


 


1.
PURCHASE AND SALE OF NOTE.



 


a.
Purchase of Notes. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Buyer, agrees to
purchase, at each Closing, and Company agrees to sell and issue to Buyer, at each Closing, a Note in the amount of the purchase price
applicable to each Closing as more specifically set forth below.


 


b.
First Closing. The First Closing of the purchase and sale of the First Note in an aggregate principal amount of Two Hundred Fifty
Thousand and No/100 United States Dollars ($250,000.00) for an aggregate purchase price of Two Hundred Fifty Thousand and No/100 United
States Dollars ($250,000.00), shall take place on the Effective Date, subject to satisfaction of the conditions to the First Closing
set forth in this Agreement (the “First Closing Date”). Subject to the satisfaction (or waiver) of the terms and conditions
of this Agreement, in respect of the First Closing Date Buyer shall purchase a First Note in the principal amount set forth opposite
such Buyer’s name in column (3) on the Schedule of Buyer attached hereto for a purchase price set forth opposite such Buyer’s
name in column (4) on the Schedule of Buyer hereto. Additional Closings of the purchase and sale of the Notes shall be at such
times and for such amounts as determined in accordance with Section 1(d) below, subject to satisfaction of the conditions to the Additional
Closings set forth in this Agreement (the “Additional Closing Dates”, collectively, with the First Closing Date, referred
to as the “Closing Dates”). The Closings shall occur on the respective Closing Dates through the use of overnight
mails and subject to customary escrow instructions from Buyer and their respective counsel, or in such other manner as is mutually agreed
to by the Company and the Buyer.


 


c.
Form of Payment. On each Closing Date, (i) Buyer shall pay the purchase price set forth on the face thereof for a Note to be issued
and sold to such Buyer at such Closing (the “Purchase Price”) by wire transfer of immediately available funds to the
Company, in accordance with the Company’s written wiring instructions, against delivery of such Note to such Buyer in the principal
amount set forth on the face thereof, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to such Buyer,
against delivery of such Purchase Price.


 


d.
Additional Closings. At any time after the First Closing but prior to the maturity date of the Note issued in the First Closing,
the Company may request that Buyer purchase additional Notes hereunder in Additional Closings by written notice to Buyer, and, subject
to the conditions below, Buyer shall purchase such additional Notes in such amounts and at such times as such Buyer and the Company may
mutually agree, so long as (i) no default or “Event of Default” (as such term is defined in any of the Transaction Documents)
shall have occurred or be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that,
with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder; (ii)
the Company clears all comments from the U.S. Securities and Exchange Commission on its Form 10 Registration Statement initially filed
on March 4, 2021; (iii) there remains an effective registration statement available to the Buyer for the resale of the shares of Common
Stock issuable upon conversion of the Note; (iv) the average daily trading dollar-denominated volume of the Common Stock for each of
the thirty (30) Trading Days (as defined in the Note) prior to the date of such Additional Closing exceeds $150,000.00; (v) the closing
price of the Common Stock for each of the thirty (30) Trading Days prior to the date of such Additional Closing exceeds $0.01; and (vi)
any additional purchase of Notes beyond the purchase of Note at the First Closing shall have been approved by Buyer, which approval may
be given or withheld in such Buyer’s sole and absolute discretion.


 




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2.
REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyer represents and warrants to the Company that:


 


a.
Investment Purpose. As of the date hereof, the Buyer is purchasing the Notes and the shares of Common Stock issuable upon conversion
of or otherwise pursuant to the Notes (including, without limitation, such additional shares of Common Stock, if any, as are issuable
(i) on account of interest on the Notes, (ii) as a result of the events described in Sections 1.3 of each Note, or (iii) in payment of
the Standard Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common Stock being
collectively referred to herein as the “Conversion Shares” and, collectively with the Notes, the “Securities”)
for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered
or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer
does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities
at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.


 


b.
Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D (an “Accredited Investor”).


