Exhibit
10.1


 


EXECUTION
VERSION


 


SECURITIES
PURCHASE AGREEMENT


 


THIS
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 6, 2021, by and among SAMSARA LUGGAGE,
INC., a Nevada corporation (the “Company”), and YAII PN, LTD., a Cayman Islands exempt company (“Investor”).


 


WITNESSETH


 


WHEREAS,
the Company and the Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration pursuant
to Section 4(2) and/or Rule 506 of Regulation D (“Regulation D”) as promulgated by the U.S. Securities and Exchange
Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”);


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor,
as provided herein, and the Investor shall purchase a convertible debenture, substantially in the form attached hereto as “Exhibit
A”, (the “Convertible Debenture”) in the principal amount of USD$150,000 (the “Purchase Price”),
which shall be convertible into shares of the Company’s common stock, par value $0.0001 (the “Common Stock”)
(as converted, the “Conversion Shares”), within 1 business day following the date hereof, subject to notification
of satisfaction of the conditions to the losing set forth herein and in Sections 7(a) and 8(a) herein (the “Closing”
or “Closing Date”),;


 


WHEREAS,
contemporaneously with the Closing the Company shall issue to the Investor a warrant, in the form attached hereto as “Exhibit
B”, to purchase 10,838 shares of the Company’s Common Stock (the “Warrant” and (the “Warrant
Shares”);


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering Irrevocable Transfer
Agent Instructions in the form attached hereto as “Exhibit C” (the “Irrevocable Transfer Agent Instructions”);
and


 


WHEREAS,
the Convertible Debenture, the Conversion Shares, the Warrant and the Warrant Shares, collectively are referred to herein as the “Securities”);


 


NOW,
THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Investor
hereby agree as follows:


 


1. CERTAIN
DEFINITIONS.


 


(a) “Anti-Bribery
Laws” shall mean of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery
of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices
Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction
in which the Company operates its business, including, in each case, the rules and regulations thereunder.


 






     


     


    

 


(b) “Applicable
Laws” shall mean applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines,
ordinance or regulation of any governmental entity and codes having the force of law, whether local, national, or international, as amended
from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial
record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls,
including the Anti-Bribery Laws, (iii) OFAC and any Sanctions Laws or Sanctions Programs, and (iv) CAATSA and any CAATSA Sanctions Programs,
Anti-Money Laundering Laws.


 


(c) “BHCA”
shall mean the Bank Holding Company Act of 1956, as amended.


 


(d) “CAATSA”
shall mean Public Law No. 115-44 The Countering America’s Adversaries Through Sanctions Act.


 


(e) “CAATSA
Sanctions Programs” shall mean a country or territory that is, or whose government is, the subject of sanctions imposed by
CAATSA.


 


(f) 
“Anti-Money Laundering Laws” shall mean applicable financial recordkeeping and reporting requirements and all other
applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations, including, but not limited to, those of the Currency
and Foreign Transactions Reporting Act of 1970, as amended, the United States Bank Secrecy Act, as amended by the USA PATRIOT Act of
2001, and the United States Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and 1957), as amended, as well as the implementing
rules and regulations promulgated thereunder, and the applicable money laundering statutes of all applicable jurisdictions, the rules
and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental
agency or self-regulatory.


 


(g) “OFAC”
shall mean the U.S. Department of Treasury’s Office of Foreign Asset Control.


 


(h) “Sanctioned
Country” shall mean a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting
trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria.


 


(i) “Sanctions
Laws” shall mean any sanctions administered or enforced by OFAC or the U.S. Departments of State or Commerce and including,
without limitation, the designation as a “Specially Designated National” or on the “Sectoral Sanctions Identifications
List”, collectively “Blocked Persons”), the United Nations Security Council (“UNSC”), the European
Union, Her Majesty's Treasury (“HMT”) or any other relevant sanctions authority.


 




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(j) “Sanctions
Programs” shall mean any OFAC, HMT or UNSC economic sanction program including, without limitation, programs related to a Sanctioned
Country.


 


(k) “Sarbanes-Oxley
Act” means the Sarbanes-Oxley Act of 2002, as amended.


 


2. PURCHASE
AND SALE OF THE CONVERTIBLE DEBENTURE.


 


(a) Purchase
of the Convertible Debenture. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Investor
agrees, to purchase at the Closing, and the Company agrees to sell and issue to Investor, at the Closing the Convertible Debenture.


 


(b) Closing
Date. The Closing of the purchase and sale of the Convertible Debenture shall take place at 10:00 a.m. Eastern Standard Time on the
applicable Closing Date, subject to notification of satisfaction of the conditions to the Closing set forth herein and in Sections 7
and 8 below (or such later date as is mutually agreed to by the Company and the Investor (each a “Closing Date”).


 


(c) Form
of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Investor shall
deliver to the Company such aggregate proceeds for the Convertible Debenture to be issued and sold to the Investor at the Closing, minus
the fees to be paid directly from the proceeds of such Closing as set forth in Section 5(n)(ii) below and (ii) the Company shall
deliver to the Investor a Convertible Debenture which the Investor is purchasing at the Closing duly executed on behalf of the Company.


 


3. INVESTOR’S
REPRESENTATIONS AND WARRANTIES.


 


The
Investor represents and warrants, that:


 


(a) Investment
Purpose. The Investor is acquiring the Securities for its own account for investment only and not with a view towards, or for resale
in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act;
provided, however, that by making the representations herein, the Investor reserves the right to dispose of the Securities at any time
in accordance with or pursuant to an effective registration statement covering such Securities or an available exemption under the Securities
Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with any corporation, association,
partnership, organization, business, individual, government or political subdivision thereof or governmental agency (“Person”)
to distribute any of the Securities.


 


(b) Accredited
Investor Status. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation
D.


 




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


 


(d) Information.
The Investor and its advisors (and his or, its counsel), if any, have been furnished with all materials relating to the business, finances
and operations of the Company and information he deemed material to making an informed investment decision regarding his purchase of
the Securities, which have been requested by the Investor. The Investor and its advisors, if any, have been afforded the opportunity
to ask questions of the Company and its management. Neither such inquiries nor any other due diligence investigations conducted by the
Investor or its advisors, if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s
representations and warranties contained in Section 4 below. The Investor understands that its investment in the Securities involves
a high degree of risk. The Investor is in a position regarding the Company, which, based upon employment, family relationship or economic
bargaining power, enabled and enables the Investor to obtain information from the Company in order to evaluate the merits and risks of
this investment. The Investor has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment
decision with respect to its acquisition of the Securities.


