VYSTAR CORPORATION


 


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (“Agreement”) is made as of May __, 2012, by and between Vystar Corporation, a Georgia corporation
(the “Company”), and each of the purchasers who execute the Purchaser Signature Page hereto (the “Purchaser”).


 


RECITALS


 


A.           The
Company desires to obtain funds from each Purchaser in order to provide working capital for marketing, acquisitions, expansion
and to further the operations of the Company.


 


B.           The
Company is offering Units (the “Units”), each Unit comprised of (i) 100,000 shares of its common stock,
$0.001 par value per share (the “Common Stock” and, the shares of Common Stock offered herein, being sometimes
referred to herein as the “Shares”), and (ii) 100,000 warrants in the form as annexed hereto as Exhibit
A (the “Warrants”), to purchase an equal number of shares of Common Stock at an exercise price of $0.35
per share (the “Warrant Shares”), at a purchase price of $25,000 per Unit (i.e. $0.25 per Share and Warrant).
The Shares, Warrants and Warrant Shares are sometimes collectively referred to herein as the “Securities.”


 


C.           Purchasers
understand that there is a great deal of risk, illiquidity and uncertainty in the purchase of the Units herein, and that no assurance
can be made that the Company will complete its business plan or, if completed, that it will be successful in doing so. Purchasers
have received and examined all of the Company’s SEC Reports (as defined in Section 3.7.1), including, without limitation,
any risk factors therein, and a Offering Summary Memorandum dated as of May 4, 2012 (the “PPM”) containing such
information as, among other things, a description of this offering and understand that an investment herein entails a high degree
of risk and illiquidity, including loss of Purchaser’s entire investment.


 


D.           The
offering of Units is being made directly by the Company through the Placement Agent (as hereinafter defined), to accredited investors
only, under Regulation S and/or Rule 506 of Regulation D of the Securities Act, as amended, on a “best efforts $750,000 maximum”
basis, wherein up to a maximum of 30 Units, or 3,000,000 Shares and3,000,000 Warrants may be sold.


 


E.           There
is no escrow agent in this offering and moneys will not be held in any segregated or secured account pending acceptance or rejection.
Accordingly, there is also no minimum offering amount and your funds reflecting the Purchase Price will become immediately available
for use by the Company and susceptible to rights of third party creditors without protection. Purchasers and third party agents
will not have an opportunity to approve of a Closing / subscription acceptance, or to request refund of any moneys submitted to
the Company until such time as subscriptions are accepted or rejected or a Termination Date occurs. Purchasers acknowledge and
agree that their subscriptions are irrevocable and binding commitments on the part of the Purchaser and that once their funds have
been tendered with the appropriate subscription documents the Company may utilize and disburse funds and conduct a Closing and
issue to Purchasers their respective Shares and Warrants without any advanced consent or notice to Purchasers or the Placement
Agent. The Company may reject any subscriptions in whole or in part for any reason or for no reason to return funds to the Purchaser
to the extent of such non accepted funds, or, retains the right to hold the same for acceptance or rejection at a future closing,
until termination of the offering, at which time, any unused subscription funds shall be returned to Purchaser.


 



    	 



    	 



    

 


AGREEMENT


 


It is agreed as follows:


 


1.           PURCHASE
AND SALE OF UNITS. 


 


1.1           Purchase
and Sale. In reliance upon the representations and warranties of the Company and each Purchaser contained herein and subject
to the terms and conditions set forth herein, at Closing, each Purchaser shall purchase, and the Company shall sell and issue to
each Purchaser, Units comprised of the number of Shares and Warrants set forth on the signature page annexed to the end of this
Agreement as executed by such Purchaser (the “Purchaser Signature Page”), issued in such Purchaser’s name,
at a purchase price of $25,000 per Unit (the “Purchase Price”).


 


2.           CLOSING.


 


2.1           Date
and Time. The sale of Units will take place in one or more closings (“Closing”), subject to the satisfaction
of all the parties hereto of their obligations herein. The Purchasers shall submit an executed copy of this Agreement to the Company
and Placement Agent along with the Purchase Price by bank wire (or, with the consent of Placement Agent, by check) directly to
the Company. The Closing of the sale of Units contemplated by this Agreement shall take place from time to time as subscriptions
are received, without any consent of, or notice to, Purchasers. Subscriptions that are not accepted will be returned with any funds
(less wire fees). The Closing shall take place at the offices of the Company or at such other place as the Company and the Placement
Agent shall agree in writing (each, a “Closing Date”) on or before May 15, 2012, unless otherwise extended by
the Company and Placement Agent up to a maximum of 30 days (the “Termination Date”).


 


2.2           No
Escrow Agent. There is no escrow agent and no minimum offering amount. Purchasers understand and acknowledge that the Company
may or may not raise capital other than their own subscription and, that the Company may accept subscriptions from Purchasers at
any time. Purchasers acknowledge and agree that their subscriptions are irrevocable and binding commitments on the part of the
Purchaser and that once their funds have been tendered to the Company with the appropriate subscription documents and their subscription
received. The Company may reject any subscriptions in whole or in part for any reason or for no reason and shall return funds to
the Purchaser to the extent of such non accepted funds, or, retains the right to hold the same for acceptance or rejection at a
future closing, until the Termination Date of the offering, at which time, any unused subscription funds shall be returned to Purchaser.


 


3.           REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


As a material inducement
to each Purchaser to enter into this Agreement and to purchase the Units and for Placement Agent to assist in placing the offering,
the Company represents and warrants that the following statements are true and correct in all material respects as of the date
hereof and will be true and correct in all material respects at Closing, except as expressly qualified or modified herein. All
references in this Section 3 to the Shares, Warrants or Warrant Shares or Securities shall be deemed to include the Placement Agent
Shares, Placement Agent Warrants (each as defined in Section 8 below) and shares issuable upon exercise of the Placement Agent
Warrants, unless the context requires otherwise.


 


3.1           Organization
and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the
State of Georgia and has full corporate power and authority to enter into and perform its obligations under this Agreement, and
to own its properties and to carry on its business in all jurisdictions as presently conducted and as proposed to be conducted.
The Company and its subsidiaries have all government and other licenses and permits and authorizations to do business in all jurisdictions
where their activities require such license, permits and authorizations, except where failure to obtain any such license, permit
or authorization will not have a Material Adverse Effect, as defined herein.


 



    	2



    	 



    

 


3.2           Capitalization.
As of March 31, 2012, the Company is authorized to issue 50,000,000 shares of Common Stock, of which, 19,032,248 shares were issued
and outstanding, and 15,000,000 shares of “blank check” preferred stock authorized, none of which is or has been issued
or outstanding or designated or otherwise agreed to be issued or outstanding and none of which has been or is designated as a series
or class with any specific rights or privileges. All outstanding shares of the Company’s capital stock have been duly authorized
and validly issued, and are fully paid, nonassessable, and free of any preemptive rights. There is only one class and series of
common stock of the Company, without any special series, rights, preferences or designations assigned to any particular shares
of Common Stock. The Company does not have any outstanding notes, convertible debt, derivative securities or notes other than as
specifically set forth on Schedule 3.2 hereto which are convertible into or exercisable for Common Stock, and which
do not have anti dilution rights or protections.


 


3.3           Authorization.
The Company has full power and authority and has taken all requisite action on the part of the Company, its officers, directors
and stockholders necessary for (i) the authorization, execution and delivery of this Agreement, the Warrants and any other transaction
documents relating to this Agreement (collectively the “Transaction Documents”), (ii) the authorization of the
performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation for
issuance) and delivery of the Shares hereby or the Warrant Shares upon exercise of the Warrants.
The Transaction Documents constitute the legal, valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws
of general applicability, relating to or affecting creditors’ rights generally.


 


3.4           Valid
Issuance of Securities. The Shares have been duly and validly authorized and, upon issuance, will be validly issued, fully
paid and non-assessable. The Warrants have been duly and validly authorized, and, the Warrant Shares, when and if issued in accordance
with the terms of the Warrants, shall be validly issued, fully paid and non-assessable. The Shares, upon issuance are, and the
Warrant Shares, upon issuance in accordance with the Warrants will be, free and clear of any security interests, liens, claims
or other encumbrances, other than restrictions upon transfer under federal and state securities laws. The shares of each Subsidiary
are duly authorized, validly issued, fully paid and non assessable and held by the Company which has sole, and unencumbered marketable
title and is the sole owner.


 


3.5           No
Conflict, Breach, Violation or Default; Third Party Consents. The
execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will
not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the
Company’s Articles of Incorporation or the Company’s Bylaws, both as in effect on the date hereof (collectively, the
“Company Documents”), or (ii) any statute, rule, regulation or order of any governmental agency, self regulatory
agency, securities regulatory or insurance regulatory agency or body or any court, domestic or foreign, having jurisdiction over
the Company or any of its assets or properties, or (iii) any material agreement or instrument to which the Company is a party or
by which the Company is bound or to which any of its assets or properties is subject; except in the case of each of clauses (ii)
and (iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse
Effect. No approval of or filing with any governmental authority is required for the Company to enter into, execute or perform
this Agreement or any Transaction Document.