 


c.
Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the
Securities.


 


d.
Information. The Buyer and its advisors, if any, have been, and for so long as any Note remains outstanding will continue to be,
furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and
sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for
so long as any Note remains outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding
the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless
such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any
other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s
right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment
in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the
Company’s representations and warranties made herein.


 




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e.
Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Securities.


 


f.
Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered
under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold
pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of
the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions
to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined
in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise
transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant
to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”),
and the Buyer shall have delivered to the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions
of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance
on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such
Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as
that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations
of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the
1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding
the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona
fide margin account or other lending arrangement. In the event that the Company does not accept the opinion of counsel provided by
the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within
three (3) business days of delivery of the opinion to the Company, the Company shall pay to the Buyer liquidated damages of three and
one half percent (3.5%) of the outstanding amount of applicable Note per day plus accrued and unpaid interest on such Note, prorated
for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects
to be pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price (as defined
in the Note) at the time of payment.


 




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g.
Legends. The Buyer understands that each Note and, until such time as the Conversion Shares have been registered under the 1933
Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that
can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of the certificates for such Securities):


 


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


 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon
which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under
an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any
restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the
Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the
effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted
by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s)
from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the
Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption
from registration, such as Rule 144 or Regulation S, at the Deadline (as such term is defined in Section 1.4(d) of the Note), it will
be considered an Event of Default pursuant to Section 3.2 of the Note.


 




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h.
Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered
on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its
terms.


 


i.
Residency. The Buyer is organized in the jurisdiction set forth on its respective signature page.


 


3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company makes the following representations and warranties to Buyer, which
shall be true and correct in all respects as of the date of the execution and delivery of this Agreement and as of the date of each Closing
hereunder, and which shall survive the execution and delivery of this Agreement:


 


a.
Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate
and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted. The Company and each of its Subsidiaries is duly qualified or in the process of becoming duly qualified as a foreign corporation
to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business
conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material
Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial
condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by
the agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other
organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership
interest.


 


b.
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into, deliver and perform
this Agreement, the Notes and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance
with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Notes by the Company and the consummation by
it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation
for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s
Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii)
this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative
is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith
and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of each Note, each
of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance
with its terms.


 




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c.
Capitalization. As of April 26, 2021, as disclosed in the SEC Documents (as defined herein), the authorized capital stock of the
Company consists of: (i) 1,000,000,000 shares of Common Stock, of which 456,071,215 shares are issued and outstanding; and (ii) 10,000,000
shares of Preferred Stock, of which 719,571 shares of Series Z Preferred Stock are issued and outstanding. Except as disclosed in the
SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance
pursuant to securities exercisable for, or convertible into or exchangeable for shares of Common Stock and an aggregate of 30,000,000
shares are reserved for issuance upon conversion of the Notes. All of such outstanding shares of capital stock are, or upon issuance
will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive
rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure
to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding
options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other
commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares
of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may
become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements
under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933
Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement
providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed
in its SEC Documents true and correct copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles
of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the
terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof
in respect thereto. The Company shall provide Buyer with a written update of this representation signed by the Company’s Chief
Executive Officer on behalf of the Company as of each Closing Date.


 


d.
Issuance of Shares. The issuance of each Note is duly authorized and, upon issuance in accordance with the terms of this Agreement,
will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other
encumbrances with respect to the issue thereof. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion
of each Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes,
liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights
of shareholders of the Company and will not impose personal liability upon the holder thereof.


 




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e.
Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon
the issuance of the Conversion Shares upon conversion of each Note. The Company further acknowledges that its obligation to issue Conversion
Shares upon conversion of each Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive
effect that such issuance may have on the ownership interests of other shareholders of the Company.