 


(e) No
Governmental Review. The Investor understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities, or the fairness or suitability of the investment in
the Securities, nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(f) Transfer
or Resale. The Investor understands that: (i) the Securities have not been and are not being registered under the Securities Act
or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder,
(B) the Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities
to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements,
or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such
Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or
a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth
therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further,
if Rule 144 is not applicable, any resale of the 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 Securities Act) may require compliance with some
other exemption under the Securities 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 the Securities under the Securities Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder.


 




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(g) Legends.
The Investor agrees to the imprinting, so long as is required by this Section 3(g), of a restrictive legend in substantially the following
form:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


 


Certificates
evidencing the Conversion Shares and the Warrant Shares, shall not contain any legend (including the legend set forth above), (i) while
a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such
Conversion Shares or Warrant Shares pursuant to Rule 144, (iii) if such Conversion Shares or Warrant Shares are eligible for sale under
Rule 144, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations
and pronouncements issued by the staff of the SEC). The Company shall cause its counsel to issue a legal opinion to the Company’s
transfer agent promptly after the effective date (the “Effective Date”) of a registration statement covering the resale
of the Conversion Shares and/or the Warrant Shares if required by the Company’s transfer agent to effect the removal of the legend
hereunder. If all or any portion of a Convertible Debenture is converted and/or a Warrant is exercised by the Investor that is not an
Affiliate of the Company (a “Non-Affiliated Investor”) at a time when there is an effective registration statement
to cover the resale of the Conversion Shares and Warrant Shares, such Conversion Shares and/or Warrant Shares shall be issued free of
all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section
3(g), it will, no later than 3 Trading Days following the delivery by a Non-Affiliated Investor to the Company or the Company’s
transfer agent of a certificate representing the Conversion Shares and/or the Warrant Shares, issued with a restrictive legend (such
3rd Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Non-Affiliated Investor
a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on
its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section.
The Investor acknowledges that the Company’s agreement hereunder to remove all legends from the Conversion Shares and/or the Warrant
Shares is not an affirmative statement or representation that such Conversion Shares and/or Warrant Shares are freely tradable. The Investor,
agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 3(g) is predicated
upon the Company’s reliance that the Investor will sell any 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.


 




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(h) Authorization,
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid
and binding agreement of the Investor enforceable in accordance with its terms, except as such enforceability may be limited by general
principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to,
or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(i) Receipt
of Documents. The Investor and his or its counsel has received and read in their entirety: (i) this Agreement and each representation,
warranty and covenant set forth herein and the Transaction Documents (as defined herein); (ii) all due diligence and other information
necessary to verify the accuracy and completeness of such representations, warranties and covenants; (iii) all EDGAR filings, including
but not limited to the Company’s Form 10-K for the fiscal year ended December 31, 2019; (iv) the Company’s Form 10-Q for
the fiscal quarter ended March 31, 2020, June 30, 2020, September 30, 2020 and (v) answers to all questions the Investor submitted to
the Company regarding an investment in the Company; and the Investor has relied on the information contained therein and has not been
furnished any other documents, literature, memorandum or prospectus.


 


(j) Due
Formation of Corporate and Other Investors. If the Investor is a corporation, trust, partnership or other entity that is not an individual
person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Securities and is
not prohibited from doing so.


 


(k) No
Legal Advice From the Company. The Investor acknowledges, that it had the opportunity to review this Agreement and the transactions
contemplated by this Agreement with his or its own legal counsel and investment and tax advisors. The Investor is relying solely on such
counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax
or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


4. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


Except
as set forth under the corresponding section of the Disclosure Schedules which Disclosure Schedules shall be deemed a part hereof and
to qualify any representation or warranty otherwise made herein to the extent of such disclosure, the Company hereby makes the representations
and warranties set forth below to the Investor:


 


(a) Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 4(a). 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 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.


 




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(b) Security
Interests Granted.Except as set forth on Disclosure Schedule 4(b) there are no security interests granted, issued or
allowed to exist in any assets of the Company or subsidiary.


 


(c) Organization
and Qualification. The Company and its subsidiaries are corporations duly organized and validly existing in good standing under the
laws of the jurisdiction in which they are incorporated, and have the requisite corporate power to own their properties and to carry
on their business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business
and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good standing would 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 or condition (financial or otherwise) of the Company and the subsidiaries, taken as a
whole, or (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 (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no proceeding has been
instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority
or qualification as the Company is currently organized.


 


(d) Authorization,
Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into
and perform its obligations under this Agreement, the Convertible Debenture, the Irrevocable Transfer Agent Instructions, the Warrants,
and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement
(collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof,
(ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated
hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the
Conversion Shares and the Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further consent
or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly
executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement
of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason
why the Company cannot perform any of the Company’s other obligations under the Transaction Documents.


 




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(e) Capitalization.
The authorized capital stock of the Company consists of 7,500,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock,
par value $0.0001 (“Preferred Stock”) of which 856,647 shares of Common Stock and -0- shares of Preferred Stock are
issued and outstanding. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable,
have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation
of any preemptive rights or similar rights to subscribe for or purchase securities. Except as disclosed in Schedule 4(e): (i)
none of the Company's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered
or permitted by the Company; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of
any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock
of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its
subsidiaries is or may become bound to issue additional capital stock of the Company or any of its subsidiaries or options, warrants,
scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into,
or exercisable or exchangeable for, any capital stock of the Company or any of its subsidiaries; (iii) there are no outstanding debt
securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the
Company or any of its subsidiaries or by which the Company or any of its subsidiaries is or may become bound; (iv) there are no financing
statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company or any
of its subsidiaries; (v) there are no outstanding securities or instruments of the Company or any of its subsidiaries which contain any
redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any
of its subsidiaries is or may become bound to redeem a security of the Company or any of its subsidiaries; (vi) there are no securities
or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (vii) the Company
does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (viii)
the Company and its subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed
in the SEC Documents, other than those incurred in the ordinary course of the Company's or its subsidiaries' respective businesses and
which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished to the Investor
true, correct and complete copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the “Certificate
of Incorporation”), and the Company's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”),
and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights
of the holders thereof in respect thereto. No further approval or authorization of any stockholder, the Board of Directors of the Company
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.