 



    	3



    	 



    

 


3.6           No
Material Adverse Change. Since December 31, 2011, except as identified and described in the SEC Reports (as defined below)
or as described on Schedule 3.6, there has not been:


 


(i)          any
change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the financial
statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 except for changes
in the ordinary course of business which have not had and could not reasonably be expected to have a material adverse effect on
the Company’s assets, properties, financial condition, operating results or business of the Company taken as a whole other
than an effect primarily or proximately resulting from (A) changes in general economic or market conditions affecting the industry
generally in which the Company operates, which changes do not disproportionately affect the Company as compared to other similarly
situated participants in the industry in which the Company operates; (B) changes in applicable law or GAAP; and (C) acts of terrorism,
war or natural disasters which do not disproportionately affect the Company (as such business is presently conducted) (a “Material
Adverse Effect”), individually or in the aggregate;


 


(ii)         any
declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of the
Company, or any redemption or repurchase of any securities of the Company;


 


(iii)        any
material damage, destruction or loss, whether or not covered by insurance, to any assets, licenses, government permits, self regulatory
agency permit or license, or properties of the Company;


 


(iv)        any
waiver, not in the ordinary course of business, by the Company of a material right or of a material debt owed to it;


 


(v)         any
satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary
course of business and which has not had a Material Adverse Effect;


 


(vi)        any
change or amendment to the Company Documents, or material change to any material contract or arrangement by which the Company is
bound or to which any of its assets or properties is subject;


 


(vii)       any
material labor difficulties, labor disputes, non-compete or similar disputes, or labor union organizing activities with respect
to employees of the Company;


 


(viii)      any
material transaction entered into by the Company other than in the ordinary course of business;


 


(ix)         the
loss of the services of any key employee, salesperson, or material change in the composition or duties of the senior management
of the Company;


 


(x)          the
loss or threatened loss of any customer which has had or could reasonably be expected to have a Material Adverse Effect;


 


(xi)         any
default of any indebtedness or, to the knowledge of the Company, breach of contract agreement, in each case with aggregate liabilities
of greater than $50,000.


 






    	4



    	 



    



 


(xi)         any
other event or condition of any character that has had or could reasonably be expected to have a Material Adverse Effect.


 


3.7           SEC
Reports and Financial Statements.


 


3.7.1           The
Company has made available to each Purchaser through the SEC’s EDGAR system accurate and complete copies (excluding copies
of exhibits) of each report, registration statement, and definitive proxy statement filed by the Company with the United States
Securities and Exchange Commission (“SEC”) since December 31, 2010 (collectively, the “SEC Reports”).
All statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC have been
so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement,
then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the
“1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.


 


3.7.2           Except
for the pro forma financial statements, if any, the financial statements contained in the SEC Reports: (i) complied as to form
in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of
the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered
(except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by
Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring
year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present,
in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations
of the Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit
adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.


 


3.8           Securities
Law Compliance. Without consideration of the actions of the Placement Agent (as defined in Section 8 herein), and assuming
the accuracy of the representations and warranties of each Purchaser set forth in Section 4 of this Agreement, the offer and sale
of the Securities comprising the Units will constitute an exempted transaction under the Securities Act, and registration of the
Shares, Warrants or Warrant Shares under the Securities Act for issuance herein is not required. The Company shall make such filings
as may be necessary to comply with the Federal securities laws and the “blue sky” laws of any state in connection with
the offer and sale of the Securities, which filings will be made in a timely manner.


 


3.9           Tax
Matters. The Company has timely prepared and filed all tax returns required to have been filed by the Company with all appropriate
governmental agencies and timely paid all taxes shown thereon or otherwise owed by it. The charges, accruals and reserves on the
books of the Company in respect of taxes for all fiscal periods are adequate in all material respects, and there are no material
unpaid assessments against the Company nor, to the Company’s Knowledge, any basis for the assessment of any additional taxes,
penalties or interest for any fiscal period or audits by any federal, state or local taxing authority except for any assessment
which is not material to the Company, taken as a whole. All taxes and other assessments and levies that the Company is required
to withhold or to collect for payment have been duly withheld and collected and paid to the proper governmental entity or third
party when due. There are no tax liens or claims pending or, to the Company’s Knowledge, threatened against the Company or
any of its assets or property. There are no outstanding tax sharing agreements or other such arrangements between the Company or
other corporation or entity. For the purposes of this agreement, “Company’s Knowledge” means the actual
knowledge of the executive officers (as defined in Rule 405 under the Securities Act) of the Company.


 



    	5



    	 



    

 


3.10         Title
to Properties. Except as disclosed in the SEC Reports, the Company has good and marketable title to all real properties and
all other properties and assets owned by it, in each case free from liens, encumbrances and defects that would materially affect
the value thereof or materially interfere with the use made or currently planned to be made thereof by them; and except as disclosed
in the SEC Reports, the Company holds any leased real or personal property under valid and enforceable leases with no exceptions
that would materially interfere with the use made or currently planned to be made thereof by them.


 


3.11         Intellectual
Property.


 


Except as set forth
in Schedule 3.11:


 


(i)          All
Intellectual Property of the Company or its Subsidiaries is currently in compliance with all legal requirements (including timely
filings, proofs and payments of fees) and is valid and enforceable. No Intellectual Property of the Company which is necessary
for the conduct of Company’s businesses as currently conducted has been or is now involved in any cancellation, dispute or
litigation, and, to the Company’s Knowledge, no such action is threatened.


 


(ii)         All
of the licenses and sublicenses and consent, royalty or other agreements concerning Intellectual Property which are necessary for
the conduct of the Company’s business as currently conducted to which the Company is a party or by which any of its assets
are bound (other than generally commercially available, non-custom, off-the-shelf software application programs having a retail
acquisition price of less than $10,000 per license) (collectively, “License Agreements”) are valid and binding
obligations of the Company and, to the Company’s Knowledge, the other parties thereto, enforceable in accordance with their
terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws affecting the enforcement of creditors’ rights generally, and there exists no event or condition
which will result in a material violation or breach of or constitute (with or without due notice or lapse of time or both) a default
by the Company under any such License Agreement.


 


(iii)        The
Company owns or has the valid right to use all of the Intellectual Property that is necessary for the conduct of the Company’s
business as currently conducted and for the ownership, maintenance and operation of the Company’s properties and assets,
free and clear of all liens, encumbrances, adverse claims or obligations to license all such owned Intellectual Property and Confidential
Information, other than licenses entered into in the ordinary course of the Company’s business. The Company has a valid and
enforceable right to use all third party Intellectual Property and Confidential Information used or held for use in the business
of the Company.


 


(iv)        To
the Company’s Knowledge, the conduct of the Company’s business as currently conducted does not infringe or otherwise
impair or conflict with (collectively, “Infringe”) any Intellectual Property rights of any third party or any
confidentiality obligation owed to a third party, and, to the Company’s Knowledge, the Intellectual Property and Confidential
Information of the Company which are necessary for the conduct of the Company’s business as currently conducted are not being
Infringed by any third party. There is no litigation or order pending or outstanding or, to the Company’s Knowledge, threatened
or imminent, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any Intellectual
Property or Confidential Information of the Company and the Company’s use of any Intellectual Property or Confidential Information
owned by a third party, and, to the Company’s Knowledge, there is no valid basis for the same.


 



    	6



    	 



    

 


(v)         The
consummation of the transactions contemplated hereby and by the other Transaction Documents will not result in the alteration,
loss, impairment of or restriction on the Company’s ownership or right to use any of the Intellectual Property or Confidential
Information which is necessary for the conduct of the Company’s business as currently conducted.


 


(vi)        The
Company has taken reasonable steps to protect the Company’s rights in its Intellectual Property and Confidential Information.
Each employee, consultant and contractor who has had access to Confidential Information which is necessary for the conduct of Company’s
business as currently conducted has executed an agreement to maintain the confidentiality of such Confidential Information and
has executed appropriate agreements that are substantially consistent with the Company’s standard forms thereof, except where
the failure to do so has not had and could not reasonably be expected to have a Material Adverse Effect, individually or in the
aggregate. Except under confidentiality obligations, there has been no material disclosure of any Confidential Information to any
third party.


 


3.12         Environmental
Matters. To the Company’s Knowledge, the Company (i) is not in violation of any statute, rule, regulation, decision or
order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous
or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances
(collectively, “Environmental Laws”), (ii) does not own or operate any real property contaminated with any substance
that is subject to any Environmental Laws, (iii) is not liable for any off-site disposal or contamination pursuant to any Environmental
Laws, or (iv) is not subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim
has had or could reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending
or, to the Company’s Knowledge, threatened investigation that might lead to such a claim.


 


3.13         Litigation.
There are no pending material actions, suits or proceedings against or affecting the Company, or any of its properties; and to
the Company’s Knowledge, no such actions, suits or proceedings are threatened or contemplated against the Company.


 


3.14         No
Directed Selling Efforts or General Solicitation. Neither the Company nor any Person, as defined below, acting on its behalf
has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the
offer or sale of any of the Securities. “Person” means any individual, corporation, company, limited liability
company, partnership, limited liability partnership, trust, estate, proprietorship, joint venture, association, organization or
entity.


 


3.15         No
Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances
that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated
hereby or would require registration of the Securities under the Securities Act. For purposes of this Agreement, “Affiliate”
means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is
controlled by, or is under common control with, such Person.


 



    	7



    	 



    

 


3.16         Questionable
Payments. To the Company’s Knowledge, none of its current or former stockholders, directors, officers,
employees, agents or other Persons acting on behalf of the Company, has on behalf of the Company or in connection with its business:
(i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political
activity; (ii) made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (iii)
established or maintained any unlawful or unrecorded fund of corporate monies or other assets; (iv) made any false or fictitious
entries on the books and records of the Company; or (v) made any unlawful bribe, rebate, payoff, influence payment, kickback or
other unlawful payment of any nature.


 


3.17         Transactions
with Affiliates. Except as disclosed in the SEC Reports, none of the officers or directors of the Company and, to the Company’s
Knowledge, none of the employees of the Company is presently a party to any transaction with the Company (other than as holders
of stock options and/or warrants, and 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 Company’s Knowledge, any entity
in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.


 


3.18         Internal
Controls. Except as set forth in the SEC Reports, the Company is
in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the Company except where such
noncompliance could not have or reasonably be expected to result in a Material Adverse Effect. Except as set forth in the SEC Reports,
the Company maintains, and will use commercially reasonable best efforts to maintain, a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or
specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements and to maintain
asset accountability both in conformity with GAAP and the applicable provisions of the 1934 Act, (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. Except
as set forth in the SEC Reports, the Company has established disclosure controls and procedures (as defined in the 1934 Act Rules
13a-14 and 15d-14) and designed such disclosure controls and procedures to ensure that material information relating to the Company,
including the subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period
in which the Company’s most recently filed period report under the 1934 Act, as the case may be, is being prepared. The Company’s
certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period
covered by the most recently filed periodic report under the 1934 Act (such date, the “Evaluation Date”). The
Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about
the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation
Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 308 of Regulation
S-K for smaller reporting companies) or, to the Company’s Knowledge, in other factors that could significantly affect the
Company’s internal controls.