 


f.
No Conflicts. The execution, delivery and performance of this Agreement and the Notes by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance
of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Articles of Incorporation or By-laws,
or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or
lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii)
result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations
and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or
any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for
such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the
aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its Articles of Incorporation,
By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred
which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company
nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or
by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would
not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are
not being conducted, and shall not be conducted so long as any Buyer owns any of the Securities, in violation of any law, ordinance or
regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any
applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or
registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party
in order for it to execute, deliver or perform any of its obligations under this Agreement, the Note in accordance with the terms hereof
or thereof or to issue and sell the Note in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the
Note. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding
sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of
the OTC Markets Group Inc., the OTCQB, OTC Pink or any similar quotation system (the “OTC”), and does not reasonably
anticipate that the Common Stock will be delisted by the OTC or any similar quotation system, in the foreseeable future nor are the Company’s
securities “chilled” by DTC. The Company and its Subsidiaries are unaware of any facts or circumstances which might give
rise to any of the foregoing.


 




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g.
SEC Documents; Financial Statements. The Company has timely filed all quarterly and annual reports required to be filed by it
with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”)
(all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto
and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the
“SEC Documents”). The Company has delivered to Buyer true and complete copies of the SEC Documents, except for such
exhibits and incorporated documents, and except as such SEC Documents are available on the SEC’s Electronic Data Gathering, Analysis,
and Retrieval system (“EDGAR”) at www.sec.gov. As of their respective dates, the SEC Documents complied in
all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable
to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been,
required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings
prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied
as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect
thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently
applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and
its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial
statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to September 30, 2020, and (ii) obligations under contracts and commitments incurred
in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial
statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company.
The Company is subject to the reporting requirements of the 1934 Act. For the avoidance of doubt, filing of the documents required in
this Section 3(g) via EDGAR shall satisfy all delivery requirements of this Section 3(g).


 




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h.
Absence of Certain Changes. Since September 30, 2020, there has been no material adverse change and no material adverse development
in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting
status of the Company or any of its Subsidiaries.


 


i.
Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened
against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have
a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of the
Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a
Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the
foregoing.


 


j.
Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all
patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks,
service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business
as now operated (and, as presently contemplated to be operated in the future). Except as disclosed in the SEC Documents, there is no
claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges
the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business
as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s
or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other
rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The
Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their
Intellectual Property.


 


k.
No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or
other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has
or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract
or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.


 




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l.
Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax
returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company
and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes)
and 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, except those being contested in good faith and has set aside on its books provisions reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know
of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment
or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any
taxing authority.


 


m.
Certain Transactions. Other than as disclosed in the SEC Documents and except for arm’s length transactions pursuant to
which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the
Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options disclosed on Schedule 3(c),
none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries
(other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to
or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity
in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.


 


n.
Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided
to Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in
all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein
or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists
with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions,
which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so
publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated
into an effective registration statement filed by the Company under the 1933 Act).


 


o.
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that Buyer is acting solely
in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect
to this Agreement and the transactions contemplated hereby and any statement made by a Buyer or any of its respective representatives
or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely
incidental to the Buyer’ purchase of the Securities. The Company further represents to Buyer that the Company’s decision
to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.


 




    	 	11	 



     


    




 


p.
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require
registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not
be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval
provisions applicable to the Company or its securities.


 


q.
No Brokers. Except for the Registered Broker Dealer Fee (as defined below) to Network 1 Financial Securities Inc., the registered
broker dealer in connection with the transactions contemplated hereunder, the Company has taken no action which would give rise to any
claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated
hereby.


 


r.
Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties
and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action
pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the
Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such
conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect. Since September 30, 2020, neither the Company nor any of its Subsidiaries has received any notification with respect to possible
conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which
conflicts, defaults or violations would not have a Material Adverse Effect.


 


 s.
Environmental Matters.



 


(i)
There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company,
no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities,
circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability
or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local
or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor
is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental
Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including,
without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws
relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances
or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes,
decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations
issued, entered, promulgated or approved thereunder.


