SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 15, 2017, is entered into by and between FIRST HARVEST
CORP., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act” or “1933 Act”), and Rule 506 promulgated thereunder by the United States
Securities and Exchange Commission (the “SEC”), the Company desires to issue and sell to the Purchaser, and the Purchaser
desires to purchase from the Company a 12% Convertible Note of the Company, in the form attached hereto as Exhibit A, in the principal
amount of $84,500.00 (together with any note(s) issued in replacement thereof or as interest thereon or otherwise with respect
thereto in accordance with the terms thereof, the “Note”), convertible into shares (“Conversion Shares”)
of common stock, $0.001 par value per share (the “Common Stock”), of the Company, upon the terms and subject to the
limitations and conditions set forth in such Note.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser 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 Purchaser, and the Purchaser
agrees to purchase from the Company, the Note for an aggregate purchase price of $80,070.00 (“Purchase Price”). Further,
the Company shall issue warrants to Purchaser to purchase 62,500 shares of common stock (the “Warrants”).


 


b)
Form of Payment. On the Closing Date (i) the Purchaser shall pay the Purchase Price by wire transfer of immediately available
funds to the Company, in accordance with the Company’s written wiring instructions, simultaneously with delivery of the
Note, and (ii) the Company shall deliver such Note duly executed on behalf of the Company to the Purchaser, simultaneously with
delivery of such Purchase Price.


 


c)
Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section
7 below, the closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the first business
day following the date hereof or such other mutually agreed upon time (the “Closing Date”) at the offices of Purchaser’s
counsel.


 


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


 


a)
Investment Purpose. Such Purchaser understands that the Securities are “restricted securities” and have not
been registered under the Securities Act or any applicable state securities law and is acquiring
the Securities for its own account and not with a view towards, or for resale in connection with, the public sale or distribution
thereof in violation of applicable securities laws; provided, however, by making the representations herein, Purchaser does not
agree, or make any representation or warranty, 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. The Purchaser is acquiring the Securities hereunder in the ordinary course of its business. The Purchaser
does not presently have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities
in violation of applicable securities laws.


 




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b)
Accredited Investor Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it
is, and on each date on which it exercises the Warrant or converts the Note it will be an “accredited investor” as
defined in Rule 501(a) under the Securities Act (an “Accredited Investor”).


 


c)
Reliance on Exemptions. The Purchaser 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 Purchaser’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions
and the eligibility of the Purchaser to acquire the Securities.


 


d)
Information. The Purchaser and its advisors, if any, have been, and for so long as the Securities 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 reasonably requested by the Purchaser or its advisors, provided that the
Purchaser has not been furnished with, and the Company shall not in the future deliver to the Purchaser without its consent, any
material non-public information concerning the Company. The Purchaser and its advisors, if any, have been, and for so long as
the Securities remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Neither such
inquiries nor any other due diligence investigation conducted by Purchaser or any of its advisors or representatives shall modify,
amend or affect Purchaser’s right to rely on the Company’s representations and warranties contained in Section 3 below.
The Purchaser understands that its investment in the Securities involves a significant degree of risk.


 


e)
Governmental Review. The Purchaser 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.


 




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f)
Transfer or Re-sale. The Purchaser 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 Purchaser shall have delivered
to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable
transactions to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from
such registration, which opinion shall be reasonably acceptable to 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 Purchaser 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 Purchaser shall have delivered to the Company
an opinion of counsel reasonably acceptable to the Company relating to such Regulation S; (ii) any sale of such Securities made
in reliance on Rule 144 may be made only in accordance with the terms of such Rule and further, if such 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)
Legends. The Purchaser understands that the Securities have been issued (or will
be issued in the case of the Conversion Shares) pursuant to an exemption from registration or qualification under the 1933 Act
and applicable state securities laws, and except as set forth below, the Securities shall bear any legend as required by the “blue
sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed
against transfer of such stock certificates):


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE]
[EXERCISABLE] HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES 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 TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER
SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN AGREEMENT WITH A
BROKER-DEALER OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 