 


3.19         Disclosures.
Neither the Company, the Placement Agent, nor any Person acting on any of their behalf has provided the Purchasers or their agents
or counsel with any information that constitutes or might constitute material, non-public information. The written materials delivered
to the Purchasers in connection with the transactions contemplated by the Transaction Documents do not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the
circumstances under which they were made, not misleading.


 



    	8



    	 



    

 


3.20         Third
Party Beneficiaries. The Company acknowledges that Placement Agent, its representatives, and other selling agents (if any),
are direct intended beneficiaries of the representations and warranties made hereby in respect of all of the Placement Agent Shares
or Warrants issued to them or their affiliates, and, are also deemed third party beneficiaries to the representations and warranties
made hereby to the Purchasers.


 


4.          REPRESENTATIONS
AND WARRANTIES OF EACH PURCHASER.


 


Each Purchaser individually
and not jointly hereby represents warrants and covenants with the Company as follows. For avoidance of doubt, these warranties
and representations are made to the Company as well as to the Placement Agent and their agents and representatives and affiliates
and other members of the selling group (if any) and their representatives and affiliates, as third party beneficiaries hereto:


 


4.1           Legal
Power. Each Purchaser has the requisite individual, corporate, partnership, limited liability company, trust, or fiduciary
power, as appropriate, and is authorized, if such Purchaser is a corporation, partnership, limited liability company, or trust,
to enter into this Agreement, to purchase the Shares hereunder, and to carry out and perform its obligations under the terms of
this Agreement or any other Transaction Documents to which it is a party.


 


4.2           Due
Execution. The execution and performance of the terms under this Agreement and the Accredited Investor Questionnaire commencing
Page SP-2 appended at the end of this Agreement (the “Questionnaire”) and Purchaser Signature Page hereto, have
been duly authorized, if such Purchaser is a corporation, partnership, limited liability company, trust or fiduciary, executed
and delivered by such Purchaser, and, upon due execution and delivery by the Company, this Agreement will be a valid and binding
agreement of such Purchaser.


 


4.3           Access
to Information. Each Purchaser understands that an investment in the Securities involves a high degree of risk and illiquidity,
including, risk of loss of their entire investment. Each Purchaser also understands that the Company has limited capital and
is not profitable. Each Purchaser represents that such Purchaser has been given full and complete access to the Company for the
purpose of obtaining such information as such Purchaser or its qualified representative has reasonably requested in connection
with the decision to purchase the Shares. Each Purchaser represents that such Purchaser has received and reviewed copies of the
SEC Reports and PPM. Each Purchaser represents that such Purchaser has been afforded the opportunity to ask questions of the officers
of the Company regarding its business prospects and the Shares, all as such Purchaser or such Purchaser’s qualified representative
have found necessary to make an informed investment decision to purchase the Shares.


 


4.4           Restricted
Securities.


 


4.4.1           Each
Purchaser has been advised that none of the Securities have been registered under the Securities Act or any other applicable securities
laws and that Shares are being offered and sold pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D
and/or Regulation S thereunder, and that the Company’s reliance upon Section 4(2) and/or Rule 506 of Regulation D and/or
Regulation S is predicated in part on such Purchaser representations as contained herein (including, for avoidance of doubt, the
Questionnaire). Each Purchaser acknowledges that the Securities will be issued as “restricted securities” as defined
by Rule 144 promulgated pursuant to the Securities Act. None of the Securities may be resold in the absence of an effective registration
thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory
to the Company, an applicable exemption from registration is available.


 



    	9



    	 



    

 


4.4.2           Each
Purchaser represents that such Purchaser is acquiring the Shares for such Purchaser’s own account, and not as nominee or
agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used
in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities
laws.


 


4.4.3           Each
Purchaser understands and acknowledges that the certificates representing the Shares, Warrants and, if issued, the Warrant Shares,
will bear substantially the following legend:


 


“THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED
UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION
INVOLVING SAID SECURITIES, (ii) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING
THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT
FROM REGISTRATION.”


 


4.4.4           Each
Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Each Purchaser
acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or
an exemption from such registration is available. Each Purchaser is aware of the provisions of Rule 144 promulgated under the Securities
Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule
is not now available and, in the future, may not become available for resale of any of the Securities. Each Purchaser is an “accredited
investor” as defined under Rule 501 under the Securities Act.


 


4.4.5           The
representations made by each Purchaser on the Questionnaire (commencing page SP-2 appended at the end hereof) and Purchaser Signature
Page are true and correct.


 


4.5           Purchaser
Sophistication and Ability to Bear Risk of Loss. Each Purchaser acknowledges that it is able to protect its interests in connection
with the acquisition of the Shares and can bear the economic risk of investment in such securities without producing a material
adverse change in such Purchaser’s financial condition. Each Purchaser, either alone or with such Purchaser’s representative(s),
otherwise has such knowledge and experience in financial or business matters that such Purchaser is capable of evaluating the merits
and risks of the investment in the Securities.


 


4.6           Purchases
by Groups. Each Purchaser represents, warrants and covenants that it is not acquiring the Shares as part of a group within
the meaning of Section 13(d)(3) of the 1934 Act or otherwise purchasing with intent to control voting over the Company.


 


4.7           Independent
Investigation. Each Purchaser in making his decision to purchase the Units herein, has relied solely upon an independent investigation
made by him and his legal, tax and/or financial advisors and, is not relying upon any oral representations of the Company or the
Placement Agent.


 


4.8           No
Advertising. Each Purchaser has not received any general solicitation or advertising regarding the offer of the Units.


 



    	10



    	 



    

 


4.9           Certain
Trading Activities. Each Purchaser has not directly or indirectly, nor has any person acting on behalf of or pursuant to any
understanding with such Purchaser, engaged in any transactions in the securities of the Company (including, without limitation,
any short sales involving the Company’s securities) since the time that such Purchaser was first contacted by the Company
or the Placement Agent regarding the investment in the Company contemplated by this Agreement. Each Purchaser covenants that neither
it nor any person acting on its behalf or pursuant to any understanding with it will engage in any transactions in the securities
of the Company (including short sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed.


 


4.10         Placement
Agent Review. Each Purchaser acknowledges that neither Bradley Woods & Co. Ltd., as “Placement Agent,” nor
any of Placement Agent’s representatives, sub-agents, or affiliates, has made a purchase recommendation, research report
or provided a rating, opinion, buy or sell recommendation, or, independently verified the accuracy, completeness, materiality or
otherwise, of any information, representation or warranty contained in this Purchase Agreement, the SEC Reports, or any offering
materials provided, that such placement agent related entities and their principals shall have no liability for any representation
(express or implied) contained in, or for any omissions from, the Purchase Agreement or any offering documents provided or any
other written or oral communications transmitted to the recipient in the course of his or her evaluation of the investment, and
that it is understood that each prospective investor will make an independent investigation and analysis of a potential investment
in the Company with its legal, tax or financial advisors, and will be relying upon same in making any such investment.


 


4.11         Regulation
S; Non-U.S. Person Status. For purposes of compliance with the Regulation S exemption for the offer and sale of the Securities
to non-U.S. Persons, if the Purchaser is not a “U.S. Person,” as such term is defined in Rule 902(k) of Regulation
S,1 the Purchaser represents and warrants they are a person or entity that is outside the United Sates, and further
represents and warrants as follows: 


 





 



 1 Regulation S provides
in part as follows:


 


		1.	“U.S. person” means: (i) any natural person resident in the United States; (ii) any
partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor
or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a foreign
entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account
(other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in
the United States; and (viii) any partnership or corporation if: (A) organized or incorporated under the laws of any foreign jurisdiction;
and (B) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act
of 1933, as amended, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who
are not natural persons, estates or trusts.



 


		2.	The following are not “U.S. persons”: (i) any discretionary account or similar account
(other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary
organized, incorporated, or (if an individual) resident in the United States; (ii) any estate of which any professional fiduciary
acting as executor or administrator is a U.S. person if: (A) an executor or administrator of the estate who is not a U.S. person
has sole or shared investment discretion with respect to the assets of the estate; and (B) the estate is governed by foreign law;
(iii) any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has
sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settler if the trust
is revocable) is a U.S. person; (iv) an employee benefit plan established and administered in accordance with the law of a country
other than the United States and customary practices and documentation of such country; (v) any agency or branch of a U.S. person
located outside the United States if: (A) the agency or branch operates for valid business reasons; and (B) the agency or branch
is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively,
in the jurisdiction where located; and (vi) the International Monetary Fund, the International Bank for Reconstruction and Development,
the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies,
affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.



 



    	11



    	 



    

 


4.11.1 The Purchaser
is not acquiring the Securities for the account or benefit of a U.S. Person.


 


4.11.2 If the Purchaser
is a legal entity, it has not been formed specifically for the purpose of investing in the Company.


 


4.11.3 The Purchaser
hereby represents that he, she or it has satisfied and fully observed the laws of the jurisdiction in which he, she or it is located
or domiciled, in connection with the acquisition of the Securities, including (i) the legal requirements of the Purchaser’s
jurisdiction for the acquisition of the Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (iii)
any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which
may be relevant to the holding, redemption, sale, or transfer of the Securities; and further, the Purchaser agrees to continue
to comply with such laws as long as he, she or it shall hold the Investment Securities.


 


4.11.4 To the knowledge
of the Purchaser, without having made any independent investigation, neither the Company nor any person acting for the Company,
has conducted any “directed selling efforts” in the United States as the term “directed selling efforts”
is defined in Rule 902 of Regulation S, which, in general, means any activity undertaken for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the marketing in the United States for any of the Securities being offered. Such
activity includes, without limitation, the mailing of printed material to investors residing in the United States, the holding
of promotional seminars in the United States, and the placement of advertisements with radio or television stations broadcasting
in the United States or in publications with a general circulation in the United States, which discuss the offering of the Investment
Securities. To the knowledge of the Purchaser, the Securities were not offered to the undersigned through, and the undersigned
is not aware of, any form of general solicitation or general advertising, including without limitation, (i) any advertisement,
article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio,
and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.