 




    	 	12	 



     


    




 


(ii)
Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained
on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were
released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the
property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any
of its Subsidiaries’ business.


 


(iii)
There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries
that are not in compliance with applicable law.


 


t.
Title to Property. Except as disclosed in the SEC Documents the Company and its Subsidiaries have good and marketable title in
fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business
of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects or such as would not have a Material
Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting
and enforceable leases with such exceptions as would not have a Material Adverse Effect.


 


u.
Internal Accounting Controls. Except as disclosed in the SEC Documents the Company and each of its Subsidiaries maintain a system
of internal accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance
that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences.


 


v.
Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other
person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any
corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any
direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 




    	 	13	 



     


    




 


w.
Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets
have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute
and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after
giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would
impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive
a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated
by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its
current fiscal year. For the avoidance of doubt any disclosure of the Borrower’s ability to continue as a “going concern”
shall not, by itself, be a violation of this Section 3(w).


 


x.
No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.


 


y.
Insurance. The Company and each of its Subsidiaries are insured or are in the process of securing insurance by insurers of recognized
financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary
in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to
believe that it will not be able to secure and then renew insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written
request the Company will provide to Buyer true and correct copies of all policies relating to directors’ and officers’ liability
coverage, errors and omissions coverage, and commercial general liability coverage.


 


z.
Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on the
basis of being a “bad actor” as that term is established in the September 19, 2013 Small Entity Compliance Guide published
by the SEC.


 


aa. Shell
Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or
that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company
has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will
instruct its counsel to either (i) write a 144-3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such
opinion from a Buyer’s counsel.


 




    	 	14	 



     


    




 


bb.
No-Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its
Subsidiaries and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in its 1934 Act
filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 


cc. Manipulation
of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly, any
action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for,
purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person
any compensation for soliciting another to purchase any other securities of the Company.


 


dd.
Sarbanes-Oxley Act. The Company and each Subsidiary is in material compliance with all applicable requirements of the Sarbanes-Oxley
Act of 2002 that are effective as of the date hereof, and all applicable rules and regulations promulgated by the SEC thereunder that
are effective as of the date hereof.


 


ee.
Employee Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs
any member of a union. The Company believes that its and its Subsidiaries’ relations with their respective employees are good.
No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries
has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate
such officer’s employment with the Company or any such Subsidiary. To the knowledge of the Company, no executive officer or other
key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment
contract, confidentiality, disclosure or proprietary information agreement, non- competition agreement, or any other contract or agreement
or any restrictive covenant, and the continued employment of each such executive officer or other key employee (as the case may be) 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 federal, state, local and foreign laws and regulations respecting labor, employment and employment
practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


ff.
Breach of Representations and Warranties by the Company. The Company agrees that if the Company breaches any of the representations
or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement and
it being considered an Event of Default under Section 3.5 of the Note, the Company shall pay to the Buyer the Standard Liquidated Damages
Amount in cash or in shares of Common Stock at the option of the Company, until such breach is cured. If the Company elects to pay the
Standard Liquidated Damages Amounts in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.


 




    	 	15	 



     


    




 


4.
COVENANTS.


 


a.
Best Efforts. The parties shall use their commercially reasonable best efforts to satisfy timely each of the conditions described
in Section 7 and 8 of this Agreement.


 


b.
Removed and Reserved.


 


c.
Use of Proceeds. The Company shall use the proceeds from the sale of the Notes for working capital and other general corporate
purposes and shall not, directly or indirectly, use such proceeds for any loan to or investment in any other corporation, partnership,
enterprise or other person (except in connection with its currently existing direct or indirect Subsidiaries).


 


d. Removed
and Reserved.


