Exhibit 10.5


 


SECURITIES PURCHASE AGREEMENT


 





This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 7,
2022, by and between B2digital, Inc., a Delaware corporation (the “Company”), and GS Capital Partners, LLC,
with its address at 1 East Liberty Street Suite 600, Reno, Nevada 89501, (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 an 8% promissory
note of the Company, in the form attached hereto as Exhibit A in the aggregate principal amount of $483,000.00 (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”),
upon the terms and subject to the limitations and conditions set forth in such Note. The Note shall contain a $33,810.00 original issue
discount (OID) such that the purchase price for the note shall be $449,190.00 and shall be paid in disbursements in accordance with Schedule
A annexed hereto.


 


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


 


NOW THEREFORE,
the Company and the Buyer severally (and not jointly) hereby agree as follows:


 


1. Purchase
and Sale of Note.


 


a. Purchase
of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from
the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.


 


b. Form
of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold
to it at the Closing (as defined below) (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 in the principal amount equal to the
Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto in the disbursements in accordance
with Schedule A annexed hereto (provided that this Agreement, Note and the Pledge Agreement of even date shall be binding upon payment
of the initial disbursement, and Buyer shall not be obligated to disburse the remaining amounts so long as Company is in default under
the terms of any of the Loans from Buyer (as defined in the Pledge Agreement)), and (ii) the Company shall deliver to the Buyer such
duly executed Transaction Documents on behalf of the Company. “Transaction Documents” shall mean this Agreement, the Note,
the Pledge Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with
the transactions contemplated hereunder.


 


c.
Closing Date. The date and time of the first issuance and sale of the Note pursuant to this Agreement (the “Closing Date”)
shall be on or about July , 2022, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement
(the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.


 


2. Buyer’s
Representations and Warranties.The Buyer represents and warrants to the Company that:


 


a. Investment
Purpose. As of the date hereof, the Buyer is purchasing the Note 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.


 


 






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


 


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


 


d.
Information. The Buyer and its advisors, if any, have been, and for so long as the Note 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 remain 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 sale or re- sale of the Securities has not been and is not being registered
under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold
pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of
the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions
to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined
in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of the Buyer who agrees to sell or otherwise
transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant
to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”),
and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and
scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such
Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable,
any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to
be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the
rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such
Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in
each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral
in connection with a bona fide margin account or other lending arrangement.


 


g. 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.


 


h. Residency.
The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.


 


i. No
Short Sales. Buyer/Holder, its successors and assigns, agree that so long as the Note remains outstanding, the Buyer/Holder shall
not enter into or effect “short sales” of the Common Stock or hedging transaction which establishes a short position with
respect to the Common Stock of the Company.


 


 






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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, if any, is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own,
lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.


 


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


 


c. No
Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of the Certificate
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). 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 marketplace (the “OTC MARKETS”) and does not reasonably anticipate
that the Common Stock will be delisted by the OTC Markets 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.


 


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


 


e. 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 respective representatives or agents in connection
with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’
purchase of the Securities. The Company further represents to 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.


 


f. 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.


 


 






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g. 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 except such as are described in Schedule 3(i) 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.


 


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


 


i. Breach
of Representations and Warranties by the Company. 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, it will be considered an Event of
default under the Note.


 


4. COVENANTS.


 


a. Expenses.
At the Closing, the Company shall reimburse Buyer for 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, 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.


 


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


 


c. 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.


 


d. Breach
of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available
to the Buyer pursuant to this Agreement, it will be considered an event of default under the Note.


 


5. 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
shall be brought only in the state courts of Nevada or in the federal courts located in the state Nevada and county or city of either
Washoe County, Nevada or Clark County, Nevada. 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. The Company and Buyer waive trial by jury. 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. Headings.
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 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 majority in interest of 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, (iv) via electronic mail or (v) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most
recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a)
upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address
or number designated below (if delivered on a business day during normal business hours where such notice is to be received) or delivery
via electronic mail, or the first business day following such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be:


 


If to the
Company, to:


B2digital, Inc.


4522 West
Village Drive, Suite 215,


Tampa, FL
33624


Attn: Greg
P. Bell, CEO


 


 


If to the
Buyer:


GS Capital
Partners, LLC


1 East Liberty
Street Suite 600


Reno, Nevada
89501


Attn: Gabe Sayegh


 


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, 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.


 


 






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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 notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and
hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related
to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or
any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 


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


 


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


 


l. Remedies.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent
and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions
of this Agreement, that 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.


 


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


 


 


B2DIGITAL, INC.


 


 


By: /s/ Greg P. Bell                                    


Greg P. Bell, CEO


 


 


GS CAPITAL PARTNERS, LLC


 


By:                                                               


Gabe Sayegh, President


 


 


 


AGGREGATE SUBSCRIPTION AMOUNT:


 


Aggregate Principal Amount of Note:                   $483,000.00


 


Aggregate Purchase
Price:


 


Note 1: $483,000.00 less $33,810.00 in OID


 


 


 






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SCHEDULE A


 


Disbursement Schedule


 


	Amount	Date
	$125,550.00	upon Closing
	$116,250.00	within 30 days of Closing
	$106,950.00	within 60 days of Closing
	$100,440.00	within 90 days of Closing


 


 


 


 






    	 	 	 



     


    

 


EXHIBIT
A


PROMISSORY NOTE - $483,000.00