 


4.11.5 The Purchaser
will offer, sell or otherwise transfer the Securities, only (A) pursuant to a registration statement that has been declared effective
under the Securities Act, (B) pursuant to offers and sales that occur outside the United States within the meaning of Regulation
S in a transaction meeting the requirements of Rule 904 (or other applicable Rule) under the Securities Act, or (C) pursuant to
another available exemption from the registration requirements of the Securities Act, subject to the Company’s right prior
to any offer, sale or transfer pursuant to clauses (B) or (C) to require the delivery of an opinion of counsel, certificates or
other information reasonably satisfactory to the Company for the purpose of determining the availability of an exemption.


 



    	12



    	 



    

 


4.11.6 The Purchaser
will not engage in hedging transactions involving the Securities unless such transactions are in compliance with the Securities
Act.


 


4.11.7 The Purchaser
represents and warrants that the undersigned is not a citizen of the United States and is not, and has no present intention of
becoming, a resident of the United States (defined as being any natural person physically present within the United States for
at least 183 days in a 12-month consecutive period or any entity who maintained an office in the United States at any time during
a 12-month consecutive period). The Purchaser understands that the Company may rely upon the representations and warranty of this
paragraph as a basis for an exemption from registration of the Securities under the Securities Act of 1933, as amended, and the
provisions of relevant state securities laws.


 


5.          [Omitted].


 


6.          COVENANTS
OF THE COMPANY AND PURCHASER


 


6.1           Use
of Proceeds. The Company intends to employ the net proceeds from the purchase and sale of the Shares for purposes of working
capital, marketing, acquisitions, expansion and to further the operations of the Company only and not for the repayment
of any single existing debt in excess of $100,000.


 


6.2           Registration
Rights. For purposes of this Section 6.2, all references to the Purchaser shall be deemed to mean and include, the Purchaser,
Placement Agent and their respective assigns as holders of Registrable Securities (as defined in Section 6.2.1(b) below).


 


6.2.1         Notice
of Registration. If the Company shall determine to register any of its securities under the Securities Act in connection with
the public offering of such securities, either for its own account or the account of a security holder, other than (A) a registration
relating to employee benefit plans, (B) a registration relating to Rule 145 or similar transaction, and (C) a registration
on any form that does not include substantially the same information as could be required to be included in a registration statement
covering the sale of Registrable Securities, the Company will:


 


(a)          promptly
give to each Purchaser written notice thereof; and


 


(b)          use
commercially reasonable efforts to include in such registration (and any related qualification under blue sky laws or other compliance),
and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within
twenty (20) days after receipt of such written notice from the Company, by any such Purchaser, except as set forth in Section 6.2.2
below. In the event that the Company decides for any reason not to complete the registration of securities other than Registrable
Securities as part of an underwritten public offering it shall specify that such Registrable Securities are to be included in the
underwriting on the same terms and conditions as the securities otherwise being sold through underwriters under such registration.


 


“Registrable Securities”
means the following, unless the Company’s underwriters deem that registration of such shares might materially injure an offering
by the Company, (i) the Shares, (ii) the Warrant Shares and, (ii) any Placement Agent or Sub-Agent Shares and Warrants issued to
the Placement Agent, Sub-Agents or their/its assigns pursuant to the terms of this Agreement or any agreement with the Placement
Agent calling for compensation relating hereto, which have not been registered under the Securities Act pursuant to an effective
registration statement filed thereunder; provided, however, that the Purchasers shall not be required to exercise the Warrants
in order to have the Warrant Shares included in any registration statement filed on the appropriate form with, and declared effective
by, the SEC under the Securities Act and covering the resale by the Purchasers of the Registrable Securities (a “Registration
Statement”).


 



    	13



    	 



    

 


6.2.2        Registration
Process. In connection with the registration of the Registrable Securities pursuant to Section 6.2.1, the Company shall:


 


(a)          Prepare
and file with the SEC the Registration Statement and such amendments (including post effective amendments) to the Registration
Statement and supplements to the prospectus included therein (a “Prospectus”) as the Company may deem necessary
or appropriate and take all lawful action such that the Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, not misleading and that the Prospectus forming part of the Registration Statement, and any amendment
or supplement thereto, does not at any time during the period commencing on the effective date of the Registration Statement and
ending on the date on which all of the Registrable Securities may be sold to the public without registration under the Securities
Act in reliance on Rule 144 (the “Registration Period”) include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading;


 


(b)          Comply
with the provisions of the Securities Act with respect to the Registrable Securities covered by the Registration Statement until
the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods
of disposition by each Purchaser as set forth in the Prospectus forming part of the Registration Statement or (ii) the date on
which the Registration Statement is withdrawn;


 


(c)          Furnish
to each Purchaser and its legal counsel identified to the Company (i) promptly after the same is prepared and publicly distributed,
filed with the SEC, or received by the Company, one copy of the Registration Statement, each Prospectus, and each amendment or
supplement thereto, and (ii) such number of copies of the Prospectus and all amendments and supplements thereto and such other
documents, as the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities;


 


(d)          Register
or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws
of such jurisdictions as the Purchasers reasonably request, (ii) prepare and file in such jurisdictions such amendments (including
post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness
thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions
reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however,
that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file
a general consent to service of process in any such jurisdiction;


 


(e)          As
promptly as practicable after becoming aware of such event, notify each Purchaser of the occurrence of any event, as a result of
which the Prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the
Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each
Purchaser as such Purchaser may reasonably request;


 



    	14



    	 



    

 


(f)          As
promptly as practicable after becoming aware of such event, notify each Purchaser (or, in the event of an underwritten offering,
the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration
Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;


 


(g)          Take
all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable
Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances;


 


(h)          In
the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post effective amendment to
the Registration Statement such information as the underwriters reasonably agree should be included therein and to which the Company
does not reasonably object and make all required filings of such Prospectus supplement or post effective amendment as soon as practicable
after it is notified of the matters to be included or incorporated in such Prospectus supplement or post effective amendment;


 


(i)          In
connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the underwriters;
and


 


(j)          Cooperate
with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be
sold pursuant to the Registration Statement, which certificates shall, if required under the terms of this Agreement, be free of
all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as
any Purchaser may request and maintain a transfer agent for the Common Stock.


 


6.2.3         Obligations
and Acknowledgements of the Purchasers. In connection with the registration of the Registrable Securities, each Purchaser shall
have the following obligations and hereby make the following acknowledgements:


 


(a)          It
shall be a condition precedent to the obligations of the Company to include the Registrable Securities in the Registration Statement
that each Purchaser wishing to participate in the Registration Statement (i) shall furnish to the Company such information regarding
itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as
shall be reasonably required to effect the registration of such Registrable Securities and (ii) shall execute such documents in
connection with such registration as the Company may reasonably request. Prior to the first anticipated filing date of a Registration
Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser (the “Requested
Information”) if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement.
If a Purchaser notifies the Company and provides the Company the information required hereby prior to the time the Registration
Statement is declared effective, the Company will file an amendment to the Registration Statement that includes the Registrable
Securities of such Purchaser provided, however, that the Company shall not be required to file such amendment to the Registration
Statement at any time less than five (5) business days prior to the effective date.


 


(b)          Each
Purchaser agrees to cooperate with the Company in connection with the preparation and filing of a Registration Statement hereunder,
unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such
Registration Statement;


 



    	15



    	 



    

 


(c)          Each
Purchaser agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section
6.2.2(e) or 6.2.2(f), such Purchaser shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities until the Purchaser’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 6.2.2(e) and, if so directed by the Company, the Purchaser shall deliver to the Company (at
the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Purchaser’s
possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice; and


 


(d)          Each
Purchaser acknowledges that it may be deemed to be a statutory underwriter within the meaning of the Securities Act with respect
to the Registrable Securities being registered for resale by it, and if a Purchaser includes Registrable Securities for offer and
sale within a Registration Statement such Purchaser hereby consents to the inclusion in such Registration Statement of a disclosure
to such effect.


 


6.2.4         Expenses
of Registration. All expenses (other than underwriting discounts and commissions and the fees and expenses of a Purchaser’s
counsel) incurred in connection with registrations, filings or qualifications pursuant to this Section 6.2, including, without
limitation, all registration, listing, and qualifications fees, printing and engraving fees, accounting fees, and the fees and
disbursements of counsel for the Company, shall be borne by the Company.


 


6.2.5         Indemnification
and Contribution.


 


(a)          Indemnification
by the Company. The Company shall indemnify and hold harmless each Purchaser and each underwriter, if any, which facilitates
the disposition of Registrable Securities, and each of their respective officers and directors and each Person who controls such
underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the 1934 Act (each such Person being sometimes
hereinafter referred to as an “Indemnified Person”) from and against any losses, claims, damages or liabilities,
joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or an omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein, not misleading, or arise out of or are based upon
an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or an omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and the Company hereby agrees to reimburse such Indemnified Person for
all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim
as and when such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person
in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement
or alleged untrue statement made in, or an omission or alleged omission from, such Registration Statement or Prospectus in reliance
upon and in conformity with written information furnished to the Company by such Indemnified Person expressly for use therein or
(ii) in the case of the occurrence of an event of the type specified in Section 6.2.2(e), the use by the Indemnified Person of
an outdated or defective Prospectus after the Company has provided to such Indemnified Person an updated Prospectus correcting
the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liability.


 



    	16



    	 



    

 


(b)          Indemnification
by the Purchasers and Underwriters. Each Purchaser agrees, as a consequence of the inclusion of any of its Registrable Securities
in a Registration Statement, and each underwriter, if any, which facilitates the disposition of Registrable Securities shall agree,
severally and not jointly, as a consequence of facilitating such disposition of Registrable Securities to (i) indemnify and hold
harmless the Company, its directors (including any person who, with his or her consent, is named in the Registration Statement
as a director nominee of the Company), its officers who sign any Registration Statement and each Person, if any, who controls the
Company within the meaning of either Section 15 of the Securities Act or Section 20 of the 1934 Act, against any losses, claims,
damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in such Registration Statement or Prospectus or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to the Company by the Purchaser or underwriter expressly
for use therein, and (ii) reimburse the Company for any legal or other expenses incurred by the Company in connection with investigating
or defending any such action or claim as such expenses are incurred; provided, however, that such Purchaser shall not be liable
under this Section 6.2.5(b) for any amount in excess of the net proceeds paid to such Purchaser in respect of Registrable Securities
sold by it.