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The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security
upon which it is stamped during any period when, (a) such Securities are registered for sale under an effective registration statement
filed under the 1933 Act , (b) following any sale of such Securities pursuant to Rule 144, (iii) if such Securities are eligible
for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required
under Rule 144 as to such Securities and without volume or manner-of-sale restrictions, or (iv) if such legend is not required
under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff
of the Commission). The Company agrees, at its expense, to cause its counsel to issue a legal opinion, or to accept the opinion
of counsel to the holder, in the form, substance and scope customary for opinions of counsel in comparable transactions, to the
Transfer Agent if required by the Transfer Agent to effect the removal of the legend hereunder. The Purchaser agrees to sell all
Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable
prospectus delivery requirements, if any.


 


h)
Authorization; Enforcement. The Purchaser is an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, power and authority to enter into and to
consummate the transactions contemplated hereunder. This Agreement has been duly and validly authorized. This Agreement has been
duly executed and delivered on behalf of the Purchaser, and this Agreement constitutes a valid and binding agreement of the Purchaser
enforceable in accordance with its terms.


 


i)
General Solicitation. The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice
or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television
or radio or presented at any seminar or any other general solicitation or general advertisement.


 


j)
Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder,
such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such
Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing
from the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing
the Company setting forth the material terms of the transactions contemplated hereunder until the date hereof (“Discussion
Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby
separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct
knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets,
the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that
made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement,
such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including
the existence and terms of this transaction). “Short Sales” means all “short sales” as defined
in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable
shares of Common Stock).


 




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3.
Representations and Warranties of the Company. Except as set forth in the Schedule of Exceptions set forth as Exhibit A,
the Company represents and warrants to the Purchaser, as of the date hereof and the Closing Date, that:


 


a)
Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly
organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power
and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now
owned, leased, used, operated and conducted. Schedule 3(a) sets forth a list of all of the Subsidiaries of the Company and the
jurisdiction in which each is incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation
to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business
conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have
a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations,
assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions
contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries”
means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly,
any equity or other ownership interest.


 


b)
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this
Agreement and 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 this Agreement and the Note 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 and exercise thereof) have been duly authorized
by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its
shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative,
and such authorized representative is the true and official representative with authority to sign this Agreement and the other
documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution
and delivery by the Company of the Note and each of such instruments will constitute, a legal, valid and binding obligation of
the Company enforceable against the Company in accordance with its terms.


 




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c)
Capitalization. As of the date hereof, the authorized capital stock of the Company, and number of shares issued and outstanding,
is as set forth in the Company’s most recent periodic report filed with the SEC. Except as disclosed on Schedule 3(c) hereof,
no shares are reserved for issuance pursuant to the Company’s stock option plans. Except as disclosed in the SEC Documents
no shares are reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for shares of
Common Stock. All of such outstanding shares of capital stock are 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. As of the date of this
Agreement, and except as disclosed in the SEC Documents, (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, notes 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 any of the Securities. The SEC
Documents contain true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof
(“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”),
and a description of 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 Shares. The Conversion Shares are duly authorized and reserved for issuance and, when issued and paid for upon
conversion of the Note, as the case may be, in accordance with their 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.


 


e)
Acknowledgment of Dilution. The Company’s executive officers and directors understand the nature of the Securities
being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings
of other holders of the Company’s equity or rights to receive equity of the Company. The board of directors of the Company
has concluded, in its good faith business judgment that the issuance of the Securities is in the best interests of the Company.
The Company specifically acknowledges that its obligation to issue the Conversion Shares upon conversion of the Notes is binding
upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other stockholders
of the Company or parties entitled to receive equity of the Company.


 




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f)
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 (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 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 and that is not filed as an SEC Document or other document filed with the SEC, 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 Certificate 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 Purchaser 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 Securities in accordance with the terms hereof and thereof and to issue the Conversion Shares.
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 Over-the-Counter Bulletin Board (the “OTCBB”), or OTCQB, or OTC Pink and does not reasonably anticipate that
the Common Stock will be delisted by the OTCBB, or OTCQB, or OTC Pink in the foreseeable future. The Company and its Subsidiaries
are unaware of any facts or circumstances which might give rise to any of the foregoing.


