EXHIBIT 10.1


 





SECURITIES PURCHASE
AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of February 24, 2022 (the “Effective Date”), by and between CREATIVE
LEARNING CORPORATION, a Delaware corporation, with headquarters located at 14 Kings Highway, Haddonfield, NJ 08033 (the “Company”),
and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company, with its address at 4700 Sheridan Street, Suite
J, Hollywood, FL 33021 (the “Buyer”).


 


WHEREAS:


 


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


 


B.        Buyer desires to purchase
and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a 10% promissory note of the
Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of US$750,000.00 (together with any note(s)
issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof,
the “Note”), convertible following an Event of Default into shares of common stock, $0.0001 par value per share, of
the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note;


 


C.        The Buyer wishes to
purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below
its name on the signature pages hereto; and


 


D.       Buyer desires to purchase
and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a warrant to purchase up
to 1,000,000 shares of the Common Stock, in the form attached hereto as Exhibit B (the “Warrant”), subject to adjustments
and limitations as provided therein.


 


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


 


1.        PURCHASE
AND SALE OF NOTE.


 


a.      Purchase
of Note and the Warrant. On the Closing Date (as defined below), the Company shall issue and
sell to the Buyer the Note and the Buyer shall purchase the Note from the Company, which Note shall have a principal amount as
is set forth in the recitals to this Agreement, and the Warrant to purchase up to 1,000,000 shares of Common Stock, subject to
adjustment as provided therein. The Agreement, the Note, the Warrant and those other documents executed in connection therewith
shall be referred to herein as the “Transaction Documents.”


 






    	 



    	 



    

 


b.     Form
of Payment. On the Closing Date (as defined below), the Buyer shall pay the purchase price for
the Note and the Warrant in the amount of US$675,000 (the “Purchase Price”) by wire transfer of immediately available
funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note and the
Warrant as described herein. The Company shall deliver (i) on the Closing Date, such duly executed Note and the Warrant, and (ii)
within sixty (60) days following the Closing Date, the Commitment Fee Shares (as defined herein), in each case on behalf of the
Company, to the Buyer, against delivery of such Purchase Price.


 







c.      Closing
Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in
Section 7 and Section 8 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing
Date”) shall be 12:00 noon, Eastern Standard Time on the date hereof, or such other mutually agreed upon time. The closing
of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date by remote exchange
of documents, or at such location as may be agreed to by the parties.


 


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


 


a.      Investment
Purpose. As of the date hereof, the Buyer is purchasing the Commitment Fee Shares, the Note,
the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional
shares of Common Stock, if any, as are issuable (i) on account of interest on the Note (ii) as a result of the events described
in Sections 1.3 and 1.4(g) of the Note, or (iii) in payment of the Standard Liquidated Damages Amount (as defined in Section 2(f)
below) pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the “Conversion Shares”),
the Warrant, and the shares of Common Stock issuable upon exercise of or otherwise pursuant to the Warrant (the “Warrant
Shares”), for its own account and not with a present view towards the public sale or distribution thereof, except pursuant
to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations
herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to
dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933
Act. For purposes of this Agreement and the Note, the Conversion Shares, the Commitment Fee Shares, the Warrant and the Warrant
Shares, shall be referred to as the “Securities.”


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 






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


 


i.       Residency.
The Buyer is organized in the jurisdiction set forth in the preamble.


 


3.         REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Buyer that:


 


a.      Organization
and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a
corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it
is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry
on its business as and where now owned, leased, used, operated and conducted. The Company and each of its Subsidiaries is duly
qualified as a foreign corporation or other entity to do business and is in good standing in every jurisdiction in which its ownership
or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to
be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material
adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any,
taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection
herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which
the Company owns, directly or indirectly, any equity or other ownership interest, including DriveItAway, Inc. (“DIA”)
and excluding BFK Franchise Company, LLC, BFK Development Company, LLC, Sew Fund Franchise Company, LLC, B4K eLearning Company,
LLC, Bricks3Schools, LLC (the “Learning Subsidiaries”).