 


e. Financial
Information. The Company agrees to send or make available the following reports to Buyer until such Buyer transfers, assigns, or
sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy of its Annual Report on Form 10-K, its
Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within one (1) day after release, copies of all press
releases issued by the Company or any of its Subsidiaries; and (iii) contemporaneously with the making available or giving to the
shareholders of the Company, copies of any notices or other information the Company makes available or gives to such shareholders.
For the avoidance of doubt, filing the documents required in (i) above via EDGAR or releasing any documents set forth in (ii) above
via a recognized wire service shall satisfy the delivery requirements of this Section 4(e).


 


f.
Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated
quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as
any Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of
all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as any Buyer owns
any of the Securities, maintain the listing and trading of its Common Stock on the OTC or any equivalent replacement exchange, the Nasdaq
Stock Market (“Nasdaq”), the New York Stock Exchange (“NYSE”), or the NYSE American (“AMEX”)
and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial
Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to Buyer
copies of any material notices it receives from the OTC and any other exchanges or quotation systems on which the Common Stock is then
listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems. The Company shall
pay any and all fees and expenses in connection with satisfying its obligation under this Section 4(f).


 




    	 	16	 



     


    




 


g.
Corporate Existence. So long as any Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall
not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially
all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations
hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose
Common Stock is listed for trading on the OTC, Nasdaq, NYSE or AMEX.


 


h.
No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities
to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable
to the Company or its securities.


 


i.
Failure to Comply with the 1934 Act. So long as any Buyer beneficially owns any Note, the Company shall comply with the quarterly
and annual reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the
1934 Act.


 


j.
Trading Activities. No Buyer nor its affiliates has an open short position (or other hedging or similar transactions) in the Common
Stock of the Company and Buyer agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or
hedging transactions with respect to the Common Stock of the Company.


 


k.
Restriction on Activities. Commencing as of the date first above written, and until the sooner of the six month anniversary of
the date first written above or payment of the Note in full, or full conversion of the Note, the Company shall not, directly or indirectly,
without Buyer’s prior written consent, which consent shall not be unreasonably withheld, delayed, denied, or conditioned: (a) materially
change the nature of its business; (b) materially sell, divest, acquire, change the structure of any material assets other than in the
ordinary course of business; or (c) solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with any
other person or entity in respect of any variable rate debt transactions (i.e., transactions where the conversion or exercise price of
the security issued by the Company varies based on the market price of the Common Stock) above $500,000, whether a transaction similar
to the one contemplated hereby or any other investment.


 




    	 	17	 



     


    

 





l.
Removed and Reserved.



 


m.
Par Value. If the closing bid price at any time a Note is outstanding falls below $0.0001 for five (5) consecutive days, the Company
shall cause the par value of its Common Stock to be reduced to $0.00001 or less.


 


n.
Breach of Covenants. The Company agrees that if the Company breaches any of the covenants set forth in this Section 4, and in
addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under Section
3.4 of the Notes, the Company shall pay to Buyer the Standard Liquidated Damages Amount in cash or in shares of Common Stock at the option
of the Buyer, until such breach is cured. If a Buyer elects to receive the Standard Liquidated Damages Amounts in shares of Common Stock,
such shares shall be issued at the Conversion Price at the time of payment.


 


o.
Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered
in the name of Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by such Buyer to the Company
upon conversion of the Notes in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the
event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement,
a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the this Agreement (including but
not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent
to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares
may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately
sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that:
(i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section, and stop transfer instructions
to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the
1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities
as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities
shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the
Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or
issuing) (electronically or in certificated form) any certificate for Conversion Shares to be issued to a Buyer upon conversion of or
otherwise pursuant to the Notes as and when required by the Notes and this Agreement; and (iii) it will not fail to remove (or directs
its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw
any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to a Buyer upon conversion of
or otherwise pursuant to the Notes as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way
a Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements,
if any, upon re-sale of the Securities. If a Buyer provides the Company with (i) an opinion of counsel in form, substance and scope customary
for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration
under the 1933 Act and such sale or transfer is effected or (ii) a Buyer provides reasonable assurances that the Securities can be sold
pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer
agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by such Buyer.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the
intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach
of its obligations under this Section may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the
provisions of this Section, that Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any
breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being
required.