 


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 for the two years preceding the date hereof (or such shorter period as the Company was
required by law or regulation to file such material) (all of the foregoing filed 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”). As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act”
or “Exchange Act”), 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 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 (“GAAP”), 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 (except as may be otherwise
specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all
footnotes required by GAAP, and 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, 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.


 




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h)
Absence of Certain Changes. Since March 31, 2016 there has been no material adverse change and no material adverse development
in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act
reporting status of the Company or any of its Subsidiaries.


 


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


 


j)
Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to
use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications,
service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct
its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s
knowledge, 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/or entity; 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.


 




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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. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, the Company and 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 as may be disclosed in the SEC Documents, 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 any stock options disclosed
in the SEC Documents, none of the officers, directors, or employees of the Company is presently a party to any transaction with
the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property
to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company,
any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest
or is an officer, director, trustee or partner.


 


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


 




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o)
Acknowledgment Regarding Purchaser’ Purchase of Securities. The Company acknowledges and agrees that the Purchaser
is acting solely in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated
hereby. The Company further acknowledges that the Purchaser 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
Purchaser 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 Purchaser’s purchase of the Securities.


 


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 Purchaser. The issuance of the Securities
to the Purchaser 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 hired, retained or dealt with any broker, finder, consultant,
person, firm or corporation in connection with the negotiation, execution or delivery of this Agreement or the transactions contemplated
hereunder. The Company covenants and agrees that should any claim be made against Purchaser for any commission or other compensation
by any broker, finder, person, firm or corporation, based upon the Company’s engagement of such person in connection with
this transaction, the Company shall indemnify, defend and hold Purchaser 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 the Broker, to the attention of the Broker, pursuant to their separate agreement(s) between the Company and the Broker.


 


r)
Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and
operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”),
and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of
the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of
the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. Since March 31, 2016, 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.


 




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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.


 


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 except such as are described in Schedule 3(t) 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)
Insurance. The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such coverage amounts as are prudent and customary in the businesses in which the Company is engaged,
including, but not limited to, directors and officers insurance coverage with coverage amounts that are at least equal to the
aggregate Purchase Price. Neither the Company nor any 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 without a significant increase in cost.


 




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


 


w)
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.


 


x)
Solvency. Except as disclosed in the SEC Documents, the Company (after giving effect to the transactions contemplated by
this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable
liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would
lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement,
have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred
in connection therewith as such debts mature.


 


y)
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.


 


z)
No “Shell”. The Company is not, and has not at any time previously been a Shell Company, as defined
in Rule 144.


 


aa)
Bad Actor. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities
Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the
Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting
equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities
Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and,
together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described
in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification
Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person
is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under
Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.


 




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4.
COVENANTS.


 


a)
Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6
and 7 of this Agreement.


 


b)
Form D; Blue Sky Laws. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof to the Purchaser 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 Purchaser 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 Purchaser on or prior to the Closing Date.


 


c)
Use of Proceeds. The Company shall use the proceeds from the sale of the Securities for general corporate purposes, marketing
and sales, product development, key personnel recruiting and business development purposes.


 


d)
Financial Information. Upon written request of the Purchaser, the Company agrees to send or make available to the Purchaser
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. Notwithstanding the foregoing, the Company shall not disclose any material
nonpublic information to the Purchaser without its consent unless such information is disclosed to the public prior to or promptly
following such disclosure to the Purchaser.


 


e)
Listing. The Company will obtain and, so long as the Purchaser owns any of the Securities, maintain the listing and trading
of its Common Stock on the OTCBB, and OTCQB, or OTC Pink or any equivalent replacement exchange, the NASDAQ Stock Market (“NASDAQ”),
the New York Stock Exchange (“NYSE”), or the NYSE MKT, f/k/a American Stock Exchange (“AMEX”), and will
comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial
Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the
Purchaser copies of any notices it receives from the SEC, OTC Markets Group 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, provided that it shall not provide any notices constituting material nonpublic information.


 




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f)
Corporate Existence. So long as the Purchaser beneficially owns any Securities, 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 NASDAQ, NYSE or AMEX.