 


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


 






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c.      Capitalization.
As of the Effective Date, the authorized capital stock of the Company consists of: (i) 50,000,000 shares of Common Stock, of which
13,650,941 shares are issued and outstanding, and (ii) 10,000,000 shares of undesignated preferred stock, of which one series has
been designated for 5,000,000 shares of Series A Convertible Preferred Stock, of which 2,581,501 shares are issued and outstanding,
each of which is convertible into 34.09818 shares of Common Stock at the option of the holder thereof. The Company has issued options
to purchase 1,882,793 shares of Common Stock which are outstanding, and has reserved shares of Common Stock sufficient to enable
all of such options to be exercised. Other than as described above, no shares are reserved for issuance pursuant to the Company’s
stock option plans, or for securities exercisable for, or convertible into or exchangeable for shares of Common Stock. All of such
outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.
No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the
Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC
Documents, as of the Effective Date, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls,
rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating
to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries,
or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock
of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries
is obligated to register the sale of any of its or their securities under the 1933 Act, and (iii) there are no anti-dilution or
price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders)
that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and
correct copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”),
the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible
into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.


 


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


 






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


 


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


 






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g.     SEC
Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements
and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act
of 1934, as amended (the “1934 Act”) since December 31, 2021 (all of the foregoing filed prior to the date hereof and
all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents)
incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). The Company has delivered
to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective
dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations
of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with
the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None
of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except
for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates,
the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have
been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods
involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries
as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in
the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the
Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred
in the ordinary course of business subsequent to December 31, 2021, and (ii) obligations under contracts and commitments incurred
in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial
statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company.
The Company is subject to the reporting requirements of the 1934 Act. For the avoidance of doubt, filing of the documents required
in this Section 3(g) via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) shall
satisfy all delivery requirements of this Section 3(g).


 


h.     Absence
of Certain Changes. Since December 31, 2021, there has been no material adverse change and no
material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations,
prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.


 


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


 






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


 


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


 


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


 


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


 






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


 


o.     Acknowledgment
Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer
is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated
hereby. The Company further acknowledges that the Buyer 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 statement made by the Buyer
or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice
or a recommendation and is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to
the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of
the Company and its representatives.


 


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


 


q.     Brokers. The Company hereby represents and warrants that it has not engaged a
registered broker dealer (“Broker”) in connection with the negotiation, execution or delivery of this Agreement
or the transactions contemplated hereunder, other than the engagement of J.H. Darbie & Co. The Company covenants and
agrees that should any claim be made against the Buyer for any commission or other compensation by the Broker, based upon the
Company’s engagement of such person in connection with this transaction, the Company shall indemnify, defend and hold
the Buyer harmless from and against any and all damages, expenses (including attorneys’ fees and disbursements) and
liability arising from such claim. The Company shall pay the commission of J.H. Darbie & Co., to the attention of J.H.
Darbie & Co., pursuant to their separate agreement(s) between the Company and J.H. Darbie & Co.


 






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


 


s.      Environmental
Matters.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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y.      Insurance.
The Company and each of its Subsidiaries are 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 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 have a Material Adverse Effect. Upon written request the
Company will provide to the Buyer true and correct copies of all policies relating to directors’ and officers’ liability
coverage, errors and omissions coverage, and commercial general liability coverage.


 


z.      Bad
Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the 1933
Act on the basis of being a “bad actor” as that term is defined in the Rule 506(d)(4) under the SEC 1933 Act.


 


aa.    Shell
Status. The Company represents that it is not a “shell” issuer and that if it previously
has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type
information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either
(i) write a Rule 144 and/or 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s
counsel if the requirements of Rule 144 are otherwise met.