 


(c)          Notice
of Claims, etc. Promptly after receipt by a Person seeking indemnification pursuant to this Section 6.2.5 (an “Indemnified
Party”) of written notice of any investigation, claim, proceeding or other action in respect of which indemnification
is being sought (each, a “Claim”), the Indemnified Party promptly shall notify the Person against whom indemnification
pursuant to this Section 6.2.5 is being sought (the “Indemnifying Party”) of the commencement thereof; but the
omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified
Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by
reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties,
the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim
by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the
defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out of pocket costs and expenses of such separate
legal counsel to the Indemnified Party if (and only if): (i) the Indemnifying Party shall have agreed to pay such fees, costs and
expenses, (ii) the Indemnified Party shall reasonably have concluded that representation of the Indemnified Party by the Indemnifying
Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified
Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal
defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party,
or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within
a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel
in circumstances other than as described in the preceding sentence, the fees, costs and expenses of such legal counsel shall be
borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any
Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party
(together with appropriate local counsel). The Indemnified Party shall not, without the prior written consent of the Indemnifying
Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment
that does not include an unconditional release of the Indemnifying Party from all liabilities with respect to such Claim or judgment
or contain any admission of wrongdoing.


 



    	17



    	 



    

 


(d)          Contribution.
If the indemnification provided for in this Section 6.2.5 is unavailable to or insufficient to hold harmless an Indemnified Party
in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each Indemnifying
Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and
the Indemnified Party in connection with the statements or omissions or alleged statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by such Indemnifying Party or by such Indemnified Party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 6.2.5(d) were determined by pro rata allocation (even if the Purchasers
or any underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in this Section 6.2.5(d). The amount paid or payable by an Indemnified Party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any
such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 


(e)          Limitation
on Purchasers’ and Underwriters’ Obligations. Notwithstanding any other provision of this Section 6.2.5, in no
event shall (i) any Purchaser have any liability under this Section 6.2.5 for any amounts in excess of the dollar amount of the
proceeds actually received by such Purchaser from the sale of Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) pursuant to any Registration Statement under which such Registrable Securities are registered under the Securities
Act and (ii) any underwriter be required to undertake liability to any Person hereunder for any amounts in excess of the aggregate
discount, commission or other compensation payable to such underwriter with respect to the Registrable Securities underwritten
by it and distributed pursuant to the Registration Statement.


 


(f)          Other
Liabilities. The obligations of the Company under this Section 6.2.5 shall be in addition to any liability which the Company
may otherwise have to any Indemnified Person and the obligations of any Indemnified Person under this Section 6.2.5 shall be in
addition to any liability which such Indemnified Person may otherwise have to the Company. The remedies provided in this Section
6.2.5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to an indemnified party at
law or in equity.


 


6.2.6      
 Rule 144. With a view to making available to the Purchasers the benefits of Rule 144, the Company agrees to use
its best efforts to:


 


(a)          comply
with the provisions of paragraph (c)(1) of Rule 144; and


 


(b)          file
with the SEC in a timely manner all reports and other documents required to be filed by the Company pursuant to Section 13 or 15(d)
under the 1934 Act; and, if at any time it is not required to file such reports but in the past had been required to or did file
such reports, it will, upon the request of any Purchasers, make available other information as required by, and so long as necessary
to permit sales of, its Registrable Securities pursuant to Rule 144.


 



    	18



    	 



    

 


6.2.7        Common
Stock Issued Upon Stock Split, etc. The provisions of this Section 6.2 shall apply to any shares of Common Stock or any other
securities issued as a dividend or distribution in respect of the Shares or the Warrant Shares.


 


6.2.8        Termination
of Registration Rights. The registration rights granted in this Section 6.2 shall terminate with respect to a Security upon
the date such Security is first eligible to be resold pursuant to Rule 144 of the Securities Act.


 


6.3           [Omitted.]


 


6.4.          [Omitted.]


 


6.5.          Additional
Share Issuances; Full Ratchet Share Adjustment.


 


6.5.1        Full
Ratchet Adjustment. In the event that at any time commencing the first Closing and continuing for a period of twelve (12) months
following the final Closing or termination of the offering of Units offered in this entire offering, except for Excepted Issuances
(as defined in Section 6.5.3), the Company shall agree to issue or actually issue or grant the right to receive any Common Stock,
preferred securities, or securities convertible, exercisable or exchangeable for shares of Common Stock (or modify any of the foregoing
which may be outstanding) (“Common Stock Equivalent”) to any person or entity at a price per share or conversion
price or exercise price per share (the “Lower Per Share Price”) which shall be less than the per share purchase
price of initially $0.25 insert per share purchase price in this offering, as adjusted for stock splits, dividends and reclassifications,
(the “Per Share Price”) then in effect (“Lower Price Issuance”), then, automatically and
without any obligation of or notice to Purchaser or Finders, the Per Share Price paid herein shall be amended, reduced, restated
and deemed to be equal to such number of additional shares of Common Stock (the “Additional Shares”) as equals
the sum of the Purchase Price paid hereby as set forth on the signature page hereto, divided by the Lower Per Share Price, less
the number Shares previously issued to the Purchaser. Thereafter, and for purposes of calculating future adjustments or issuances
of Additional Shares, the Per Share Price shall be amended and revised to be the Lower Per Share Price. Certificates for Additional
Shares shall be unconditionally delivered by Federal Express to the Placement Agent on behalf of both itself and the Purchasers
within 7 business days of the date of the Lower Price Issuance of Common Stock or Common Stock Equivalents (or, if earlier, date
of commitment to make the Lower Price Issuance of Common Stock or Common Stock Equivalents). The Company acknowledges and agrees
that the Purchasers and the Placement Agent and their assigns may be irreparably harmed and injured (including loss of profits)
if certificates of Additional Shares are not issued promptly in accordance with the provisions hereof and shall compensate, in
addition to enforcement costs, any lost profits or expenses of Purchaser, the Placement Agent, or their rightful assigns in the
event that a court finds in favor of such any of such persons in any action by such persons to enforce their rights. Notwithstanding
the foregoing, and for avoidance of doubt, adjustments and issuance of Additional Shares shall only be issued and granted if and
to the extent that Share holders hold Shares at the time of issuance or commitment for such Common Stock Equivalent transaction.


 


6.5.2        Effective
Price. For purposes of Section 6.5, in connection with any issuance of any Common Stock Equivalents, (i) the maximum
number of Common Stock potentially issuable at any time upon conversion, exercise or exchange of such Common Stock Equivalents
(the “Deemed Number”) shall be deemed to be outstanding or subscribed for and required to be issued upon issuance
of such Common Stock Equivalents, (ii) the deemed issue price (“Effective Price”) applicable to such Common
Stock Equivalents shall equal the minimum dollar value of consideration payable to the Company to purchase such Common Stock Equivalents
and to convert, exercise or exchange them into Common Stock, divided by the Deemed Number, and (iii) no further adjustment shall
be made to the Per Share Price upon the actual issuance of Common Stock upon conversion exercise or exchange of such Common Stock
Equivalents if issued at or higher than the Effective Price. Common Stock issued or issuable by the Company for no consideration
will be deemed to have been issued or to be issuable for $0.001 per share of Common Stock. 


 



    	19



    	 



    

 


 


6.5.3         Excepted
Issuances. For purposes of Section 6.5, “Excepted Issuance”
shall mean in respect to: (i) Common Stock or Common Stock Equivalents issued in connection with this Agreement or otherwise related
to this Agreement for other or subsequent investors in said offering, (ii) the Company’s issuance of Common Stock or Common
Stock Equivalents upon the exercise or conversion of options, warrants or convertible notes or other securities, outstanding on
the date hereof as specifically described in Reports (but not if the amounts and exercise prices of the same are not both already
described in the Reports) or specifically disclosed herein, (iii) grants or issuances to officers, directors or employees or other
service providers in connection with Board approved (including majority of disinterested and independent board members) stock
option, stock, incentive or similar plan granted to officers, directors or employees and other service providers, (iv) up to 1,000,000
shares issued to unaffiliated service providers for bona-fide services not pursuant to any plan, provided that such issuances
are approved by the Board, (v) the issuance of securities as full or partial consideration in connection with a bona fide merger,
asset acquisition, joint venture or reorganization (other than a mere reincorporation transaction) approved by the Board of Directors
of the Company and the majority of disinterested members of the Board, and (vi) issuances of up to 1,000,000 warrants to purchase
Common Stock to executive officers of the Company pursuant to its existing plan to allow such executive officers to receive warrants
to purchase Common Stock in lieu of regularly scheduled cash compensation. For avoidance of doubt, the foregoing Excepted Issuance
exceptions shall only apply during the period in which anti dilution adjustments are made for Lower Price Issuances in accordance
with Section 6.5. Common Stock issued or issuable by the Company for services will be deemed to have been issued or to be issued
for the value booked in the Company’s public financial statements, or as booked on the recipients 1099 or other tax reporting
by the Company in connection with such issuance, whichever is higher.


 


6.6           Filing
of Reports. The Company will use best efforts to file on a timely basis, any and all reports or amendments thereto, as it
is required to file in order to remain fully current with all of its reporting obligations under the Exchange Act so as to enable
sales without resale limitations 6 months from the date of first Closing, pursuant to Rule 144, as amended (“Rule 144
Sales”). It is expressly agreed and acknowledged that the Company’s obligation pursuant to this Section 6.4 shall
extend only until the period ending 12 months from the date of final Closing, after which time such obligation shall terminate
automatically. The Company acknowledges and understands that its failure to make such filings on a timely basis could cause irreparable
injury to Purchasers and Placement Agent, both with respect to the Shares and Warrant Shares owned by them and that the Company
may be subject to liability therefore, including, without limitation, actual lost profits as the result of any failure to file
the required reports on a timely basis. Accordingly, if during the period commencing 6 months from the date of the first Closing
and ending 12 months from the date of final Closing, the Company fails to maintain a current filing status with the SEC to allow
Rule 144 Sales, a holder of a Unit shall be entitled to liquidated damages of 1% per calendar month capped at the dollar amount
such holder invested; provided, however, that an affiliate of the Company shall not be entitled to such liquidated damages.
For avoidance of doubt, all references herein to filings to be made on a “timely basis” shall include and mean, any
extension periods permissible under Rule 12b-25 of the Exchange Act, provided that the Company has complied with such rule, but
not beyond said extension date. 