 


g)
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.


 


h)
Securities Laws Disclosure; Publicity. The Company shall comply with applicable securities laws by filing a Current Report
on Form 8-K, within four (4) Trading Days following the date hereof, disclosing all the material terms of the transactions contemplated
hereby, if the Company deems the transactions contemplated hereby to constitute material non-public information. The Company and
Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby,
and neither the Company nor Purchaser shall issue any such press release or otherwise make any such public statement without the
prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of Purchaser, with
respect to any press release of the Company, except if such disclosure is required by law, in which case the disclosing party
shall promptly provide the other party with prior notice of such public statement or communication.


 


i)
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by this
Agreement, the Company covenants and agrees that neither it nor any other person acting on its behalf will provide the Purchaser
or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior
thereto the Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company
understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in securities
of the Company.


 


j)
Subsidiaries. So long as the Note remains outstanding, the Company shall not transfer any assets or rights to any of its
subsidiaries or permit any of its subsidiaries to engage in any significant business or operations, whether such subsidiaries
are currently existing or hereafter created.


 


k)
Insurance. So long as the Note remains outstanding, the Company and its Subsidiaries shall maintain in full force and effect
insurance reasonably believed by the Company to be adequate coverage (a) on all assets and activities, covering property loss
or damage and loss of income by fire or other hazards or casualty, and (b) against all liabilities, claims and risks for which
it is customary for companies similarly situated to the Company to insure, including without limitation applicable product liability
insurance, required workmen’s compensation insurance, and other insurance covering injury or damage to persons or property,
but excluding directors and officers insurance coverage. The Company shall promptly furnish or cause to be furnished evidence
of such insurance to the Purchaser, in form and substance reasonably satisfactory to the Purchaser.


 




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l)
Par Value. If the closing bid price at any time the Note is outstanding falls below $0.005, the Company shall cause
the par value of its Common Stock to be reduced to $0.0001 or less.


 


m)
ROFR. In the event that at any time on or prior to the date which is six months following the Closing Date, the Company
desires to borrow funds, raise additional capital and/or issue additional promissory notes, whether convertible into shares of
securities of the Company or otherwise (a “Prospective Financing”), the Purchaser shall have the right of first refusal
to participate in the Prospective Financing, and the Company shall provide written notice containing the terms of such Prospective
Financing (the “ROFR Notice”) to the Purchaser prior to effectuating any such transaction, provided that this right
shall not apply to any transaction (a) in which the Company receives more than $250,000.00 of net proceeds in a single transaction;
or (b) that does not involve the issuance of any securities which are directly or indirectly convertible, exercisable or exchangeable
into or for capital stock of the Company. The ROFR Notice shall specify all of the key terms of the Prospective Financing, including,
but not limited to, the proposed investment amount, the proposed rate of interest, the proposed conversion price, the proposed
term of the investment, the type and number of securities to be sold and any and all other relevant terms, each as applicable.
Upon Purchaser’s receipt of the ROFR Notice, Purchaser shall have the exclusive right to participate in such Prospective
Financing(s), upon the terms specified in the ROFR Notice, by sending written notice to the Company within seven (7) business
days after Purchaser’s receipt of the ROFR Notice. In the event Purchaser fails to exercise its right of first refusal with
respect to an ROFR Notice within the time set forth above, Purchaser shall be deemed to have waived its right of first refusal
with respect to such Prospective Financing, provided that it shall retain such right with respect to any future Prospective Financing.
Notwithstanding anything contained herein, the Company shall not furnish any material non-public information concerning the Company
without the Purchaser’s prior written consent, and shall initially only indicate to the Purchaser that the Company contemplates
a financing. Notwithstanding anything contained herein, in no event shall the Purchaser be entitled to purchase any securities
which would cause the sum of (1) the number of shares of Common Stock beneficially owned by the Purchaser and its affiliates (other
than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note
or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise
analogous to the limitations contained herein) and (2) the number of shares of directly or indirectly purchasable under this Section,
to exceed 4.9% of the outstanding shares of Common Stock.