 


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


 


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


 


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


 


ee.    Employee
Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining
agreement or employs any member of a union. The Company believes that its and its Subsidiaries’ relations with their respective
employees are good. No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the
Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company
or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary. To the knowledge
of the Company, no executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to
be, in violation of any material term of any employment contract, confidentiality,


 






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disclosure or proprietary information agreement,
non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each
such executive officer or other key employee (as the case may be) does not subject the Company or any of its Subsidiaries to any
liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all federal, state,
local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions
of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.


 


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


 


4.        COVENANTS.


 


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


 


b.     Form
D; Blue Sky Laws. If requested by Buyer, 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 Buyer 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
for sale to the Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue sky”
laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any
such action so taken to the Buyer on or prior to the Closing Date.


 


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


 






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d.      Right
of First Refusal. Unless it shall have first delivered to the Buyer, at least seventy two (72)
hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering,
including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following
delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such
Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right
of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including
debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve
(12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any
respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice
to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an
option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities
being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply
to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply
to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous
offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or
other advisors approved by the Board, whether pursuant to a plan or on a case-by-case basis, (iii) issuances to strategic partners
or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases
or similar transactions approved by the Board, (iv) issuances of securities as consideration for a merger, consolidation or purchase
of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity
capital), or in connection with the disposition or acquisition of a business, product or license by the Company, or (v) the issuance
of securities pursuant to the Company’s ongoing private placement offering of 7,000,000 Units for $0.20 per Unit, each of
which consists of one share of common stock and one warrant to purchase one share of common stock for $0.40 per share (each of
the foregoing, an “Exempt Issuance”). The Right of First Refusal also shall not apply to the issuance of securities
upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date
hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option
or restricted stock plan approved by the shareholders of the Company or pursuant to an Exempt Issuance.


 


e.      Expenses.
The Company shall reimburse Buyer for any and all expenses incurred by them in connection with the negotiation, preparation, execution,
delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”),
including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees
for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions
in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated
by the Documents. When possible, the Company must pay these fees directly, including, but not limited to, any and all wire fees,
otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written
notice by the Buyer or the submission of an invoice by the Buyer. At Closing, the Company’s initial obligation with respect
to this transaction is to reimburse Buyer’s legal and due diligence expenses shall be $22,500.00 plus the cost of wire fees
and $11,250.00 to J.H. Darbie & Co.


 






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


 


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


 


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


 


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


 


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


 






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k.      Restriction
on Activities. Commencing as of the date first above written, and until the sooner of the twelve
(12) month anniversary of the date first written above or payment of the Note in full, or full conversion of the Note, the Company
shall not, directly or indirectly, without the Buyer’s prior written consent, which consent shall not be unreasonably withheld:
(a) change the nature of its business; (b) sell, divest, acquire, change the structure of any material assets other than in the
ordinary course of business; or (c) enter into any variable rate debt transactions (i.e., transactions were the conversion or exercise
price of the security issued by the Company varies based on the market price of the Common Stock), whether a transaction similar
to the one contemplated hereby or any other investment, provided that the Company may engage in variable rate transaction if the
conversion price is subject to a minimum price of $0.10 per share and a maximum discount to market price of 10%. Notwithstanding
the above, nothing in this Section 4(k) shall bar the Company from acquiring DIA or disposing of the Learning Subsidiaries on terms
substantially the same as previously disclosed in the SEC Documents. 


 


l.       Legal
Counsel Opinions. Upon the request of the Buyer from to time 

to time, the Company shall be responsible (at its cost) for promptly supplying to the Transfer Agent
and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the
sale of Conversion Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of
the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares are not
then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption. Should
the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at the Company’s
cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its Transfer Agent to accept
such opinion.


 


m.    Conversion
of Preferred Stock.
Prior to the issuance of the Commitment Fee Shares to the Buyer, and in any event within sixty (60) days of the Effective Date,
the Company will have caused the conversion of a sufficient of its outstanding preferred stock into, or will have otherwise caused
the issuance of, shares of Common Stock such that, following the issuance of the Commitment Fee Shares to the Buyer, Buyer would
not be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company.
In the event that the Company does not comply with the requirements of this Section 4(m), it will be considered an Event of Default
pursuant to Section 3.2 of the Note.