 




    	 	18	 



     


    




 


p.
Common Share Issuance, Common Stock Purchase Warrant Issuance. As additional consideration for the Buyer delivering the Purchase
Price to the Company, the Company shall issue the Buyer (i) 420,000 shares of Common Stock deliverable on the Closing Date (the “Share
Issuance”), and (ii) a Common Stock Purchase Warrant to purchase 5,185,185 Warrant Shares (as defined in the Warrant) at an
exercise price of $0.08, subject to adjustment, expiring three years from the issuance date (substantially in the form attached hereto
as Exhibit C, the “Warrant”).


 


q.
Additional Expenses. The Company shall reimburse Buyer for any and all expenses incurred by them in connection with the Company’s
transfer agent. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement
to Buyer for all fees and expenses immediately upon written notice by such Buyer or the submission of an invoice by such Buyer.


 


5.
CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell a Note
to a Buyer at a Closing is subject to the satisfaction, at or before each Closing Date of each of the following conditions thereto, provided
that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:


 


a. Such Buyer shall have executed this Agreement and delivered the same to the Company.


 


b.
Such Buyer shall have delivered its respective portion of the Purchase Price in accordance with Section 1(b) above.


 




    	 	19	 



     


    

 





c.
The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of
the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and such Buyer
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date.


 


d.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


6. CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE.



 





a.
The obligation of Buyer hereunder to purchase a First Note at the First Closing is subject to the satisfaction, at or before the
First Closing Date of each of the following conditions, provided that these conditions are for Buyer’s sole benefit and may be
waived by a Buyer at any time in its sole discretion:


 


(i)
The Company shall have executed one or more copy of this Agreement and delivered the same to Buyer.


 


(ii)
The Board of Directors of the Company shall have approved by Unanimous Written Consent or a Resolution of a majority of the members of
the Board at a meeting (the “Consent”) and transactions contemplated by this Agreement and the First Note and the
Company shall have delivered a copy of such fully executed Consent to the Buyer.


 


(iii)
The Company shall have delivered to Buyer its duly executed First Note (in such denominations as such Buyer shall request) and in accordance
with Section 1(b) above.


 


(iv)
The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer that is majority-in-interest holder of the
outstanding Notes, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent and a copy of such
fully executed Irrevocable Transfer Agent Instructions shall have been delivered to Buyer.


 


(v)
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as
of the First Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and
the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. Buyer shall have
received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the First Closing Date, to
the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates
with respect to the Company’s Articles of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions
contemplated hereby.


 




    	 	20	 



     


    




 


(vi)
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


(vii)
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited
to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.


 


(viii)
The Conversion Shares shall have been authorized for quotation on the OTC or any similar quotation system and trading in the Common Stock
on the OTC or any similar quotation system shall not have been suspended by the SEC or the OTC or any similar quotation system.


 


(ix)
Buyer shall have received an officer’s certificate described in Section 3(c) above, and the Registration Rights Agreement each
dated as of the First Closing Date.


 


(x)
Buyer shall have received a fully executed Warrant and been delivered the Share Issuance as set forth herein.


 


b.
The obligation of Buyer hereunder to purchase Additional Notes at any Additional Closing is subject to the satisfaction, at or before
applicable Additional Closing Date of each of the following conditions, provided that these conditions are for such Buyer’s sole
benefit and may be waived by a Buyer at any time in its sole discretion:


 


(i)
The Buyer and the Company shall have executed the Transaction Documents applicable to the Additional Closing and delivered copies of
the same to Buyer.


 




    	 	21	 



     


    

 


(ii)
The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of
such representations and warranties are already qualified as to materiality in Section 2 above, in which case, such representations and
warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the Additional
Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date.


 


(iii)
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.


 


(iv)
No default or Event of Default shall have occurred and be continuing under this Agreement or any other Transaction Documents, and no
event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default
under this Agreement or any other Transaction Documents.


 


(v)
The Company shall have executed such other agreements, certificates, confirmations or resolutions as Buyer may require to consummate
the transactions contemplated by this Agreement and the Transaction Documents.


 


 7.
GOVERNING LAW; MISCELLANEOUS.



 


a.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard
to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by
this Agreement, the Notes or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the
state courts of New York, in the federal courts located in the Southern District of the State of New York, or in such other jurisdiction
and venue as the Holder may determine in its sole discretion. The parties to this Agreement hereby irrevocably waive any objection to
jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or
based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT
OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be
entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement
or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with
such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents
to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document 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.


 




    	 	22	 



     


    




 


b.
Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto
by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


c.
Construction; Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not be construed
against any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part
of, or affect the interpretation of, this Agreement.


 


d.
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


e.
Entire Agreement; Amendments. This Agreement, the Notes and the instruments referenced herein contain the entire understanding
of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this
Agreement may be waived or amended other than by an instrument in writing signed by the Buyer the majority in interest holder of the
outstanding Notes.


 


f.
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, e-mail, 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 email or 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:


 


If
to the Company, to:


 


Endexx Corporation


38246
North Hazelwood Circle


Cave
Creek, Arizona 85331


E-mail:
endexxcorporation@yahoo.com


 


If
to Buyer, to:


 


Jefferson
Street Capital LLC


720
Monroe Street, Suite C401B


Hoboken,
New Jersey 07030


E-mail:
brian@jeffersonstreetcapital.com


 


Each
party shall provide notice to the other party of any change in address.


 


g.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, subject to Section 2(f), a Buyer may assign its rights hereunder to any person that
purchases Securities in a private transaction from such Buyer or to any of its “affiliates,” as that term is defined under
the 1934 Act, without the consent of the Company.


 


h.
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


i.
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall
survive the closing hereunder not withstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees
to indemnify and hold harmless Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of
or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement
or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 




    	 	23	 



     


    

 





j.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


k.
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


l.
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by
vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Agreement, that Buyer shall be entitled, in addition to all other available remedies at law or
in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any
breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss
and without any bond or other security being required.


 


m.
Publicity. The Company, and Buyer shall have the right to review a reasonable period of time before issuance of any press releases,
SEC, OTC or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however,
that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, OTC (or other applicable
trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer
shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof
and be given an opportunity to comment thereon).


 


n.
Indemnification. In consideration of Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder,
and in addition to all of the Company’s other obligations under this Agreement or the Notes, the Company shall defend, protect,
indemnify and hold harmless Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect investors
and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions,
causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective
of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’
fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or
relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement or the Notes
or any other agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement
or obligation of the Company contained in this Agreement or the Notes or any other agreement, certificate, instrument or document contemplated
hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these
purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance
or enforcement of this Agreement or the Notes or any other agreement, certificate, instrument or document contemplated hereby or thereby,
(ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the
Securities, or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated
by this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall
make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable
law.


 


[signature
page follows]


 




    	 	24	 



     


    

 





IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first above written.


 


	ENDEXX CORPORATION	 
	 	 	 
	By:	 	 
	Name:	Todd
    A. Davis	 
	Title:
    	Chief
    Executive Officer	 
	 	 	 
	JEFFERSON STREET CAPITAL LLC	 
	 	 	 
	By:	 	 
	Name:	Brian
    Goldberg	 
	Title:
    	Managing
    Member	 


 


Aggregate
Purchase Price: $750,000.00


 


Aggregate
Principal Amount: $750,000.00


 




    	 	25	 



     


    

 





Exhibit
A


 


Note


 


See attached


 




    	 	26	 



     


    




 


Exhibit
B


 


Registration
Rights Agreement


 


See attached


 




    	 	27	 



     


    







 


Exhibit
C


 


Warrant


 


See attached


 




    	 	28