 


(f) Issuance
of Securities. The issuance of the Convertible Debenture and the Warrant are duly authorized and free from all taxes, liens and charges
with respect to the issue thereof. Upon issuance of the Conversion Shares in accordance with the terms of the Convertible Debenture and
the Warrant Shares upon exercise of the Warrant pursuant to its terms, the Conversion Shares and/or the Warrant Shares, when issued will
be validly issued, fully paid and nonassessable, free from all taxes, liens and charges with respect to the issue thereof. The Company
shall increase its authorized share capital such that it shall have sufficient shares to be able to reserve from its duly authorized
capital stock the appropriate number of shares of Common Stock as set forth in this Agreement.


 




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(g) No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Debenture, and the
undertaking to reserve for issuance and issuance of the Conversion Shares, the issuance of the Warrant, and the issuance of the Warrant
Shares) will not (i) result in a violation of any certificate of incorporation, certificate of formation, any certificate of designations
or other constituent documents of the Company or any of its subsidiaries, any capital stock of the Company or any of its subsidiaries
or bylaws of the Company or any of its subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) in any respect under, or 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 (iii) result
in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations
and the rules and regulations of the National Association of Securities Dealers Inc.’s OTC Markets) 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 in the
case of each of clauses (ii) and (iii), such as could not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect. The business of the Company and its subsidiaries is not being conducted, and shall not be conducted in
violation of any material law, ordinance, or regulation of any governmental entity. Except as specifically contemplated by this Agreement
and as required under the Securities 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 or governmental agency in order for it to execute, deliver
or perform any of its obligations under or contemplated by this Agreement in accordance with the terms hereof. 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 and its subsidiaries are unaware of any facts or circumstance, which might give rise to any
of the foregoing.


 


(h) SEC
Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to
be filed by it with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)
during the 2 years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)
(all of the foregoing filed within the 2 years preceding the date hereof as amended after the date hereof and all exhibits included therein
and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the
“SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such
SEC Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). The Company has delivered to the
Investor or its representatives, or made available through the SEC’s website at http://www.sec.gov, true and complete copies of
the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange
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 the light of the circumstances under which they were made,
not misleading. As of their respective dates, the financial statements of the Company and its subsidiaries 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 generally accepted accounting principles, consistently
applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or (ii) in the case of unaudited
interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material
respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or
on behalf of the Company to the Investor which is not included in the SEC Documents contains any untrue statement of a material fact
or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they
are or were made, not misleading.


 




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(i) 10(b)-5.
The SEC Documents do not include any untrue statements of material fact, nor do they omit to state any material fact required to be stated
therein necessary to make the statements made, in light of the circumstances under which they were made, not misleading.


 


(j) Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency,
self-regulatory organization or body pending against or affecting the Company, the Common Stock or any of the Company’s subsidiaries,
wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.


 


(k) CAATSA.
Neither the Company or its subsidiaries, nor, to Company’s knowledge, any director, officer, agent, employee or affiliate of the
Company or subsidiaries, is a Person that is, or is owned or controlled by a Person that has a place of business in, or is operating,
organized, resident or doing business in a country or territory that is, or whose government is, the subject of the CAATSA Sanctions
Programs.


 


(l) Sarbanes-Oxley
Act. The Company and its subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act, that
are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are applicable
to the Company and its subsidiaries and effective as of the date hereof.


 


(m) BHCA.
Neither the Company nor any of its Subsidiaries or affiliates is subject to BHCA and to regulation by the Board of Governors of the Federal
Reserve System (the “Federal Reserve). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly
or indirectly, 5% or more of the outstanding shares of any class of voting securities or 25% or more of the total equity of a bank or
any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates
exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation
by the Federal Reserve.


 




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(n) No
Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably anticipated
by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and except
as set forth in Schedule 4(n) hereto the Company is current with respect to any fees owed to its accountants and lawyers which could
affect the Company's ability to perform any of its obligations under any of the Transaction Documents.


 


(o) Compliance
with Applicable Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance Applicable
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 of its Subsidiaries with respect to Applicable Laws is pending or, to the knowledge of the Company, threatened.


 


(p) No
Conflicts with Sanctions Laws. Neither the Company nor any of its Subsidiaries, nor any director, officer, employee, agent, affiliate
or other person associated with or acting on behalf of the Company or any of its Subsidiaries or affiliates is, or is directly or indirectly
owned or controlled by, a Person that is currently the subject or the target of any Sanctions Laws or is a Blocked Person; neither the
Company, any of its Subsidiaries, nor any director, officer, employee, agent, affiliate or other person associated with or acting on
behalf of the Company or any of its Subsidiaries or affiliates, is located, organized or resident in a country or territory that is the
subject or target of a comprehensive embargo, Sanctions Laws or Sanctions Programs prohibiting trade with a Sanctioned Country; the Company
maintains in effect and enforces policies and procedures designed to ensure compliance by the Company and its Subsidiaries with applicable
Sanctions Laws and Sanctions Programs; neither the Company, any of its Subsidiaries, nor any director, officer, employee, agent, affiliate
or other person associated with or acting on behalf of the Company or any of its Subsidiaries or affiliates, acting in any capacity in
connection with the operations of the Company, conducts any business with or for the benefit of any Blocked Person or engages in making
or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise
engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any applicable
Sanctions Laws or Sanctions Programs; no action of the Company or any of its Subsidiaries in connection with (i) the execution, delivery
and performance of this Agreement and the other Transaction Documents, (ii) the issuance and sale of the Securities, or (iii) the direct
or indirect use of proceeds from the Securities or the consummation of any other transaction contemplated hereby or by the other Transaction
Documents or the fulfillment of the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and
by the other Transaction Documents being used, or loaned, contributed or otherwise made available, directly or indirectly, to any Subsidiary,
joint venture partner or other person or entity, for the purpose of (i) unlawfully funding or facilitating any activities of or business
with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions Laws or Sanctions Programs,
(ii) unlawfully funding or facilitating any activities of or business in any Sanctioned Country or (iii) in any other manner that will
result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor
or otherwise) of Sanctions Laws or Sanctions Programs. For the past 5 years, the Company and its Subsidiaries have not knowingly engaged
in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is
or was the subject or the target of Sanctions Laws, Sanctions Programs or with any Sanctioned Country.