 


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


 






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o.     Commitment
Fee Shares. The Company shall pay to Buyer, (i) as a commitment fee, Eight Hundred Thousand and
No/100 United States Dollars (US$800,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the
Company’s Common Stock equal to such amount. It is agreed that the number of shares of Common Stock issuable to Buyer under
this Section 4(o) shall be 4,000,000 (the “Commitment Fee Shares”). The Company shall instruct its transfer agent (the
“Transfer Agent”) to issue two (2) certificates or book entry statements, representing the Commitment Fee Shares issuable
to the Buyer within sixty (60) days after the Company’s execution of this Agreement, and shall cause its Transfer Agent to
deliver such certificate or book entry statement to Buyer within five (5) Business Days from such date. The Buyer shall never be
in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided,
however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon sixty-one (61)
days’ prior written notice. In the event any certificate or book entry representing the Commitment Fee Shares issuable hereunder
shall not be delivered to the Buyer within the applicable five (5) Business Day period, same shall be an immediate default under
this Agreement and the other Transaction Documents. The Commitment Fee Shares, when issued, shall be deemed to be validly issued,
fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned
as of the Effective Date.


 


(i)        Adjustments.
Subject to Section 4(o)(ii) below, it is the intention of the Company and Buyer that the Buyer shall be able to sell (if Buyer
so elects, in Buyer’s sole and absolute discretion) the Commitment Fee Shares, and generate net proceeds (net of all brokerage
commissions and other fees or charges payable by Buyer in connection with the sale thereof) from such sale equal to the Commitment
Fee. The Buyer shall use its best efforts to sell the Commitment Fee Shares in the principal trading market of the Company’s
Common Stock or otherwise, at any time in accordance with applicable securities laws. At any time, and from time to time, the Buyer
may elect during the period beginning on the date which is the six (6) month anniversary of the Closing Date and ending on the
date which is the thirty-six (36) month anniversary of the Closing Date (the “Adjustment Period”), the Buyer may deliver
to the Company a reconciliation statement showing the net proceeds actually received by the Buyer from the sale of all of the Commitment
Fee Shares actually sold (the “Sale Reconciliation”). If, as of the date of the delivery by Buyer of the Sale Reconciliation,
the Buyer has not realized net proceeds from the sale of such Commitment Fee Shares equal to at least the Commitment Fee, as shown
on the Sale Reconciliation, then the Company shall either pay in cash the applicable shortfall amount or immediately take all required
action necessary or required in order to cause the issuance of additional shares of Common Stock to the Buyer in an amount sufficient
such that, when sold and the net proceeds thereof are added to the net proceeds from the sale of any of the previously issued and
sold Commitment Fee Shares, the Buyer shall have received total net funds equal to the Commitment Fee. If additional shares of
Common Stock are issued pursuant to the immediately preceding sentence, and after the sale of such additional issued shares of
Common Stock the Buyer still has not received net proceeds equal to at least the Commitment Fee, then the Company shall again be
required to immediately take all required action necessary or required in order to cause the issuance of additional shares of Common
Stock to the Buyer as contemplated above, and such additional issuances shall continue until the Buyer has received net proceeds
from the sale of such Common Stock equal to the Commitment Fee. In the event additional Common Stock is required to be issued as
outlined above, the Company shall instruct its Transfer Agent to issue certificates or book entry statements representing such
additional shares of Common Stock to the Buyer immediately subsequent to the Buyer’s notification to the Company that additional
shares of Common Stock are issuable hereunder, and the Company shall in any event cause its Transfer Agent to deliver such certificates
or book entry statements to Buyer within three (3) Business Days following the date Buyer notifies the Company that additional
shares of Common Stock are to be issued hereunder. In the event such certificates or book entry statements representing such additional
shares of Common Stock issuable hereunder shall not be delivered to the Buyer within said three (3) Business Day period, same shall
be an immediate default under this Agreement and the Transaction Documents. Nothing herein contained shall be interpreted to in
any way limit the net proceeds from the sale of the Commitment Fee Shares which shall be generated by the Buyer. The Company’s
obligation to pay the Commitment Fee contemplated by this Section 4(o) thru the sale of Commitment Fee Shares, shall be an obligation
hereunder, secured by all transaction documents.