 


n)
Registration Rights Agreement. The Borrower shall on the date, which is no later than fifteen (15) days following the Closing
(“Filing Deadline”) file the registration statement with the SEC, which shall include all shares issuable upon conversion
of the Note , or in the event that within one hundred and twenty (120) days of Closing, the Registration Statement registering
the shares of Common Stock of this Note is not effective then as liquidated damages and not a penalty, the conversion price of
this Note shall while this Note remains outstanding equal the Default Conversion Price as defined in Section 1.2(a) of this Note.


 




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o)
Financing Restriction. In addition to the requirements of Section 4(n) above and during the period commencing on the date
hereof and ending ninety (90) calendar days after the date hereof, neither the Company nor any of its Subsidiaries shall, directly
or indirectly, effect any Subsequent Placement (as defined below) unless it obtains the prior written consent of the Purchaser,
with the exception of a financing provided by Andrew Garret, Inc., (part of the proceeds of which will be used to Redeem the Note).
“Subsequent Placement” means any, direct or indirect, issuance, offer, sale, grant of any option or right to purchase,
or otherwise disposition of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition
of) any equity or debt security or any equity-linked or related security (including, without limitation, any “equity security”
(as that term is defined under Rule 405 promulgated under the 1933 Act), any Common Stock Equivalents, any preferred stock or
any purchase rights) of the Company or any of its Subsidiaries, including, without limitation, pursuant to Section 3(a)(9) or
Section 3(a)(10) of the 1933 Act.


 


p)


 


5.
Transfer Agent Instructions. Upon receipt of a duly executed Notice of Conversion, the Company shall issue irrevocable
instructions to its transfer agent to issue certificates, registered in the name of the Purchaser or its nominee, for the Conversion
Shares in such amounts as specified from time to time by the Purchaser to the Company upon conversion of the Note, or any part
thereof, 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 this Agreement and the Securities
(including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount (as defined in
the Note)) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under
the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number
of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend
specified in Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer
Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the
case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion
Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can
then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely
transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will
not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically
or in certificated form) any certificate for Conversion Shares to be issued to the Purchaser upon conversion of or otherwise pursuant
to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or direct its transfer
agent not to remove or impair, delay, and/or hinder 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 Purchaser upon conversion
of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect
in any way the Purchaser’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, or the Purchaser’s obligations to comply with the provisions
of Rule 144, as applicable. If the Purchaser provides the Company with (i) an opinion of counsel in form, substance and scope
customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made
without registration under the 1933 Act and such sale or transfer is effected or (ii) the Purchaser provides reasonable assurances
that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion
Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and
in such denominations as specified by the Purchaser. The Company acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to the Purchaser, 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 5 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 Purchaser 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.


 




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6.
Injunction Posting of Bond. In the event the Purchaser shall elect to convert the Note or any parts thereof, the Company
may not refuse conversion or exercise based on any claim that Purchaser or anyone associated or affiliated with Purchaser has
been engaged in any violation of law, or for any other reason. In connection with any injunction sought or attempted by the Company,
the Company shall be required to post a bond at least equal to the greater of either: (i) the outstanding principal amount of
the Note; and (ii) the market value of the Conversion Shares sought to be converted, exercised or issued, based on the sale price
per share of Common Stock on the principal market on which it is traded.


 


7.
Delivery of Unlegended Shares.


 


a)
Within three (3) business days (such third business day being the “Unlegended Shares Delivery Date”) after
the business day on which the Company has received (i) a notice that Conversion Shares, or any other Common Stock held by the
Purchaser has been sold pursuant to a registration statement or Rule 144 under the 1933 Act, (ii) a representation that the prospectus
delivery requirements, or the requirements of Rule 144, as applicable and if required, have been satisfied, (iii) the original
share certificates representing the shares of Common Stock that have been sold, and (iv) in the case of sales under Rule 144,
customary representation letters of the Purchaser and, if required, Purchaser’s broker regarding compliance with the requirements
of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver to
its transfer agent (with copies to Purchaser) an appropriate instruction and opinion of such counsel, directing the delivery of
shares of Common Stock without any legends including the legend set forth in Section 4(h) above (the “Unlegended Shares”);
and (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing
the balance of the submitted Common Stock certificate, if any, to the Purchaser at the address specified in the notice of sale,
via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date.


 




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b)
The Company understands that a delay in the delivery of the Unlegended Shares later than the Unlegended Shares Delivery Date could
result in economic loss to the Purchaser. As compensation to Purchaser for such loss, the Company agrees to pay late payment fees
(as liquidated damages and not as a penalty) to the Purchaser for late delivery of Unlegended Shares in the amount of $1,000.00
per business day after the Unlegended Shares Delivery Date. If during any three hundred and sixty (360) day period, the Company
fails to deliver Unlegended Shares as required by this Section for an aggregate of thirty (30) days, then Purchaser or assignee
holding Securities subject to such default may, at its option, require the Company to redeem all or any portion of the shares
subject to such default at a price per share equal to the greater of (i) 200% of the most recent closing price of the Common Stock
or (ii) a fraction in which the numerator is the highest closing price of the Common Stock during the aforedescribed thirty (30)
day period and the denominator of which is the lowest conversion price during such thirty (30) day period, multiplied by the conversion
price or exercise price, as the case may be (“Unlegended Redemption Amount”). The Company shall pay any payments
incurred under this Section in immediately available funds upon demand.


 


8.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note
to the Purchaser 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 Purchaser shall have executed this Agreement and delivered the same to the Company.


 


b)
The Purchaser shall have delivered the Purchase Price to the Company.


 


c)
The representations and warranties of the Purchaser 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 Purchaser 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 Purchaser 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.


 




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9.
Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note
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 Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion:


 


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


 


b)
The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request)
in accordance with Section 1 above.


 


c)
The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to
and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to
Purchaser simultaneously with Closing).


 


d)
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 Purchaser 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 Purchaser including,
but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws, incumbency, and Board
of Directors’ resolutions relating to the transactions contemplated hereby.


 


e)
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.


 


f)
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.


 


g)
The Conversion Shares shall have been authorized for quotation on the OTCBB, OTCQB, and OTC Pink and trading of the Common Stock
on the OTCBB, OTCQB, and OTC Pink shall not have been suspended by the SEC or the OTC Markets Group.


 




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10.
Governing Law; Miscellaneous.


 


a)
Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflicts of laws thereof or any other State. Any action brought
by any party against any other party hereto concerning the transactions contemplated by this Agreement shall be brought only in
the state courts of New York or in the federal courts located in the state and county 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. The parties executing this Agreement and
other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam
jurisdiction of such courts and hereby irrevocably 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 hereto 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 contemplated hereby 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.


 


b)
Removal of Restrictive Legends. In the event that Purchaser has any shares of the
Company’s Common Stock bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits
to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares
pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses
or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent
the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the
removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser is hereby irrevocably and
expressly authorized to have counsel to the Purchaser render any and all opinions and other certificates or instruments which
may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the
Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive
legends as instructed by the Purchaser, and surrender to a common carrier for overnight delivery to the address as specified by
the Purchaser, certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock
to which the Purchaser is entitled, without any restrictive legends and otherwise freely transferable on the books and records
of the Company.


 




    	20 



    	 



    

 


c)
Filing Requirements. From the date of this Agreement until the Notes are no longer outstanding, the Company will timely
and voluntarily comply with all reporting requirements that are applicable to an issuer with a class of shares registered pursuant
to Section 12(g) of the 1934 Act, whether or not the Company is then subject to such reporting requirements, and comply with all
requirements related to any registration statement filed pursuant to this Agreement. The Company will use reasonable efforts not
to take any action or file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder) to
terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said acts until the
Notes are no longer outstanding. The Company will maintain the quotation or listing of its Common Stock on the OTCBB, OTCQB, and
OTC Pink, NYSE, or NASDAQ Stock Market (whichever of the foregoing is at the time the principal trading exchange or market for
the Common Stock (the “Principal Market”), and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Principal Market, as applicable. The Company will provide Purchaser
with copies of all notices it receives notifying the Company of the threatened and actual delisting of the Common Stock from any
Principal Market. As of the date of this Agreement and the Closing Date, the OTC Pink, is the Principal Market. Until the Note
is no longer outstanding, the Company will continue the listing or quotation of the Common Stock on a Principal Market and will
comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal
Market.


 


d)
144 Default. In the event commencing twelve (12) months after the Closing Date and ending twenty-four (24) months thereafter,
the Purchaser is not permitted to resell any of the Conversion Shares without any restrictive legend or if such sales are permitted
but subject to volume limitations or further restrictions on resale as a result of the unavailability to Subscriber of Rule 144(b)(1)(i)
under the 1933 Act or any successor rule (a “144 Default”), for any reason except for Purchasers’ status
as an Affiliate or “control person” of the Company, or as a result of a change in current applicable securities laws,
then the Company shall pay such Purchaser as liquidated damages and not as a penalty an amount equal to two percent (2%) of the
value of Conversion Shares (based on the closing sale of the Common Stock) subject to such 144 Default during the pendency of
the 144 Default of each thirty day period thereafter (or portion thereof) until the earlier of (a) the date such 144 Default is
cured and (b) such time as there are no longer restrictions on resale for the Purchasers to transfer the Shares pursuant to Rule
144.


 


e)
Fees and Expenses. On or prior to the Closing, the Company shall pay or reimburse to Purchaser a non-refundable, non-accountable
sum equal to $5,070.00 as and for the fees, costs and expenses (including without limitation legal fees and disbursements and
due diligence and administrative expenses) incurred by the Purchaser in connection with the Purchaser’s due diligence and
negotiation, preparation and execution of the Transaction Documents and consummation of the Transactions. The Purchaser may withhold
and offset the balance of such amount from the payment of its Purchase Price otherwise payable hereunder at Closing, which offset
shall constitute partial payment of such Purchase Price in an amount equal to such offset. Except as expressly set forth in this
Agreement or the Note to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and
performance of this Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in
connection with the delivery of any Securities to the Purchaser.


 




    	21 



    	 



    

 


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


 


g)
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.


 


h)
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.


 


i)
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 Purchaser 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 Purchaser.


 


j)
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 facsimile or email, with accurate confirmation generated
by the transmitting facsimile machine or computer, at the address, email 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:


 




    	22 



    	 



    

 


	       Purchaser:	EMA
    Financial, LLC
	 	40
    Wall Street, Suite 1700
	 	New
    York, NY 10005
	 	Attn:
    Felicia Preston
	 	admin@emafin.com
	 	 
	       Company:	First
    Harvest Corp.
	 	5015
    W. Nassau Street
	 	Tampa,
    FL 33558
	 	Attn:
    Kevin Patrick Gillespie, CEO
	 	Email:
    ________________
	 	Fax:
    ________________


 


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


 


k)
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 Purchaser 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 Purchaser may assign its rights
hereunder to any person that purchases Securities in a private transaction from the Purchaser or to any of its “affiliates,”
as that term is defined under the 1934 Act, without the consent of the Company.


 


l)
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.


 


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


 




    	23 



    	 



    

 


n)
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.


 


o)
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.


 


p)
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Purchaser 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 Purchaser 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.


 


q)
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.


 


r)
Signatures. Any signature transmitted by facsimile, e-mail, or other electronic means shall be deemed to be an original
signature.


 


(Remainder
of page intentionally left blank)


 




    	24 



    	 



    

 


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


 


FIRST
HARVEST CORP.


 


	By:	/s/
    Kevin Patrick Gillespie	 
	Name:	Kevin
    Patrick Gillespie	 
	Title:	CEO
    	 


 


EMA
FINANCIAL, LLC


 


	By:		 
	Name:	 	 
	Title:	 	 


 


GUARANTY


 


Each
of the undersigned subsidiaries of the Company jointly and severally, absolutely, unconditionally and irrevocably, guarantees
to the Purchaser and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance
by the Company when due (whether at the stated maturity, by acceleration or otherwise) of all amounts due under, and all other
obligations under, the Note. Each such subsidiary’s liability under this Guaranty shall be unlimited, open and continuous
for so long as this Guaranty remains in force.


 


	CANNAVOICES, INC.	FH ACQUISITION CORP.
	 	 	 	 
	By:	 	By:	 
	Print Name/Title:	Print Name/Title:


 




    	25 



    	 



    

 


EXHIBT
A


 


SCHEDULE
OF EXCEPTIONS


TO


SECURITIES
PURCHASE AGREEMENT


 


SCHEDULE
3(a)


(Organization
and Qualification)


 


Subsidiary
- Cannavoices, Inc., a Florida corporation


 


-
FH Acquisition Corp. a Nevada corporation


 




    	26 



    	 



    

 


SCHEDULE
3(c)


(Capitalization)


 


Shares
outstanding per last SEC filing (Dec. 31, 2016) – 23,807,935 common shares


 


Shares
outstanding at May 15, 2017, – 24,661,182 common shares


 


	 	1.	Dilutive
    Shares (no reset provisions):


 


	 	a)
    	Convertible
    Debt @ $0.75/share – 388,047 common shares


 


	 	b)	Convertible
    Debt @ $1.00/share – 384,973 common shares


 


FULLY
DILUTIVE WITH FIXED PRICE CONVERSIONS – 25,439,202 common shares as of May 15, 2017


 


	 	2.	Dilutive
    Shares with reset provisions and Warrants:
	 	 	 
	 	a)	$175,000
    Convertible Debt with EMA Financial, LLC, April 2017-
	 	 	 
	 	 	(shares
    convert at a variable discount to market: 1,600,000 shares reserved).
	 	 	 
	 	b)	$175,000
    Convertible Debt with Auctus Fund, LLC, April 2017-
	 	 	 
	 	 	(shares
    convert at a variable discount to market: 1,600,000 shares reserved).
	 	 	 
	 	c)	$84,500
    Convertible Debt with Auctus Fund, LLC, May 2017
	 	 	 
	 	 	(shares
    convert at a variable discount to market: 845,000 shares reserved).
	 	 	 
	 	d)	Warrants
    with EMA Financial, LLC to purchase shares of the Company’s Common Stock,
	 	 	April
    2017 - 62,500
	 	 	 
	 	e)	Warrants
    with Auctus Fund, LLC to purchase shares of the Company’s Common Stock,
	 	 	April
    2017- 62,500
	 	 	 
	 	f)	Warrants
    with Auctus Fund, LLC to purchase shares of the Company’s Common Stock,
	 	 	May
    2017- 62,500


 


Other
than the dilutive shares described herein, the Company has no warrants, options, convertible debt or other dilutive instruments
or agreements outstanding.


 


FULLY
DILUTIVE WITH VARIABLE PRICED CONVERSIONS – 4,232,500* common shares as of May 15, 2017


 


TOTAL
AGGREGATE DILUTION WITH FIXED AND VARIABLE PRICED CONVERSIONS- 29,671,702


 


*
Estimate based solely on amount reserved for conversions at a discount to market, which will vary based on the market price at
the time of the conversion, and cannot be relied upon to be the precise number of shares that can be issuable on a fully diluted
basis.


 




    	27 



    	 



    

 


SCHEDULE
3(m)


(Certain
Transactions)


 


As
disclosed in the Company’s 8K/A filed February 21, 2017, the Company incurred rent expense to First Harvest Financial, Inc.
(“FHF”) of $80,312 for the nine-month period ended December 31, 2016. The Company has no formal lease agreement with
FHF. The majority shareholder of FHF is the president and largest shareholder of the Company.


 




    	28 



    	 



    

 


SCHEDULE
3(u)


(Insurance)


 


The
Company does not currently have D&O insurance.


 




    	29 



    	 



    

 


SCHEDULE
3(z)


(No
“Shell”)


 


The
Company was previously classified as a shell. The Company filed a Super 8K on February 10, 2017 regarding its reverse merger with
Cannavoices, Inc.


 




    	30 



    	 



    

 


EXHIBIT
B


 


Form
of Warrant


 




    	31 



    	 



    

 


EXHIBIT
C


 


Registration
Rights Agreement


 



    	32