 




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(q) No
Conflicts with Anti-Bribery Laws. Neither the Company nor any of the Subsidiaries has made any contribution or other payment to any
official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries
or affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any
of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense
relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee,
to any employee or agent of a private entity with which the Company does or seeks to do business (a “Private Sector Counterparty”)
or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any Anti-Bribery Laws,
(iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly
or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone
to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise
made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective
Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote
and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any
of its Subsidiaries or affiliates will directly or indirectly use the proceeds of the Securities or lend, contribute or otherwise make
available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or
facilitating any activity that would violate the laws and regulations referred to in (iii) above; to the knowledge of the Company, there
are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the
Company, its Subsidiaries or affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives
or agents, or other persons acting or purporting to act on their behalf.


 


(r) No
Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933 Act
(“Regulation D Securities”), 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 1933
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 1933 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
Investor a copy of any disclosures provided thereunder.


 




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


 


(t) No
General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in
any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with
the offer or sale of the Securities.


 


(u) 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 of any security or solicited any offers to buy any security, under circumstances that would require
registration of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings
by the Company for purposes of the Securities Act.


 


(v) Employee
Relations. Neither the Company nor any of its subsidiaries is involved in any labor dispute or, to the knowledge of the Company or
any of its subsidiaries, is any such dispute threatened. None of the Company’s or its subsidiaries’ employees is a member
of a union and the Company and its subsidiaries believe that their relations with their employees are good.


 


(w) Intellectual
Property Rights. The Company and its subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names,
service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental
authorizations, trade secrets and rights necessary to conduct their respective businesses as now formulated. The Company and its subsidiaries
do not have any knowledge of any infringement by the Company or its subsidiaries of trademark, trade name rights, patents, patent rights,
copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others,
and, to the knowledge of the Company there is no claim, action or proceeding being made or brought against, or to the Company’s
knowledge, being threatened against, the Company or its subsidiaries regarding trademark, trade name, patents, patent rights, invention,
copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and 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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(x) Environmental
Laws. The Company and its subsidiaries are (i) in compliance with any and all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them
under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions
of any such permit, license or approval.


 


(y) Title.
All 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 are not material and do not interfere with the use made and proposed to be made of such property and buildings
by the Company and its subsidiaries.


 


(z) Insurance.
The Company and each of its subsidiaries is insured 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 been refused any insurance coverage sought or applied for and
neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage
as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at
a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations
of the Company and its subsidiaries, taken as a whole.


 


(aa)Regulatory
Permits. The Company and its subsidiaries possess all material certificates, authorizations and permits issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any such
subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or
permit.


 


(bb)Internal
Accounting Controls. The Company and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting
principles and to maintain asset accountability, and (iii) the recorded amounts for assets are compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.


 


(cc)No
Material Adverse Breaches, 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 on the business, properties, operations, financial condition, results of operations or
prospects of the Company or its subsidiaries. Neither the Company nor any of its subsidiaries is in breach of any contract or agreement
which breach, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect on the business,
properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries.


 




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(dd)Tax
Status. Except as set forth on Schedule 4(dd), the Company and each of its subsidiaries has made and filed all federal and state
income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject and (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) 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 provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction,
and the officers of the Company know of no basis for any such claim.


 


(ee)Certain
Transactions. Except for arm’s length transactions pursuant to which the Company makes payments in the ordinary course of business
upon terms no less favorable than the Company could obtain from third parties and other than the grant of stock options disclosed in
the SEC Documents, none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company
(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.


 


(ff)Except
with respect to the material terms and conditions of the transactions contemplated by this Agreement, all of which shall be publicly
disclosed by the Company as soon as possible after the date hereof, the Company covenants and agrees that neither the Company, nor any
other person acting on its behalf, will provide the Investor or its agents or counsel with any information that the Company believes
constitutes material non-public information, unless prior thereto the Investor shall have entered into a written agreement with the Company
regarding the confidentiality and use of such information. The Company understands and confirms that the Investor shall be relying on
the foregoing covenant in effecting transactions in securities of the Company.


 


(gg)Fees
and Rights of First Refusal. The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis
or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers,
agents or other third parties.


 


(hh)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 subject to the Investment Company Act.


 




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(ii) Registration
Rights. Except as set forth on Schedule 4(ii), no Person has any right to cause the Company to effect the registration under the
Securities Act of any securities of the Company. There are no outstanding registration statements not yet declared effective and there
are no outstanding comment letters from the SEC or any other regulatory agency.


 


(jj)Private
Placement. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 3, no registration under
the Securities Act is required for the offer and sale of the Securities by the Company to the Investor as contemplated hereby. The issuance
and sale of the Securities hereunder does not contravene the rules and regulations of the OTC Markets Group Pink Market (the “Primary
Market”).


 


(kk)Listing
and Maintenance Requirements. The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act,
and the Company has taken no action designed to terminate, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating
such registration. The Company has not, in the 12 months preceding the date hereof, received notice from the Primary Market on which
the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance
requirements of such Primary Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue
to be, in compliance with all such listing and maintenance requirements.


 


(ll)Reporting
Status.  With a view to making available to the Investor the benefits of Rule 144 or any similar rule or regulation of the SEC
that may at any time permit the Investor to sell securities of the Company to the public without registration, and as a material inducement
to the Investor’s purchase of the Securities, the Company represents and warrants to the following: (i) the Company is, and has
been for a period of at least 90 days immediately preceding the date hereof, subject to the reporting requirements of section 13 or 15(d)
of the Exchange Act (ii) the Company filed all required reports under section 13 or 15(d) of the Exchange, as applicable, for the time
period of the 12 months preceding the date hereof (or for such shorter period that the Company was required to file such reports), and
(iii) the Company is not an issuer defined as a “Shell Company”. For the purposes hereof, the term “Shell Company”
shall mean an issuer that meets the description defined in paragraph (i)(1)(i) of Rule 144.


 


(mm)Disclosure. 
The Company has made available to the Investor and its counsel all the information reasonably available to the Company that the Investor
or its counsel have requested for deciding whether to acquire the Securities.  No representation or warranty of the Company contained
in this Agreement (as qualified by the Disclosure Schedule) or any of the other Transaction Documents, and no certificate furnished or
to be furnished to the Investor at the Closing, or any due diligence evaluation materials furnished by the Company or on behalf of the
Company, including without limitation, due diligence questionnaires, or any other documents, presentations, correspondence, or information
contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained
herein or therein not misleading in light of the circumstances under which they were made.


 




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(nn)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 in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any
of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection
with the placement of the Securities.


 


(oo) Dilutive
Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible
Debenture and the number of Warrant Shares issuable upon exercise of the Warrant, will increase in certain circumstances. The Company
further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debenture in accordance with this
Agreement and the Convertible Debenture and Warrant Shares upon the exercise of the Warrant in accordance with this Agreement and the
Warrant is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other
stockholders of the Company.