 






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(ii)       Redemption.
In the event that the Note has been repaid in full (including accrued and unpaid interest) on or prior to the Maturity Date (without
extension), the Company shall have the right to redeem 2,000,000 of the Commitment Fee Shares (as adjusted for stock splits, stock
dividends or similar events) which were originally issued (the “Redeemable Commitment Fee Shares”) for an amount payable
by the Company to the Buyer in cash of an aggregate of one ordinary U.S. dollar ($1.00). Upon Buyer’s receipt of such cash
payment in accordance with the immediately preceding sentence, the Redeemable Commitment Fee Shares shall be immediately redeemed
without any further action on the part of the Company or the Buyer. In the event the Company redeems the Redeemable Commitment
Fee Shares pursuant to this Section 4(o)(ii), the Commitment Fee shall be deemed reduced to $400,000 for purposes of Section 4(o)(i)
herein.


 


5.        Reserved.


 


6.        Reserved.



 


7.        Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its Transfer Agent to
issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified
from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof and for the Warrant
Shares in such amounts as specified from time to time by the Buyer to the Company upon exercise of the Warrant in accordance with
the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace
its Transfer Agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer
Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision
to irrevocably reserve shares of Common Stock in the amount of the Reserved Amount, as such term is defined in the Note) signed
by the successor Transfer Agent to Company and the Company. Prior to registration of the Conversion Shares and the Warrant Shares
under the 1933 Act or the date on which the Conversion Shares and the Warrant Shares may be sold pursuant to Rule 144 or other
applicable exemption without any restriction as to the number of Securities as of a particular date that can then be immediately
sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants
that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section, and stop transfer
instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion
Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 or other applicable exemption
without any restriction as to the number of Securities as of a particular date that can then be immediately sold and in the case
of the Warrant Shares prior to registration of the Warrant Shares under the 1933 Act or the date on which the Warrant Shares may
be sold pursuant to Rule 144 or other applicable exemption without any restriction as to the number of Securities as of a particular
date that can then be immediately sold),


 






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will be given by the Company to its Transfer Agent and that the Securities shall otherwise
be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii)
it will not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in transferring (or issuing)(electronically
or in certificated form) any certificate for Conversion Shares or the Warrant Shares under the 1933 Act or the date on which the
Conversion Shares are to be issued to the Buyer upon conversion of or otherwise pursuant to the Note or the Warrant Shares are
to be issued to the Buyer upon exercise of the Warrant as and when required by the Note and this Agreement; and (iii) it will not
fail to remove (or directs its Transfer Agent not to remove or impairs, delays, and/or hinders its Transfer Agent from removing)
any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion
Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement
or any Warrant Shares issued to the Buyer upon exercise of or otherwise pursuant to the Warrant as and when required by the Warrant.
Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to
comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Buyer provides the
Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable
transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act
and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant
to Rule 144 or other applicable exemption, the Company shall permit the transfer, and, in the case of the Conversion Shares and
the Warrant Shares, promptly instruct its Transfer Agent to issue one or more certificates, free from restrictive legend, in such
name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly,
the Company acknowledges that the remedy at law for a breach of its obligations under this Section may be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without
the necessity of showing economic loss and without any bond or other security being required.


 


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


 


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


 


b.      The Buyer shall have
delivered the Purchase Price in accordance with Section 1(b) above.


 






    	20



    	 



    

 


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


 


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


 


e.      The Company shall
have completed the acquisition of DIA on terms substantially the same as previously disclosed by the Company in a Form 8-K.