 



    	20



    	 



    

 


7.         
 CONDITIONS


 


7.1          Conditions
Precedent to the Obligation of the Company to Close and to Sell the Shares. The obligation hereunder of the Company to close
and issue and sell the Shares to the Purchasers at a Closing is subject to the satisfaction or waiver, at or before such Closing
of the conditions set forth below. These conditions are for the Company’s and Placement Agent’s sole benefit and may
be waived by the Company and Placement Agent at any time in their sole discretion.


 


7.1.1         Accuracy
of the Purchasers’ Representations and Warranties. The representations and warranties of each Purchaser (including, for
avoidance of doubt, those relating to the Questionnaire) shall be true and correct in all material respects as of the date when
made and as of such Closing as though made at that time, except for representations and warranties that are expressly made as of
a particular date, which shall be true and correct in all material respects as of such date.


 


7.1.2         Performance
by the Purchasers. Each Purchaser shall have performed, satisfied, and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchasers at or prior
to such Closing.


 


7.1.3         No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.


 


7.1.4         Delivery
of Purchase Price. The Purchase Price for the Shares shall be available in cleared funds and authorized by the Company and
Placement Agent, in their sole and absolute discretion, for distribution on such Closing in accordance with the terms hereof.


 


7.1.5         Delivery
of Transaction Documents. The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.


 


7.2           Conditions
Precedent to the Obligation of the Purchasers to Close and to Purchase the Shares. The obligation hereunder of the Purchasers
to purchase the Shares and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver,
at or before such Closing, of each of the conditions set forth below. These conditions are for the Purchasers’ sole benefit
and may be waived by the Purchasers and Placement Agent at any time in their sole discretion.


 


7.2.1         Accuracy
of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement
and the other Transaction Documents shall be true and correct in all material respects as of such Closing, except for representations
and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.


 


7.2.2         Performance
by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such Closing.


 


7.2.3         No
Suspension, Etc. Trading in the Common Stock of the Company shall not have been suspended by the SEC or the OTC Bulletin Board
(except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior
to the Closing)..


 



    	21



    	 



    

 


7.2.4         No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.


 


7.2.5         No
Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any governmental authority shall have been
commenced, and no investigation by any governmental authority shall have been initiated, against the Company, or any of the officers,
directors or affiliates of the Company seeking to restrain, prevent or change the transactions contemplated by this Agreement,
or seeking damages in connection with such transactions.


 


7.2.6         Shares
and Warrants. At the Closing, the Company shall have delivered to the Purchasers the Warrants and the Shares and shall have
delivered to the Placement Agent the Placement Agent’s Warrants and Placement Agent’s Shares along with all appropriate
board resolutions or other necessary documentation in order to issue the Shares in such denominations as each Purchaser may request.
The Company shall also deliver this Agreement, duly executed by the Company.


 


7.2.7         Secretary’s
Certificate. The Company shall deliver to the Placement Agent, a secretary’s certificate, dated as of the each Closing
Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the Company’s
Articles of Incorporation, (iii) the Bylaws, each as in effect at such Closing, and (iv) the authority and incumbency of the officers
of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.


 


7.2.8         Officer’s
Certificate. On the first Closing Date, the Company shall have delivered to the Placement Agent a certificate signed by an
executive officer on behalf of the Company, dated as of such first Closing Date, confirming the accuracy of the Company’s
representations, warranties, and covenants as of such first Closing Date and confirming the compliance by the Company with the
conditions precedent set forth in paragraph 7.2.9 as of such Closing.


 


7.2.9           Material
Adverse Effect. No Material Adverse Effect shall have occurred at or before such Closing Date.


 


7.2.10         Opinion
of Counsel. Counsel for the Company shall have delivered to the Placement Agent, an opinion, in reasonably satisfactory form,
to the effect of the due/valid issuance of all Securities, due authority, validity, binding effect of all related agreements and
the Warrants and, no defaults or conflicts caused by this Agreement and related transactions. Notwithstanding that New York law
governs this Agreement, such opinion may be given under Georgia law on the assumption that the laws of the states of New York and
Georgia are identical.


 


7.2.11         Lock
Up Agreement. All executive officers and directors of the Company inclusive of their affiliated entities that may beneficially
own shares of the Company, shall execute a lock up agreement and agree to notify and file such agreement with the Company’s
transfer agent to effectively impose a stop sale notice with respect to their shares of the Company, to the effect that such persons
may not sell, assign, transfer, pledge or hypothecate any shares held or acquired by them, from commencement of the offering and
continuing for a period of 365 days following the final closing of the offering and, thereafter, sales may only be made by such
persons in accordance with the resale limitations set forth for them, as applicable, under Rule 144 of the Securities Act.


 



    	22



    	 



    

 


8.           PLACEMENT
AGENT/LEGAL FEES.


 


8.1           Placement
Agent’s Commissions; Sub-Agent’s Commissions. The Company acknowledges that it has retained Bradley Woods &
Co. Ltd. to act as its managing Placement Agent (“Placement Agent”) and that Placement Agent may engage additional
sub-agents that are FINRA member firms (“Sub-Agents”), to assist with the Company’s private placement.
The Company shall pay to the Placement Agent (and/or their respective agents): (a) a fee in cash equal to a maximum of 8% of the
gross cash proceeds to the Company resulting from the sale of certain of the Units in this Offering; and (b) a fee equal to a maximum
of such number of shares and warrants as equals 7% of the shares of Common Stock (“Placement Agent Shares”)
and 8% of the number of Warrants (“Placement Agent Warrants”) comprising the Units sold in the offering, which
securities shall have the same terms and conditions as provided to the Purchasers (collectively, the “Placement Agent
Fees”) and (c) a fee in cash of 1% of the gross offering by the Company and all other FINRA firms introduced in the offering,
as a non-accountable expense allowance, but no higher than $5,000.


 


8.2           Legal
Fees. The Company shall pay all legal fees of the Placement Agent in connection with this Agreement of $5,000 (of which $2,500
shall have been paid upon finalizing of the initial term sheet prior to commencement of the offering, and the balance, but not
exceeding $5,000 in the aggregate, paid at the first closing) plus, if any, blue sky legal costs, printing, and filing fees. In
addition, the Company shall reimburse Placement Agent’s hourly expenses for any subsequent closings after the first Closing,
or for any material modifications of the Transaction Documents made at any time so long as previously agreed to in writing by the
Company and the Placement Agent.


 


9.           MISCELLANEOUS.


 


9.1           Indemnification.
Each Purchaser agrees to defend, indemnify and hold the Company harmless against any liability, costs or expenses arising as a
result of any dissemination of any of the Securities by such Purchaser in violation of the Securities Act or applicable state securities
law.


 


9.2           Governing
Law. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of New York. Each of the parties hereto and their assigns hereby consents to the exclusive jurisdiction and
venue of the Courts of the State of New York, located in the City and County of New York and the United States District Court,
Southern District, for the State of New York with respect to any matter relating to this Agreement and performance of the parties’
obligations hereunder, the documents and instruments executed and delivered concurrently herewith or pursuant hereto and performance
of the parties’ obligations thereunder and each of the parties hereto hereby consents to the personal jurisdiction of such
courts and shall subject itself to such personal jurisdiction. Any action, suit or proceeding relating to such matters shall be
commenced, pursued, defended and resolved only in such courts and any appropriate appellate court having jurisdiction to hear an
appeal from any judgment entered in such courts. The parties irrevocably waive the defense of an inconvenient forum to the maintenance
of such suit or proceeding. Service of process in any action, suit or proceeding relating to such matters may be made and served
within or outside the State of New York by registered or certified mail to the parties and their representatives at their respective
addresses specified in Section 9.7, provided that a reasonable time, not less than thirty (30) days, is allowed for response. Service
of process may also be made in such other manner as may be permissible under the applicable court rules. THE PARTIES HERETO WAIVE
TRIAL BY JURY.


 


9.3           Successors
and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.


 



    	23



    	 



    

 


9.4           Entire
Agreement. This Agreement and the Exhibits hereto and thereto, and the other documents delivered pursuant hereto and thereto,
constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and no party shall
be liable or bound to any other party in any manner by any representations, warranties, covenants, or agreements except as specifically
set forth herein or therein. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the
parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason
of this Agreement, except as expressly provided herein.


 


9.5           Severability.
In case any provision of this Agreement shall be invalid, illegal, or unenforceable, it shall to the extent practicable, be modified
so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the parties, and the validity,
legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


9.6           Amendment
and Waiver. Except as otherwise provided herein, any term of this Agreement may be amended, and the observance of any term
of this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either
for a specified period of time or indefinitely), with the written consent of the Company and a majority of the Purchasers, or,
to the extent such amendment affects only one Purchaser, by the Company and such Purchaser. Any amendment or waiver effected in
accordance with this Section shall be binding upon each future holder of any security purchased under this Agreement (including
securities into which such securities have been converted) and the Company.


 


9.7           Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be effective when delivered
personally, or sent by telex or telecopier (with receipt confirmed), provided that a copy is mailed by registered mail, return
receipt requested, or when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service
(receipt requested) in each case to the appropriate address set forth below:


 


	If to the Company:	Vystar Corporation
	 	3235 Satellite Blvd
	 	Building 400
	 	Suite 490
	 	Facsimile:  (770) 965-0162
	 	Attn:  William Doyle, Chairman & CEO
	 	 
	With a copy to:	Greenberg Traurig, LLP
	 	Suite 2500
	 	3333 Piedmont Rd.
	 	Atlanta, GA  30305
	 	Facsimile: 678-553-2431
	 	Email: baxterg@gtlaw.com
	 	Attn:  Gerald L. Baxter, Esq.
	 	 
	If to the Purchaser:	At the address set forth on the Purchaser’s Signature Page
	 	 
	With a copy to:	Bradley Woods & Co. Ltd. 
	 	805 Third Ave., 18th Fl.
	 	New York, NY 10022
	 	Facsimile:  (212) 758-4967
	 	Attention:  Dan Ripp


 



    	24



    	 



    

 


	With a copy to:	Levy International Law, LLC
	 	590 Madison Avenue, Suite 2100
	 	New York, New York 10022
	 	Facsimile:  (646) 219-1574
	 	Attention:  Ron Levy, Esq.


 


9.8           Faxes,
Electronic Mail and Counterparts. This Agreement may be executed in one or more counterparts. Delivery of an executed counterpart
of the Agreement or any exhibit attached hereto by facsimile transmission or electronic mail (any such delivery, an “Electronic
Delivery”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered
to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of
any party hereto, each other party hereto shall re-execute original forms hereof and deliver them in person to all other parties.
No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or
instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract,
and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.


 


9.9           Consent
of Purchasers. Each Purchaser hereby irrevocably consents to the appointment of Bradley Woods & Co. Ltd. and/or its affiliates
as their representative (the “Representative”) for the purposes of appointing a director designee. As used in
the Agreement, “consent of the Purchasers” or similar language means the consent of the Representative. The appointment
of the Representative is coupled with an interest and all authority hereby conferred shall be irrevocable and shall not be terminated
by any or all of the Purchasers without the consent of the Company, which consent may be withheld for any reason, and the Representative
is hereby authorized and directed to perform and consummate on behalf of the Purchasers. The Purchasers hereby hold harmless Bradley
Woods & Co. Ltd. from any and all liabilities or claims or losses other than intentional malfeasance.


 


9.10         Titles
and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.


 


9.11         Further
Assurances. At any time and from time to time after the Closing, upon reasonable request of the other, each party shall do,
execute, acknowledge and deliver such further acts, assignments, transfers, conveyances and assurances as may be reasonably required
for the more complete consummation of the transactions contemplated herein.


 


9.12         Legal
Fees. In the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement,
the parties hereto agree that the prevailing party or parties shall be entitled to recover from the other party or parties upon
final judgment on the merits reasonable attorneys’ fees, including attorneys’ fees for any appeal, and costs incurred
in bringing such suit or proceeding.


 


APPLICABLE ONLY IN THE EVENT ANY UNITS
ARE SOLD TO FLORIDA RESIDENTS - FLORIDA LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE MADE
IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO
THE COMPANY, AN AGENT OF THE COMPANY OR AN AUTHORIZED ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE
IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. THIS SALE IS BEING MADE IN FLORIDA. PAYMENTS FOR TERMINATED SUBSCRIPTIONS
VOIDED BY PURCHASERS AS PROVIDED FOR IN THIS PARAGRAPH WILL BE PROMPTLY REFUNDED WITHOUT INTEREST. NOTICE SHOULD BE GIVEN TO THE
COMPANY AT THE ADDRESS SPECIFIED HEREIN.


 



    	25



    	 



    

 


[Counterpart Signature Page To Securities
Purchase Agreement of


Vystar Corporation]


 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date set forth on the Purchase Signature Page hereto. 


 


	 	PURCHASER
	 	 
	 	(By Counterpart Form - See Purchaser Signature
	 	Pages following the Questionnaire)
	 	 
	 	COMPANY
	 	 
	 	VYSTAR CORPORATION
	 	 
	 	 
	 	(By Execution of Acceptance Page following Certificate of Signatory)


 



    	26



    	 



    

 


PURCHASER SIGNATURE PAGES


 


The undersigned Purchaser
has read the Securities Purchase Agreement of Vystar Corporation, a Georgia corporation dated as of May __, 2012, and acknowledges
that the completion of this Questionnaire and the execution of the Purchaser Signature Page that follows shall constitute the
undersigned’s execution of such Agreement. This Questionnaire is and shall remain part of the Agreement. All capitalized
terms used herein shall be as defined in such Agreement 


 


I hereby subscribe
for ____ Unit(s), at a Purchase Price of $25,000 per Unit, each Unit comprised of 100,000 Shares of Common Stock of the Company,
Warrants to purchase 100,000 shares of Common Stock at an exercise price of $0.35 per share, for an aggregate Purchase Price
of $__________________.  


 


I am a resident of the State(s) or
Country of __________________ and ___________________.


 


 


 






Please print
above the exact name(s) in which the Shares and Warrants are to be held 


 


	My address is:	 
	 	 
	 	 
	 	 
	 	 
	 	 
	My phone number is:	 


 


[Continued]


 



    	SP-1



    	 



    

 


ACCREDITED INVESTOR
QUESTIONNAIRE


Vystar Corporation
Offering of Units


 


I acknowledge that
the offering of the Units is subject to the Federal securities laws of the United States and state securities laws of those states
in which the Units are offered, and that, pursuant to the U.S. Federal securities laws and state securities laws, the Units may
be purchased by persons who come within the definition of an “Accredited Investor” as that term is defined in
Rule 501(a) of Regulation D promulgated under the Securities Act (“Regulation D”).


 


By initialing one of
the categories below, I represent and warrant that I come within the category so initialed and have truthfully set forth the factual
basis or reason I come within that category. All information in response to this paragraph will be kept strictly confidential.
I agree to furnish any additional information that the Company deems necessary in order to verify the answers set forth below.


 


NOTE: You must initial
at least ONE category.


 


Individual Purchaser:



(A Purchaser who is
an individual may initial either Category I, II, or III)


 


	Category I	______	I am a director or executive officer of the Company.
	 	 	 
	Category II	______ 	I am an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with my spouse, presently exceeds $1,000,000.*
	 	 	 
	 	 	Explanation. In calculation of net worth, you may include equity in personal property and real estate other than your principal residence, including cash, short term investments, stocks and securities. Equity in personal property and real estate should be based on the fair market value of such property less debt secured by such property.
	 	 	 
	Category III	______ 	I am an individual (not a partnership, corporation, etc.) who had an individual income in excess of $200,000 in 2010 and 2011, or joint income with my spouse in excess of $300,000 in 2010 and 2011, and I have a reasonable expectation of reaching the same income level in 2012.**


 ____________________


* For purposes of this Accredited
Investor Questionnaire, “net worth” means the excess of total assets at fair market value, including cash,
stock, securities, personal property and real estate (other than your primary residence), over total liabilities (other than a
mortgage or other debt secured by your primary residence). In the event that the amount of any mortgage or other indebtedness
secured by your primary residence exceeds the fair market value of the residence, that excess liability should also be deducted
from your net worth. Any mortgage or indebtedness secured by your primary residence incurred within 60 days before the time of
the sale of the securities offered hereunder, other than as a result of the acquisition of the primary residence, shall also be
deducted from your net worth. 


 



    	SP-2



    	 



    

  


** For purposes of this Accredited
Investor Questionnaire, individual income means adjusted gross income, as reported for federal income tax purposes, less any income
attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable
to a spouse or to property owned by a spouse): (i) the amount of any tax-exempt interest income under Section 103 of the Internal
Revenue Code of 1986, as amended (the “Code”), received; (ii) the amount of losses claimed as a limited partner
in a limited partnership as reported on Schedule E of Form 1040; (iii) any deduction claimed for depletion under Section 611 et
seq. of the Code; (iv) amounts contributed to an Individual Retirement Account (as defined in the Code) or Keogh retirement plan;
(v) alimony paid;(vi) any elective contributions to a cash or deferred arrangement under Section 401(k) of the Code; and (vii)
for applicable taxable years, any amount by which income from long-term capital gains has been reduced in arriving at adjusted
gross income pursuant to the provisions of Section 1202 of the Code.


 


Entity Purchasers:


(A Purchaser which
is a corporation, limited liability company, partnership, trust, or other entity may initial either Category IV, V, VI,
VII or VIII)


 


	Category IV	______ 	The Purchaser is an entity in which all of the equity owners are “Accredited Investors” as defined in Rule 501(a) of Regulation D. If relying upon this category alone, each equity owner must complete a separate copy of this Agreement.
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(describe entity)
	 	 	 
	Category V	______ 	The Purchaser is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units offered, whose purchase is directed by a “Sophisticated Person” as described in Rule 506(b)(2)(ii) of Regulation D.
	 	 	 
	Category VI	______ 	The Purchaser is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Units, with total assets in excess of $5,000,000. 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(describe entity)
	 	 	 
	Category VII	______ 	The Purchaser is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(describe entity)


 



    	SP-3



    	 



    

 


	Category VIII 	______ 	Any bank as defined in section 3(a)(2) of the Securities Act of 1933, as amended (“Act”), or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(describe entity)


 


Executed this _____
day of _________, 2012 at ____________________, ________________.


 


[Continued]


  



    	SP-4



    	 



    
  


REGULATION S CERTIFICATION


(For Non “U.S. Person” Individual
or Entity Purchasers Only)


 


This Regulation S Certification
(“Certification”) is being delivered in connection with the Securities Purchase Agreement dated May __, 2012
(the “Agreement”), by and between Vystar Corporation, a Georgia corporation (the “Company”),
and each of the purchasers who execute the Purchaser Signature Page thereto (the “Purchaser”), and may be relied
upon by the Company, its transfer agent and its counsel in connection with the transactions contemplated by the Agreement and the
issuance of Units contemplated by the Agreement. The undersigned Purchaser, being a party to the Agreement hereby certifies that
the following statements are true, correct, and complete as of the date of this Certification. Capitalized terms used and not defined
herein shall have the meanings assigned to them in the Agreement.


 


1.          Purchaser
is familiar with Regulation S (“Regulation S”) promulgated by the U.S. Securities and Exchange Commission (the
“SEC”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”).


 


2.          Purchaser
is a not a “U.S. Person,” as defined in Regulation S and as set forth in the Agreement.


 


3.          Purchaser
and each Unit Holder (as defined below) understand and acknowledge that (A) the Securities have not been registered under the Securities
Act, are being sold in reliance upon an exemption from registration afforded by Regulation S; and that such Securities have not
been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation S, the Securities
may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation S and/or pursuant to
registration under the Securities Act, or pursuant to another available exemption thereunder; (C) the Company is under no obligation
to register the Securities under the Securities Act or any state securities law, or to take any action to make any exemption from
any such registration provisions available; and (D) the Company will refuse to register any transfer of Securities not made in
accordance with the provisions of Regulation S, and/or pursuant to registration under the Securities Act of pursuant to another
available exemption thereunder.


 


4.          Purchaser
has requested that certificates representing the Securities be issued in the name of certain clients or customers of Purchaser
who have provided funds for the acquisition of the Securities (such persons and entities referred to as “Unit Holders”).
No Unit Holder is a “U.S. Person” as defined in Regulation S. Neither Purchaser nor any Unit Holder is acquiring the
Securities for the account of any U.S. Person.


 


5.          Neither
Purchaser nor any Unit Holder was formed specifically for the purpose of acquiring the Securities pursuant to the Agreement.


 


6.          The
offer leading to the issuance of the Securities, to any transfer of Securities to the Unit Holders, and to the issuance of certificates
to the Unit Holders, was made in an “offshore transaction” as defined in Regulation S. For purposes of Regulation S,
Purchaser understands that an “offshore transaction” as defined under Regulation S is any offer or sale not made to
a person in the United States and either (A) at the time the buy order is originated, the purchaser is outside the United States,
or the seller or any person acting on his/her behalf reasonably believes that the purchaser is outside the United States; or (B)
for purposes of (1) Rule 903 of Regulation S, the transaction is executed in, or on or through a physical trading floor of an established
foreign exchange that is located outside the United States or (2) Rule 904 of Regulation S, the transaction is executed in, on
or through the facilities of a designated offshore securities market, and neither the seller nor any person acting on its behalf
knows that the transaction has been prearranged with a buyer in the U.S.


 



    	SP-5



    	 



    

 


7.          Neither
Purchaser, nor any affiliate or any person or entity acting on Purchaser’s behalf, nor any Unit Holder, has made or is aware
of any “directed selling efforts” in the United States, which is defined in Regulation S to be any activity undertaken
for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for
any of the Securities.


 


8.          Purchaser
understands that the Company is the issuer of the Securities which are the subject of the Agreement, and that, for purpose of Regulation
S, a “distributor” is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement,
in the distribution of securities offered or sold in reliance on Regulation S and that an “affiliate” is any partner,
officer, director or any person directly or indirectly controlling, controlled by or under common control with any person in question.
Purchaser agrees that Purchaser will not, during the Restricted Period set forth under Rule 903(b)(iii)(A), act as a distributor,
either directly or through any affiliate, nor shall he/she sell, transfer, hypothecate or otherwise convey the Securities other
than to a non-U.S. Person.


 


Resale Restrictions


 


9.          Purchaser
is purchasing the Units for its own account and risk and not for the account or benefit of a U.S. Person (as defined in Regulation
S). Purchaser understands, acknowledges and agrees that he/she must bear the economic risk of an investment in the Securities for
an indefinite period of time and that prior to any such offer or sale, the Company may require, as a condition to effecting a transfer
of the Securities, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities
Act and any state securities acts, if applicable.


 


10.         Purchaser
will, during and after the expiration of the distribution compliance period, as set forth under Regulation S Rule 903(b)(3)(iii)(A),
offer, sell, pledge or otherwise transfer the Securities only in accordance with Regulation S, or pursuant to an available exemption
under the Securities Act. The issuance of the Securities pursuant to the Agreement has neither been pre-arranged with a purchaser
who is in the U.S. or who is a U.S. Person, nor is it part of a plan or scheme to evade the registration provisions of the United
States federal securities laws. During such distribution compliance period, Purchaser will not engage in hedging transactions with
regard to the common stock of the Company, unless in compliance with the Securities Act.


 


Legends


 


11.         Purchaser
acknowledges, on behalf of Purchaser and the Unit Holders, that substantially the following legend may appear on any certificates
that may be issued in respect of the Securities:


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN “OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED
BY THE SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH REGULATION
S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE
CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.


 



    	SP-6



    	 



    

 


IN WITNESS WHEREOF, the undersigned has
executed this Regulation S Certification as of the date set forth below. 


 


PURCHASER: 


 


	NAME:	 	 
	 	 	 
	By:	 	 
	 	 	 
	Title:	 	 
	 	 	 
	DATED:	 	 


 


[Signature Page to Regulation S Certification]


 


[Signature Pages Continue]


 



    	SP-7



    	 



    

 


PURCHASER SIGNATURE PAGE


(For Individual Purchasers)


 


This Securities Purchase
Agreement of Vystar Corporation (including the Questionnaire) is hereby executed and entered into by the below Purchaser.


 


	 	 
	No. of Units: __________(@$25,000 per Unit)	                                                                       
	 	Signature (Individual)
	No. of Shares/Warrants: _______________	 
	 	                                                                       
	Purchase Price $_____________	Name (Print)
	 	 
	 	                                                                       
	 	Street address
	 	 
	 	                                                                       
	 	City, State, Zip Code & Country
	 	 
	 	                                                                       
	 	Tax Identification or Social Security Number
	 	 
	 	(            )                                                         
	 	Telephone Number
	 	 
	 	(            )                                                         
	 	Facsimile Number
	 	 
	 	Address to Which Correspondence Should Be Directed (if different from above)
	 	 
	 	____________________________________
	 	c/o Name
	 	____________________________________
	 	Street Address
	 	    
	 	____________________________________
	 	City, State, Zip Code & Country
	 	 
	 	(______)____________________________
	 	Telephone Number
	 	 
	 	(______)____________________________
	 	Facsimile Number


 



    	SP-8



    	 



    

 


PURCHASER SIGNATURE PAGE


(for Corporation, Partnership, Trust
or Other Entities)


 


This Securities Purchase
Agreement of Vystar Corporation (including the Questionnaire) is hereby executed and entered into by the below Purchaser:


 


	 	____________________________________
	No. of Units: __________(@$25,000 per Unit)	Name of Entity
	 	 
	No. of Shares/Warrants: _______________	                                                                       ____
	 	Type of Entity (i.e., corporation, partnership, etc.)
	Purchase Price $_____________	 
	 	 
	 	                                                                       __
	 	Tax Identification or Social Security Number
	 	 
	 	                                                                       
	 	State of Formation of Entity
	 	 
	 	                                                                       
	 	Name of Signatory Typed or Printed
	 	 
	 	Its: _________________________________
	 	            Title
	 	 
	 	Address to Which Correspondence Should Be Directed (if different from above)
	 	 
	 	____________________________________
	 	c/o Name
	 	____________________________________
	 	Street Address
	 	    
	 	____________________________________
	 	City, State,  Zip Code & Country
	 	 
	 	(______)____________________________
	 	Telephone Number
	 	 
	 	(______)____________________________
	 	Facsimile Number


 


*If Units are being subscribed for by
an entity, the Certificate of Signatory that follows must also be completed.


 



    	SP-9



    	 



    

 


CERTIFICATE OF SIGNATORY


 


(To be completed if Units are being
subscribed for by an entity)


 


 


I,__________________________________,
am the ___________________________ of


 


_________________________________________________________________(the “Entity”).


 


I certify that I am
empowered and duly authorized by the Entity to execute and carry out the terms of the Securities Purchase Agreement and to purchase
and hold the Shares and Warrants that comprise the Units. The Securities Purchase Agreement has been duly and validly executed
on behalf of the Entity and constitutes a legal and binding obligation of the Entity.


 


IN WITNESS WHEREOF,
I have hereto set my hand this ______ day of _________, 2012.


  


	 	 
	 	Signature


 



    	SP-10



    	 



    

 


ACCEPTANCE PAGE TO SECURITIES PURCHASE
AGREEMENT OF


VYSTAR CORPORATION


 


The foregoing subscriptions
for ________ Units (with 100,000 Shares and Warrants per Unit), for an aggregate purchase price of $___________
at a Purchase Price of $25,000 per Unit, in accordance with the foregoing Securities Purchase Agreement, AGREED AND ACCEPTED;
provided, however, that the Company may accept additional subscriptions from time to time without consent of Purchasers
until the maximum offering amount (plus the over-allotment option, if any) are accepted and Closed upon, in accordance with this
Agreement:


 


	VYSTAR CORPORATION	 
	 	 
	By:	 	 
	Name: 	 
	Title: Chief Executive Officer	 


 


Date: ___________________


 



    	SP-11



    	 



    

 


 


COMPANY DISCLOSURE SCHEDULE


 


Capitalized terms not
otherwise defined in this Company Disclosure Schedule shall have the same meaning as in the Agreement.


 


The disclosure of any
matter in this Company Disclosure Schedule should not be construed as indicating that such matter is necessarily required to be
disclosed in order for any representation or warranty in the Agreement to be true and correct in all material respects. Any description
of any document included in this Company Disclosure Schedule is qualified in all respects by reference to such document.


 



    	Schedules



    	 



    

 


SCHEDULE 3.2


 


OUTSTANDING NOTES, CONVERTIBLE DEBT,
DERIVATIVES, AND NOTES OF THE COMPANY 


 


 



    	 



    	 



    

 


SCHEDULE 3.2 (CONT’D)


 


OUTSTANDING NOTES, CONVERTIBLE DEBT,
DERIVATIVES, AND NOTES OF THE COMPANY 


 



    	 



    	 



    

 


SCHEDULE 3.6


 


MATERIAL ADVERSE CHANGE


 


None.


 



    	 



    	 



    

 


SCHEDULE 3.11


 


INTELLECTUAL PROPERTY


 


None.


 



    	 



    	 



    

 


SCHEDULE 3.13


 


LITIGATION


 


None.


 



    	 



    	 



    

 


EXHIBIT A


 


Form of Common Stock Purchase Warrant