 


(pp)Relationship
of the Parties. Neither the Company, nor any of its subsidiaries, affiliates, nor any person acting on its or their behalf is a client
or customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates has provided, or will provide,
any services to the Company or any of its affiliates, its subsidiaries, or any person acting on its or their behalf. The Investor’s
relationship to Company is solely as investor as provided for in the Transaction Documents. 


 


5. COVENANTS.


 


(a) Best
Efforts. Each party shall use its best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Sections
7 and 8 of this Agreement.


 


(b) Compliance
with Applicable Laws. While the Investor owns any Securities the Company shall comply with all Applicable Laws and will not take
any action which will cause the Investor to be in violation of any such Applicable Laws.


 


(c) Conduct
of Business. While the Investor owns any Securities, the business of the Company shall not be conducted in violation of Applicable
Laws and will not take any action which will cause the Investor to be in violation of any such Applicable Laws.


 


(d) While
the Investor owns any Securities, neither the Company, nor any of its Subsidiaries or affiliates, directors, officers, employees, representatives
or agents shall:


 


(i) conduct
any business or engage in any transaction or dealing with or for the benefit of any Blocked Person, including the making or receiving
of any contribution of funds, goods or services to, from or for the benefit of any Blocked Person;


 


(ii) deal
in, or otherwise engage in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant
to the applicable Sanctions Laws, Sanctions Programs, located in a Sanctioned Country, or CAATSA or CAATSA Sanctions Programs;


 




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(iii) use
any of the proceeds of the transactions contemplated by this Agreement to finance, promote or otherwise support in any manner any illegal
activity, including, without limitation, in contravention of any Anti-Money Laundering Laws, Sanctions Laws, Sanctioned Program, Anti-Bribery
Laws or in any Sanctioned Country.


 


(iv) violate,
attempt to violate, or engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding,
any of the Anti-Money Laundering Laws, Sanctions Laws, Sanctions Program, Anti-Bribery Laws, CAATSA or CAATSA Sanctions Programs.


 


(e) While
the Investor owns any Securities, the Company shall maintain in effect and enforce policies and procedures designed to ensure compliance
by the Company and its Subsidiaries and their directors, officers, employees, agents representatives and affiliates with Applicable Laws.


 


(f) While
the Investor owns any Securities, the Company will promptly notify the Investor in writing if any of the Company, or any of its Subsidiaries
or affiliates, directors, officers, employees, representatives or agents, shall become a Blocked Person, or become directly or indirectly
owned or controlled by a Blocked Person.


 


(g) The
Company shall provide such information and documentation it may have as the Investor or any of their affiliates may reasonably request
to satisfy compliance with Applicable Laws.


 


(h) The
covenants set forth above shall be ongoing while the Investor owns any Securities. The Company shall promptly notify the Investor in
writing should it become aware during such period (a) of any changes to these covenants, or (b) if it cannot comply with the covenants
set forth herein. The Company shall also promptly notify the Investor in writing during such period should it become aware of an investigation,
litigation or regulatory action relating to an alleged or potential violation of Applicable Laws.


 


(i) Form
D. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof
to the Investor promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably
determine is necessary to qualify the Securities, or obtain an exemption for the Securities for sale to the Investor at the Closing pursuant
to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence
of any such action so taken to the Investor on or prior to the Closing Date.


 


(j) Reporting
Status. With a view to making available to the Investor the benefits of Rule 144 or any similar rule or regulation of the SEC that
may at any time permit the Investor to sell securities of the Company to the public without registration, and as a material inducement
to the Investor’s purchase of the Securities, the Company represents, warrants, and covenants to the following:


 


(i) The
Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under
section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was
required to file such reports), other than Form 8-K reports;


 




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(ii) From
the date hereof until all the Securities either have been sold by the Investor, or may permanently be sold by the Investor without any
restrictions pursuant to Rule 144, (the “Holding Period”) the Company, as soon as practical, shall file with the SEC
in a timely manner all required reports under section 13 or 15(d) of the Exchange Act and such reports shall conform to the requirement
of the Exchange Act and the SEC for filing thereunder;


 


(iii) The
Company shall furnish to the Investor so long as the Investor owns Securities, promptly upon request, (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of
the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested
to permit the Investor to sell such securities pursuant to Rule 144 without registration; and


 


(iv) During
the Holding Period the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the
Exchange Act or the rules and regulations thereunder would otherwise permit such termination.


 


(k) Use
of Proceeds. The Company shall use the proceeds from the issuance of the Convertible Debenture for working capital and other general
corporate purposes. So long as any amounts are outstanding on the Convertible Debenture, the Company shall not pay any related party
obligations all of which related party obligations shall be subordinated to the obligations owed to the Investor. Neither the Company
nor any subsidiary shall, directly or indirectly, use any portion of the proceeds of the transactions contemplated herein, or lend, contribute,
facilitate or otherwise make available such proceeds to any Person (i) to make any payment towards any indebtedness or other obligations
of the Company or subsidiary, except to the extent set forth in the Use of Proceeds Confirmation; (ii) to pay any obligations of any
nature or kind due or owing to any officers, directors, employees, or shareholders of the Company or subsidiary, other than salaries
or fees due and payable to service providers payable in the ordinary course of business of the Company; (iii) to fund, either directly
or indirectly, any activities or business of or with any Blocked Person, in any Sanctioned Country, (iv) or in any manner or in a country
or territory, that, at the time of such funding, is, or whose government is, the subject of CAATSA Sanctions Programs or (iv) in any
other manner that will result in a violation of Anti-Money Laundering Laws, Sanctions Laws, Sanctioned Program, Anti-Bribery Laws or
CAATSA Sanctions Programs.


 




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(l) Reservation
of Shares. On the date hereof, the Company shall reserve for issuance to the Investor 244,831 shares issuable upon conversion of
the Convertible Debenture and such Warrant Shares for issuance to the Investor upon exercise of the Warrants (the “Share Reserve”).
The Company represents and warrants that it has sufficient authorized and unissued shares of Common Stock available to create the Share
Reserve after considering all other commitments that may require the issuance of Common Stock. The Company shall take all action reasonably
necessary to at all times have authorized, and reserved for the purpose of issuance, such number of shares of Common Stock as shall be
necessary to effect the full conversion of the Convertible Debenture and exercise of the Warrant. If at any time the Share Reserve is
insufficient to effect the full conversion of the Convertible Debenture and exercise of the Warrant, if applicable, the Company shall
increase the Share Reserve accordingly. If the Company does not have sufficient authorized and unissued shares of Common Stock available
to increase the Share Reserve, the Company shall call and hold a special meeting of the shareholders within 30 days of such occurrence,
for the sole purpose of increasing the number of shares authorized and the Company’s management shall recommend to the shareholders
to vote in favor of increasing the number of shares of Common Stock authorized. Management shall also vote all of its shares in favor
of increasing the number of authorized shares of Common Stock.


 


(m) Listings
or Quotation. The Company’s Common Stock shall be listed or quoted for trading on the Primary Market.


 


(n) Fees
and Expenses.


 


(i) The
Company shall pay all of its costs and expenses incurred by it connection with the negotiation, investigation, preparation, execution
and delivery of the Transaction Documents.


 


(ii) On
the Closing Date, the Company shall pay to YA Global II SPV, LLC as a designee of the Investor a due diligence and structuring fee of
$13,500 which amount shall be deducted by the Investor from the gross proceeds of the Purchase Price at the Closing and paid by the Investor
to Designee on behalf of the Company.


 


(iii) On
the Closing Date the Company shall issue to the Investor the Warrant which shall be exercisable for a period of 5 years at an exercise
price of $3.46.


 


(o) Corporate
Existence. So long as the Convertible Debenture remains outstanding, the Company shall not directly or indirectly consummate any
merger, reorganization, restructuring, reverse stock split consolidation, sale of all or substantially all of the Company’s assets
or any similar transaction or related transactions (each such transaction, an “Organizational Change”) unless, prior
to the consummation an Organizational Change, the Company obtains the written consent of the Investor. In any such case, the Company
will make appropriate provision with respect to such holders’ rights and interests to insure that the provisions of this Section
5(o) will thereafter be applicable to the Convertible Debenture.


 




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(p) Transactions
With Affiliates. So long as the Convertible Debenture is outstanding, the Company shall not, and shall cause each of its subsidiaries
not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction,
commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any
time during the previous 2 years, stockholders who beneficially own 5% or more of the Common Stock, or Affiliates (as defined below)
or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or
individual owns a 5% or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements
and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment,
or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than
such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors
of the Company. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity
that, directly or indirectly, (i) has a 10% or more equity interest in that person or entity, (ii) has 10% or more common ownership with
that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control”
or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern
the policies of another person or entity.


 


(q) Transfer
Agent. The Company covenants and agrees that, in the event that the Company’s agency relationship with the transfer agent should
be terminated for any reason prior to a date which is 2 years after the Closing Date, the Company shall immediately appoint a new transfer
agent and shall require that the new transfer agent execute and agree to be bound by the terms of the Irrevocable Transfer Agent Instructions
(as defined herein).


 


(r) Restriction
on Issuance of the Capital Stock. Except with regard to the Company’s existing obligations and undertakings, so long the Convertible
Debenture is outstanding, the Company shall not, without the prior written consent of the Investor, (i) issue or sell shares of Common
Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined
immediately prior to its issuance, (ii) issue any preferred stock, warrant, option, right, contract, call, or other security or instrument
granting the holder thereof the right to acquire Common Stock without consideration or for a consideration less than such Common Stock’s
Bid Price, as quoted by Bloomberg, LP and determined immediately prior to its issuance, (iii) enter into any security instrument granting
the holder a security interest in any and all assets of the Company, or (iv) other than for bona-fide employee stock option plans, file
any registration statement on Form S-8.


 


(s) Neither
the Investor nor any of its affiliates have an open short position in the Common Stock of the Company, and the Investor 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 as long as any Convertible Debenture shall remain outstanding.


 


(t) Additional
Registration Statements. So long as the Convertible Debenture and/or Warrant are outstanding, and/or the Investor holds Conversion
Shares and/or Warrant Shares that are either not registered for resale pursuant to an effective registration statement or not eligible
for resale under Rule 144, the Company will not file a registration statement under the Securities Act relating to securities that are
not the Securities without including the Conversion Shares held by or to be issued to the Investor and the Warrant Shares.


 




    21


     


    

 


(u) Registration
Rights. So long as the Convertible Debenture and/or Warrant are outstanding and/or the Investor holds Conversion Shares and/or Warrant
Shares and such Conversion Shares and/or Warrant Shares issuable upon conversion of the Convertible Debenture and/or exercise of the
Warrant and/or are issued and held by the Investor are not eligible for resale pursuant to an exemption of the registration requirements
of the Securities Act because the Company is not current in its filings with SEC or otherwise the Company shall either (a) become current
in its filings within 30 calendar days of written demand of the Investor or (b) file a registration statement or an amendment to a then
existing registration statement (as under the Securities Act relating to the Conversion Shares and/or Warrant Shares issuable upon conversion
of the Convertible Debenture and/or exercise of the Warrant and/or issued and held by the Investor within 60 calendar days of written
demand of the Investor.


 


(v) Review
of Public Disclosures. All SEC filings (including, without limitation, all filings required under the Exchange Act, which include
Forms 10-Q and 10-QSB, 10-K and 10K-SB, 8-K, etc) and other public disclosures made by the Company, including, without limitation, all
press releases, investor relations materials, and scripts of analysts meetings and calls, shall be reviewed and approved for release
by the Company’s attorneys and, if containing financial information, such as financial statements, the Company’s independent
certified public accountants.


 


(w) Disclosure
of Transaction. Within 4 Business Days following the date of this Agreement, the Company shall file a Current Report on Form 8-K
describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching
the material Transaction Documents (including, without limitation, this Agreement, the form of the Convertible Debenture and the Warrant)
as exhibits to such filing.


 


(x) Granting
of Security. So long as any portion of the Convertible Debenture is outstanding neither the Company nor any subsidiary may grant,
issue or allow to exist any security interest in any or all of the assets of the Company and or subsidiary.


 


6. TRANSFER
AGENT INSTRUCTIONS.


 


The
Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent in a form acceptable to the Investor.


 


7. CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL.


 


(a) The
obligation of the Company hereunder to issue and sell the Convertible Debenture to the Investor at the Closing is subject to the satisfaction,
at or before Closing Date, of each of the following conditions, 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:


 


(i) The
Investor shall have executed the Transaction Documents and delivered them to the Company.


 




    22


     


    

 


(ii) The
Investor shall have delivered to the Company the Convertible Debenture Purchase Price, minus any fees to be paid directly from the proceeds
the Closing as set forth in Section 5(p)(ii) hereto, by wire transfer of immediately available U.S. funds pursuant to the wire instructions
provided by the Company.


 


(iii) The
representations and warranties of the Investor 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 the Investor
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 Investor at or prior to the Closing Date.


 


8. CONDITIONS
TO THE INVESTOR’S OBLIGATION TO PURCHASE.


 


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


 


(i) The
Company shall have executed the Transaction Documents and delivered the same to the Investor.


 


(ii) The
Company shall have issued the Warrant to the Investor.


 


(iii) The
Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been suspended
for any reason.


 


(iv) 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 is already qualified as to materiality in Section 4 above, in which case, such representations and warranties
shall be true and correct without further qualification) 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 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 Closing Date.


 


(v) The
Company shall have executed and delivered to the Investor the Convertible Debenture.


 


(vi) The
Investor shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor which shall include
but not be limited to whether the Company is an issuer defined as a “Shell Company,” as defined in paragraph (i)(1)(i) of
Rule 144 or has been at any time previously an issuer defined as a “Shell Company.”


 


(vii) The
Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor.


 




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(viii) The
Company shall have provided Investor a true copy of a certificate of good standing evidencing the formation and good standing of the
Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within
10 days of the Closing Date.


 


(ix) The
Company shall have delivered to the Investor a certificate, executed by an officer of the Company in a form satisfactory to the Investor
and dated as of the Closing Date, as to (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions
as adopted by the Company's Board of Directors in a form reasonably acceptable to the Investor, (iv) the Company’s Certificate
of Good, each as in effect at the Closing.


 


(x) The
Company shall have undertaken to create the Share Reserve.


 


(xi) The
Company shall have filed its form 10-K for the fiscal year ended December 31, 2020.


 


9. INDEMNIFICATION.


 


(a) In
consideration of the Investor’s execution and delivery of this Agreement and acquiring the Convertible Debenture, the Conversion
Shares upon conversion of the Convertible Debenture, the Warrant and the Warrant Shares issued upon exercise of the Warrant and in addition
to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless
the Investor, and all of their officers, directors, employees and agents (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the “Investor 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 Investor 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 the
Investor Indemnitees or any of them 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, the Convertible Debenture or the other Transaction Documents or any other 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 other Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby,
or (c) any cause of action, suit or claim brought or made against such Investor Indemnitee and arising out of or resulting from the execution,
delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any
of the parties hereto, any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the
issuance of the Convertible Debenture or the status of the Investor or holder of the Convertible Debenture or the Conversion Shares,
as an Investor of Convertible Debenture in the Company. To the extent that the foregoing undertaking by the Company may be unenforceable
for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities,
which is permissible under applicable law.


 




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Notwithstanding
the foregoing, (a) the aggregate liability of the Company under this Agreement for breach of any representation or warranty, except for
a breach of the representations and warranties contained in Section 4 (i), (k), (o), (p), (q), and (r) and covenants contained in Section
5 (b), (c), (d), (e) and (f), shall be limited to the aggregate Purchase Price paid to the Company; and (b) the Company shall not be
liable for any claim for indemnification unless and until the aggregate amount of Indemnified Liabilities equals or exceeds US$15,000
(the “Threshold”), provided that in case of a claim or claims in excess of the Threshold, the claim may be submitted for
the entire amount. For the avoidance of doubt, the aggregate liability of the Company for damages, including trading losses, suffered
by the Investor as a result of the Company’s breach of the covenant to issue Common Stock upon conversion of the Convertible Debenture
and/or Warrant shall not be capped.


 


(b) In
consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations
under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors,
employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement)
(collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Indemnitees
or any of them as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty
made by the Investor(s) in this Agreement, instrument or document contemplated hereby or thereby executed by the Investor, (b) any breach
of any covenant, agreement or obligation of the Investor(s) contained in this Agreement, the Transaction Documents or any other certificate,
instrument or document contemplated hereby or thereby executed by the Investor, or (c) any cause of action, suit or claim brought or
made against such Company Indemnitee based on material misrepresentations or due to a material breach and arising out of or resulting
from the execution, delivery, performance or enforcement of this Agreement, the Transaction Documents or any other instrument, document
or agreement executed pursuant hereto by any of the parties hereto. To the extent that the foregoing undertaking by the Investor may
be unenforceable for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities, which is permissible under applicable law.


 


Notwithstanding
the foregoing, (a) the aggregate liability of the Investor under this Agreement for breach of any representation, warranty, or covenant
shall be limited to the aggregate Purchase Price paid to the Company; and (b) the Investor shall not be liable for any claim for indemnification
unless and until the aggregate amount of Indemnified Liabilities equals or exceeds US$15,000 (the “Threshold”), provided
that in case of a claim or claims in excess of the Threshold, the claim may be submitted for the entire amount.


 


10. COMPANY
LIABILITY.


 


(a) The
Company shall be liable for all debt, principal, interest, and other amounts owed to the Investor by Company pursuant to this Agreement,
the Transaction Documents, or any other agreement, whether absolute or contingent, due or to become due, now existing or hereafter arising
(the “Obligations”) and the Investor may proceed against the Company to enforce the Obligations without waiving its
right to proceed against any other party. This Agreement and the Convertible Debenture are a primary and original obligation of the Company
and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity
in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between the Investor and the Company.
The Company shall be liable for existing and future Obligations as fully as if all of the funds advanced by the Investor hereunder were
advanced to the Company.


 




    25


     


    

 


(b) Notwithstanding
any other provision of this Agreement or any other Transaction Documents the Company irrevocably waives, until all obligations are paid
in full, all rights that it may have at law or in equity (including, without limitation, any law subrogating the Company to the rights
of Investor under the Transaction Documents) to seek contribution, indemnification, or any other form of reimbursement from the Company,
or any other person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by the Company
with respect to the Obligations in connection with the Transaction Documents or otherwise and all rights that it might have to benefit
from, or to participate in, any security for the Obligations as a result of any payment made by the Company with respect to the Obligations
in connection with the Transaction Documents or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement
prohibited under this Section shall be null and void. If any payment is made to the Company in contravention of this Section, the Company
shall hold such payment in trust for the Investor and such payment shall be promptly delivered to the Investor for application to the
Obligations, whether matured or unmatured.


 


(c) Other
than for direct losses and direct damages, including trading losses, suffered by the Investor as a result of the Company’s breach
of the representations, warranties and covenants hereunder including the covenant to issue Common Stock upon conversion of one or both
of the Convertible Debenture the Company shall not be liable hereunder for any indirect, special or consequential losses or damages of
any kind or nature whatsoever, including but not limited to loss profits, regardless of whether arising from breach of contract, warranty,
tort, strict liability or otherwise, even if advised of the possibility of such loss or damage, or if such loss or damage could have
reasonably been foreseen.


 


11. GOVERNING
LAW: MISCELLANEOUS.


 


(a) Governing
Law; Mandatory Jurisdiction. TO INDUCE INVESTOR TO PURCHASE THE DEBENTURE, THE COMPANY IRREVOCABLY AGREES THAT ANY DISPUTE ARISING
UNDER, RELATING TO, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR RELATED TO ANY MATTER WHICH IS THE SUBJECT OF OR
INCIDENTAL TO THIS AGREEMENT ANY OTHER TRANSACTION DOCUMENT (WHETHER OR NOT SUCH CLAIM IS BASED UPON BREACH OF CONTRACT OR TORT) SHALL
BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE COURTS SITTING IN UNION COUNTY, NEW JERSEY AND THE FEDERAL COURTS SITTING
IN NEWARK, NEW JERSEY; THIS PROVISION IS INTENDED TO BE A “MANDATORY” FORUM SELECTION CLAUSE AND GOVERNED BY AND INTERPRETED
CONSISTENT WITH NEW JERSEY LAW. THE COMPANY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT HAVING
ITS SITUS IN SAID COUNTY, AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS. THE COMPANY HEREBY WAIVES PERSONAL SERVICE OF ANY AND
ALL PROCESS AND CONSENT THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE COMPANY
AS SET FORTH HEREIN IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE


 




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(b) Counterparts.
This Agreement may be executed in 2 or more identical counterparts, all of which shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and physically or electronically delivered to the other party.


 


(c) 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 the Investor 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 the Investor
with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by the Investor to the unpaid principal
balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Investor’s election.


 


(d) Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.


 


(e) Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction.


 




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(f) Entire
Agreement, Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their
affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement 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 any Investor 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 party to
be charged with enforcement.


 


12. Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered upon: (i) receipt, when delivered personally, (ii) 1 Business Day after deposit with
an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same, or
(iii) receipt, when sent by electronic mail (provided that the electronic mail transmission is not returned in error or the sender is
not otherwise notified of any error in transmission. The addresses and e-mail addresses for such communications shall be:


 


	If
    to the Company, to:	Samsara
    Luggage, Inc.
	 	One
    University Plaza – Suite 505
	 	Hackensack,
    NJ 07601
	 	Attention:
    Atara Dzikowski

    Telephone:
    (855) 256-7477

    Email:
    atara@samsaraluggage.com

	 

    With
    a copy to:
	 

    SRK
    Kronengold Law Offices

    Oppenheimer
    Offices 7

    Rabin
    Science Park

    Rehovot,
    Israel

	 	Attention:
    Steven Kronengold, Esq.

    Telephone:
    +972 8 936 0998

    Email:
    steve@kronengold.com



 


	If
    to the Investor:	YAII
    PN, Ltd.
	 	c/o
    Yorkville Advisors Global, LP

    1012
    Springfield Avenue

	 	Mountainside,
    NJ  07092
	 	Attention: Matthew
    Beckman
	 	Telephone: (732)
    213-1864

    Email:  mbeckman@yorkvilleadvisors.com

	 	 
	With
    a copy to:	David
    Gonzalez, Esq.
	 	1012
    Springfield Avenue
	 	Mountainside,
    NJ  07092
	 	Telephone: (201)
    536-5109
	 	Email:  dgonzalez@yorkvilleadvisors.com


 




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or
at such other address and/or electronic email address and/or to the attention of such other person as the recipient party has specified
by written notice given to each other party 3 Business Days prior to the effectiveness of such change. Written confirmation of receipt
(i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the
sender’s computer containing the time, date, recipient’s electronic mail address and the text of such electronic mail or
(iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by electronic
mail or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(a) Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
Neither the Company nor any Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent
of the other party hereto.


 


(b) No
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.


 


(c) Survival.
Unless this Agreement is terminated under Section 11(f), all agreements, representations and warranties contained in this Agreement or
made in writing by or on behalf of any party in connection with the transactions contemplated by this Agreement shall survive the execution
and delivery of this Agreement and the Closing.


 


(d) Publicity.
The Company and the Investor shall have the right to approve, before issuance any press release or any other public statement with respect
to the transactions contemplated hereby made by any party; provided, however, that the Company shall be entitled, without the prior approval
of the Investor, to issue any press release or other public disclosure with respect to such transactions required under applicable securities
or other laws or regulations (the Company shall use its best efforts to consult the Investor in connection with any such press release
or other public disclosure relating to the Transaction Documents prior to its release and Investor shall be provided with a copy thereof
upon release thereof).


 


(e) 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.


 


(f) Termination.
In the event that the Closing shall not have occurred on or before 5th business days from the date hereof due to the Company’s
or the Investor’s failure to satisfy the conditions set forth in Sections 7 and 8 above (and the non-breaching party’s failure
to waive such unsatisfied condition(s)), the non-breaching party shall have the option to terminate this Agreement with respect to such
breaching party at the close of business on such date without liability of any party to any other party.


 


(g) Brokerage.
The Company represents that no broker, agent, finder or other party has been retained by it in connection with the transactions contemplated
hereby and that no other fee or commission has been agreed by the Company to be paid for or on account of the transactions contemplated
hereby.


 


(h) 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.


 


[REMAINDER
PAGE INTENTIONALLY LEFT BLANK]


 




    29


     


    

 


IN
WITNESS WHEREOF, each of the Investor and the Company has affixed their respective signatures to this Securities Purchase
Agreement as of the date first written above.


 





	 	COMPANY:
	 	SAMSARA LUGGAGE, INC.
	 	 	 
	 	By:	/s/ Atara Dzikowski
	 	Name:  	Atara Dzikowski
	 	Title:	Chief Executive Officer
	 	 	 
	 	INVESTOR: 
	 	YA II PN, LTD.
	 	 
	 	By:	Yorkville Advisors Global, LP
	 	Its:	Investment Manager
	 	 	 
	 	By:	Yorkville Advisors Global II, LLC
	 	Its:	General Partner
	 	 	 
	 	By:	/s/ David Gonzalez
	 	Name:	David Gonzalez
	 	Title:	Member and General Counsel


 





 


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