 


9.        CONDITIONS
PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE. The obligation of the Buyer hereunder
to purchase the Note and the Warrant 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 Buyer’s sole benefit and may be waived by the Buyer at any
time in its sole discretion:


 


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


 


b.     The Company shall
have delivered to the Buyer the duly executed Note.


  


c.      The Company shall
have delivered to the Buyer the duly executed Warrant (in such denominations as the Buyer shall request) and in accordance with
Section 1(b) above.


 


d.     The Irrevocable Transfer
Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by
the Company’s Transfer Agent.


 


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


 






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


 


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


 


h.     The Conversion Shares
and the Warrant Shares shall have been authorized for quotation on the OTC Pink, OTCQB or any similar quotation system and trading
in the Common Stock on the OTC Pink, OTCQB or any similar quotation system shall not have been suspended by the SEC or the OTC
Pink, OTCQB or any similar quotation system.


 


i.      The Buyer shall have
received an officer’s certificate in a form acceptable to Buyer, dated as of the Closing Datej..


 


10.      GOVERNING
LAW; MISCELLANEOUS.


 


a.      Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the
transactions contemplated by this Agreement, the Note or any other agreement, certificate, instrument or document contemplated
hereby shall be brought only in the state courts located in the State of New York or in the federal courts located in the State
of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION
DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other
party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement
delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall
be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process
being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a
copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by law.


 






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


 


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


 


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


 


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


 


f.      Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, email, or facsimile, addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery or delivery by email or facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be:


 






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If to the Company, to:


 


Creative Learning Corporation


14 Kings Highway


Haddonfield, NJ 08033


Attn: John Possumato


E-mail: john@driveitaway.com


 


If to the Buyer:


 


AJB Capital Investments LLC


4700 Sheridan Street, Suite J


Hollywood, FL 33021 26


Attn: Ari Blaine


Email: ari@ajbcapitalinvestments.com


 


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


 


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


 


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


 


i.      Survival.
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the
closing hereunder not withstanding any due diligence investigation conducted by or on behalf of the Buyer. 


 


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


 


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


 






    	24



    	 



    

 


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


 


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


 


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


 


[signature page follows]


 






    	25



    	 



    

 


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


 


CREATIVE LEARNING CORPORATION


 





	By:	/s/ John Possumato	 
	Name:	John Possumato	 
	Title:	Chief Executive Officer	 



 


AJB CAPITAL INVESTMENTS, LLC


 





	By:	/s/ Ari Blaine	 
	Name:	Ari Blaine	 
	Title:	Partner	 


 






    	 



    	 



    

 


Exhibit A


 


Form of Make Whole Notice


 


COMMITMENT FEE
SHARES MAKE WHOLE NOTICE


 


Reference is made to that
certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of February 24, 2022 among Creative Learning
Corporation, a Delaware corporation (the “Borrower”) and AJB Capital Investments, LLC, a Delaware limited liability
company (the “Buyer”). Pursuant to Section 4(o)(i) of the Purchase Agreement, the undersigned hereby directs you to
issue that number of shares of Common Stock constituting the “Make Whole Amount” as set forth below, of the Borrower,
within two days of the date hereof or the next succeeding business day. No fee will be charged to the Buyer for any such issuance,
except for transfer taxes, if any.


 


Box Checked as to applicable instructions:


 


[ ]          The Borrower
shall electronically transmit the Common Stock issuable pursuant to this Commitment Fee Shares Make Whole Notice to the account
of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).


 


Name of DTC Prime Broker:

Account Number:


 


[ ]          The undersigned
hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below
(which numbers are based on the Buyer’s calculation attached hereto) in the name(s) specified immediately below or, if additional
space is necessary, on an attachment hereto:


 


Make Whole Amount (number of shares of common
stock to be issued) 


 


AJB Capital Investments, LLC


 


	By:	 	 
	Name:	 	 
	Title:	 	 
	Date: