Exhibit
10.2


  


Note
Purchase Agreement


 


BY
AND AMONG


 


Orbsat
Corp


 


and


 


The
Lenders Named Herein


 




    	 



     


    

 


Note
Purchase Agreement


 


Dated
as of_______ , 2021


 


This
Note Purchase Agreement (together with the Exhibits attached hereto, this “Agreement”), dated as of the date first
set forth above (the “Effective Date”), is entered into by and among Orbsat Corp, a Nevada corporation (the “Company”),
and the lenders listed on the Schedule of Lenders attached hereto or hereafter added as a party hereto pursuant to the provisions
of Section 2.2 (each, a “Lender,” and collectively, the “Lenders”). The Company and each Lender may be
referred to herein individually as a “Party” and collectively as the “Parties.”


 


WHEREAS,
the Company is in need of operating capital; and


  





WHEREAS,
the Board of Directors of the Company (the “Board”) has authorized the issuance of convertible promissory notes in
the aggregate principal amount of up to $1,000,000 in this offering (the “Offering”), and the Lenders wish to purchase
a portion of such notes on the terms and conditions provided for herein;

  


NOW,
THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein,
and intending to be legally bound hereby, the Parties agree as follows:


 


ARTICLE
I


DEFINED
TERMS


 


Section
1.1 Definitions. The following terms, as used herein, have the following meanings:


 


(a)
“Action” means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or
assessment for taxes or otherwise.


 


(b)
“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by,
or under common Control with such Person.


 


(c)
“Business Day” means any day that is not a Saturday, Sunday or other day on which banking institutions in Nevada are
authorized or required by law or executive order to close.


 


(d)
“Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.
“Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without
limiting the foregoing a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the
“10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person
to cast 10% or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii)
entitled to be allocated or receive 10% or more of the profits, losses, or distributions of the Controlled Person; (b) an officer,
director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management
authority that is not a 10% Owner ) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle,
niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust
for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.


 




    	 



     


    

 


(e)
“GAAP” means United States generally accepted accounting principles as in effect from time to time, consistently applied.


 


(f)
“Governmental Authority” means any federal, state, provincial, local or foreign government or political subdivision
thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other
non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of
such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.


 


(g)
“Law” means any domestic or foreign, federal, state, provincial, municipality or local law, statute, ordinance, code,
rule, or regulation.


 


(h)
“Majority Lenders” means Lenders holding Notes representing at least a majority of the then-outstanding principal
amount under the Notes.


 


(i)
“Ordinary Course of Business” means an action which is taken in the ordinary course of the normal day-to-day operations
of the Person taking such action consistent with the past practices of such Person, is not required to be authorized by the board
of directors or other governing body of such Person (or by any Person or group of Persons exercising similar authority) and is
similar in nature and magnitude to actions customarily taken, without any authorization by the board of directors or other governing
body (or by any Person or group of Persons exercising similar authority), in the ordinary course of the normal day-to-day operations
of other Persons that are in the same line of business as such Person.


 


(j)
“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited
liability partnership), limited liability company, association, trust or other entity or organization, including a Governmental
Authority, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.


 


(k)
“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial
advisors, counsel, accountants and other agents of such Person.


 


(l)
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(m)
“Transaction Documents” means, collectively, this Agreement; the Notes and all other documents, instruments or agreements
entered in connection herewith or therewith, each as amended or otherwise modified from time to time, and all modifications, renewals,
replacements, extensions and rearrangements thereof and substitutions and replacements therefor.


 


Section
1.2 Interpretive Provisions. Unless the express context otherwise requires:


 


(a)
the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this
Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;


 




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(b)
terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa;


 


(c)
the terms “Dollars” and “$” mean United States Dollars;


 


(d)
references herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals
or Exhibits of this Agreement;


 


(e)
wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall
be deemed to be followed by the words “without limitation”;


 


(f)
references herein to any gender shall include each other gender;


 


(g)
references herein to any Person shall include such Person’s heirs, executors, personal Representatives, administrators,
successors and assigns; provided, however, that nothing contained in this Section 1.2(g) is intended toto authorize any assignment
or transfer not otherwise permitted by this Agreement;


 


(h)
references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;


 


(i)
references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented
or modified from time to time in accordance with the terms thereof;


 


(j)
with respect to the determination of any period of time, the word “from” means “from and including” and
the words “to” and “until” each means “to but excluding”;


 


(k)
references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or
superseded in whole or in part, and in effect from time to time; and


 


(l)
references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.


 


ARTICLE
II


SALE
OF NOTES AND WARRANTS


 


Section
2.1 Authorization of Offering. The Company has authorized in this Offering the issuance and sale of an aggregate principal
amount of $1,000,000 of its convertible promissory notes, which shall be substantially in the form of Exhibit A attached hereto
(the “Notes,” with such term to include any such notes issued in substitution therefor).


 


Section
2.2 Purchase and Sale. Subject to the terms and the conditions of this Agreement, at the Closings provided for in Section
3.1, the Company will issue and sell to each Lender, and each Lender severally and not jointly will purchase from the Company,
the Notes in the principal amounts specified on such Lender’s signature page hereof. Such signature page shall set forth
the series of the Notes being acquired and the aggregate principal amount thereof.


 




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ARTICLE
III


CLOSING;
DELIVERIES; CONDITIONS


 


Section
3.1 Closings. The closing of the issuance, sale and purchase of the Notes to the Lenders may be in one or more closings
to be determined by the Company and each applicable Lender (each, a “Closing,” and collectively, the “Closings”).
The Closings shall take place electronically via the delivery of executed documents and payment of applicable funds, or at such
other time and place as the Company and the Lenders purchasing Notes at such Closing agree in writing, and each subsequent Closing
shall take place on the date agreed by the Company and each applicable Lender (such date and time of each Closing, each a “Closing
Date”). If at the Closing any of the conditions specified in Section 3.5 shall not have been fulfilled or waived, each of
the Lenders participating in such Closing shall, at its election, be relieved of all of its obligations under this Agreement to
be performed at the Closing without thereby waiving any other rights it may have by reason of such failure or such non-fulfillment.


 


Section
3.2 Deliveries by the Company. At each Closing, the Company shall deliver the following to each Lender purchasing a
Note on the applicable Closing Date a Note duly executed by the Company.


 


Section
3.3 Deliveries by Each Lender. At each Closing, each Lender purchasing Notes in such Closing shall deliver an amount
equal to the principal value of the loan being made at the applicable Closing to the Company by (a) a cashier’s check payable
to the Company’s order or (b) wire transfer of immediately available funds.


 


Section
3.4 Company’s Closing Conditions. The obligations of the Company to issue the Notes to a Lender at each Closing
is subject to the satisfaction at or before the Closing Date of the following conditions:


 


(a)
All of the representations and warranties of such Lender contained in this Agreement shall be true and correct in all material
respects, other than any representations or warranties qualified as to materiality, which shall be true and correct in all respects,
in each case when made and on and as of the Closing Date (with the same effect as though such representations and warranties had
been made on and as of the Closing Date), except for such representations and warranties which are made as of a specified date,
which shall be true and correct in all respects or in all material respects, as applicable, as of such date.


 


(b)
Such Lender shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied
with by such Lender prior to or at the Closing.


 


(c)
Such Lender shall have delivered to the Company the amount of the loan being made at the applicable Closing by (i) a cashier’s
check payable to the Company’s order or (ii) wire transfer of immediately available funds.


 


Section
3.5 Lenders’ Closing Conditions. Each Lender’s obligation to purchase and pay for the Notes to be sold
to such Lender at its respective Closing is subject to the satisfaction at or before the Closing Dates of the following conditions:


 




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(a)
All of the representations and warranties of the Company contained in this Agreement shall be true and correct in all material
respects, other than any representations or warranties qualified as to materiality, which shall be true and correct in all respects,
in each case when made and on and as of the Closing Date (with the same effect as though such representations and warranties had
been made on and as of the Closing Date), except for such representations and warranties which are made as of a specified date,
which shall be true and correct in all respects or in all material respects, as applicable, as of such date.


 


(b)
The Company shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied
with by the Company prior to or at the Closing.


 


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to each Lender that:


 


Section
4.1 Corporate Existence. The Company is a corporation duly formed, validly existing and in good standing under the
laws of the State of Nevada.


 


Section
4.2 Authorization. The Company has full corporate power and authority to execute and deliver this Agreement and the
Notes and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company
of this Agreement and the Notes and the consummation by the Company of the transactions contemplated hereby and thereby have been
duly authorized and no other corporate action is necessary to authorize the execution and delivery by the Company of this Agreement
or the Notes or the consummation by it of the transactions contemplated hereby and thereby.


 


Section
4.3 Binding Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due and valid
authorization, execution and delivery hereof by the Lenders, this Agreement constitutes, and, upon execution and delivery thereof,
each Note will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its
terms, except as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other
similar laws of general application affecting enforcement of creditors’ rights generally and (b) the availability of the
remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would
be subject to the discretion of the court before which any proceeding therefor may be brought (the “Bankruptcy and Equity
Exceptions”).


 


Section
4.4 Capitalization. The capitalization of the Company is as set forth in the SEC Reports, except as set forth in Schedule
4.4 hereto.


 




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ARTICLE
V


REPRESENTATIONS
AND WARRANTIES OF THE LENDERS


 


Each
Lender, severally and not jointly, and solely with respect to the Note(s) being acquired by such Lender, represents, warrants
and acknowledges to, and covenants and agrees with, the Company as follows:


 


Section
5.1 Power and Qualification. Such Lender is an individual person or an entity and has all requisite power and authority
to carry on its business as presently conducted and as proposed to be conducted.


 


Section
5.2 Authority. Such Lender has the right, power, authority and capacity to execute and deliver this Agreement, to consummate
the transactions contemplated hereby and to perform its obligations under this Agreement. This Agreement and the other Transaction
Documents constitute the legal, valid and binding obligations of such Lender, enforceable against such Lender in accordance with
the terms hereof, except as may be limited by the Bankruptcy and Equity Exceptions. The execution and delivery of this Agreement
and performance by Lender of the transactions contemplated herein have been duly authorized by all necessary action on the part
of Lender.


 


Section
5.3 Accredited Investor or Non-U.S. Person. At the time such Lender was offered the Note(s), it was, and as
of the date that it acquired any Note(s) it is, an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3),
(a)(7) or (a)(8) under the Securities Act (an “Accredited Investor”) and/or is a non–”U.S. Person”
(as defined in the Securities Act) who is purchasing the Notes pursuant to an offer and sale transaction consummated outside the
United States. Lender has the authority and is duly and legally qualified to purchase and own the Notes. The information provided
to the Company by such Lender as to the status of such Lender is true and complete in all respects.


 


Section
5.4 No Consent. No consent, approval, authorization or order of, or any filing or declaration with any governmental
authority or any other person is required for the consummation by such Lender of any of the transactions on its part contemplated
under this Agreement.


 


Section
5.5 No Conflict. None of the execution, delivery, or performance of this Agreement, and the consummation of
the transactions contemplated hereby, conflicts or will conflict with, or (with or without notice or lapse of time, or both) result
in a termination, breach or violation of (i) any instrument, (including constating documents and shareholder and director resolutions
or the like applicable to such Lender), contract or agreement to which Lender is a party or by which it is bound; or (ii) any
federal, state, provincial, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other
governmental body or authority, applicable to Lender.


 




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Section
5.6 Potential Loss of Investment. Lender is aware and acknowledges that (a)
the Company has a limited operating history, and there is a high degree of risk that the Company will be unable to execute its
business strategy successfully; (b) the Notes and the shares of Common Stock issuable on conversion of the Notes (collectively,
the “Company Securities”) involve a substantial degree of risk of loss of its entire investment and that there is
no government or other insurance covering the Securities; (c) Lender, in purchasing the Notes, is relying solely upon the advice
of such Lender’s advisors (including as to legal, financial and tax matters) with respect to purchasing the Notes; and (d)
because there are substantial restrictions on the transferability of the Company Securities it may not be possible for such Lender
to liquidate its investment readily. Lender further acknowledges that it has been advised to consult its own legal advisors with
respect to the execution, delivery and performance by it of this Agreement and the transactions contemplated by this Agreement,
including trading in the Company Securities, and with respect to the hold periods imposed by applicable securities laws, and acknowledges
that no representation has been made by the Company respecting the applicable hold periods imposed by applicable securities laws
or other resale restrictions applicable to such securities which restrict the ability of such Lender to resell such securities,
that such Lender is solely responsible to find out what these resale restrictions are, that such Lender is solely responsible
(and the Company is not in any way responsible) for compliance with applicable resale restrictions.


 


Section
5.7 Receipt of Information. Lender has received all documents, records, books and other information pertaining
to its investment that has been requested by such Lender. Lender was afforded (i) the opportunity to ask such questions as such
Lender deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring
the Notes; (ii) the right of access to information about the Company and its financial condition, results of operations, business,
assets, properties, management and prospects sufficient to enable such Lender to evaluate the Notes; and (iii) the opportunity
to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is
necessary to make an informed investment decision with respect to acquiring the Notes.


 


Section
5.8 No Advertising. At no time was such Lender presented with or solicited by any leaflet, newspaper or magazine
article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional
meeting otherwise than in connection and concurrently with such communicated offer. Such Lender is not purchasing the Notes as
a result of any “general solicitation” or “general advertising,” as such terms are defined in Regulation
D under the Securities Act, which includes, but is not limited to, any advertisement, article, notice or other communication regarding
the Notes published in any newspaper, magazine or similar media or on the internet or broadcast over television, radio or the
internet or presented at any seminar or any other general solicitation or general advertisement.


 


Section
5.9 Investment Purposes. Such Lender is acquiring the Notes for its own account as principal, not as a nominee
or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole
or in part and no other person has a direct or indirect beneficial interest in the Notes such Lender is acquiring herein. Further,
such Lender does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations
to such person or to any third person, with respect to the Notes such Lender is acquiring.


 




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Section
5.10 Restricted Securities; Transfer or Re-sale. Such Lender understands that(i)
the sale or re-sale of the Company Securities has not been and is not being registered under the Securities Act or any applicable
state securities laws, and the Company Securities may not be transferred unless (1) the Company Securities are sold pursuant to
an effective registration statement under the Securities Act, (2) such Lender shall have delivered to the Company, at the cost
of such Lender, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable
transactions to the effect that the Company Securities to be sold or transferred may be sold or transferred pursuant to an exemption
from such registration, which opinion shall be accepted by the Company, (3) the Company Securities are sold or transferred to
an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”))
of such Lender who agrees to sell or otherwise transfer the Company Securities only in accordance with this Section 5.10 and who
is an Accredited Investor, (4) the Company Securities are sold pursuant to Rule 144, (5) the Company Securities are sold pursuant
to Regulation S under the Securities Act (or a successor rule) (“Regulation D”), or (6) the Company Securities are
sold pursuant to the exemption from registration afforded under Section 4(a)(1) or Section 4(a)(7) of the Securities Act, and
such Lender shall have delivered to the Company, at the cost of such Lender, an opinion of counsel that shall be in form, substance
and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any
sale of such Company Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further,
if said Rule is not applicable, any re-sale of such Company Securities under circumstances in which the seller (or the person
through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require
compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither
the Company nor any other person is under any obligation to register such Company Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Lender may not transfer
the Note unless such Lender first physically surrenders the Note to the Company, whereupon the Company will forthwith issue and
deliver upon the order of such Lender a new Note of like tenor, registered as the holder (upon payment by the holder of any applicable
transfer taxes) may request. Any surrender of this Note to the Company in connection with a transfer as set forth herein shall
be at the offices of the Company as set forth in Section 10.14 and, if so required by the Company, the Note shall be accompanied
by written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by Lender or by his, her
or its attorney duly authorized in writing. Further, such Lender acknowledges that none of the Company Securities will be distributed
under a prospectus filed under any applicable securities Laws on the basis that issuance thereof is exempt from such filing and
as a result the Company Securities will be subject to statutory resale restrictions under applicable securities Laws, and such
Lender covenants that it will not resell the Company Securities except in compliance with such Laws and such Lender acknowledges
that it is solely responsible (and the Company is not in any way responsible) for such compliance.


 


Section
5.11 No Guarantees. It has never been represented, guaranteed or warranted to such Lender by the Company, or any of
its officers, directors, employees, agents or representatives, or any other Person, expressly or by implication, that:


 


(a)
any gain will be realized by such Lender from such Lender’s investment in the Company Securities;


 


(b)
there will be any approximate or exact length of time that such Lender will be required to remain as a holder of any of the Company
Securities;


 




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(c)
the past performance or experience on the part of the Company, any of its Affiliates, its predecessors or any other Person, will
in any way indicate any future results of the Company;


 


(d)
any Person will resell or repurchase any of the Company Securities; or


 


(e)
any Person will refund all or any part of the aggregate offer price for the Notes.


 


Section
5.12 No Public Market. Such Lender understands that no active trading public market now exists for the Company Securities,
and that the Company has made no assurances that a public market will ever exist for the Company Securities.


 


Section
5.13 Investment Experience. Such Lender, either alone or together with its representatives, has such knowledge,
sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the
prospective investment in the Company Securities, and has so evaluated the merits and risks of such investment. Such Lender is
able to bear the economic risk of an investment in the Notes and, at the present time, is able to afford a complete loss of such
investment.


 


Section
5.14 No Governmental Review. Such Lender understands that no United States federal or state agency or any other Governmental
Authority has passed on or made recommendations or endorsement of the Notes or the Company Securities or the suitability of the
investment in the Notes or the Company Securities nor have such authorities passed upon or endorsed the merits of the transactions
set forth herein.


 


Section
5.15 Legends. Any legend required by the securities laws of any state or province to the extent such laws are applicable
to the Company Securities represented by the certificate or other evidence so legended shall be included on any certificates representing
or other applicable evidence of the Company Securities. Such Lenders also understand that the Company Securities may bear the
following or a substantially similar legends:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED
OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED,
PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION ARE NOT REQUIRED. ANY TRANSFER
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET
FORTH HEREIN.


 


Section
5.16 Investment Purpose. Such Lender understands and acknowledges that (a) the Company Securities have not been registered
under the Securities Act or any state securities laws and is being offered and sold in reliance upon exemptions provided in the
Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be resold or
transferred unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an
exemption from such registration is available; and (b) each Lender is purchasing the Note for investment purposes only for the
account of such Lender.


 




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Section
5.17 Access to Information. Such Lender has received, has read carefully and understands this Agreement, the form of
Notes attached as Exhibit A and has consulted its own attorney, accountant and/or investment advisor with respect to the transactions
contemplated hereby and thereby and its suitability for such Lender. The Company has made available to such Lenders, before the
purchase of the Notes, the opportunity to ask questions of and receive answers from management of the Company concerning the terms
and conditions of this Agreement and the Notes and to obtain any additional information necessary to verify information contained
in the Agreement, the Notes or otherwise related to the financial data and business of the Company, to the extent that such parties
possess such information or can acquire it without unreasonable effort or expense, and all such questions, if asked, have been
answered satisfactorily and all such documents, if requested, have been found to be satisfactory.


 


Section
5.18 Other. The undersigned hereby acknowledges, agrees with and represents and warrants to the Company that
this Offering is limited to accredited investors as defined in Section 2(15) of the Securities Act, and Rule 501 promulgated thereunder,
in reliance upon the exemption contained in Section 4(2) of the Securities Act and applicable state securities laws, and that
the Securities are being sold without registration under the Securities Act. The Investor has received and reviewed all information
and materials regarding the Company that he, she or it has requested, including, without limitation, all reports and other filings
made by the Company with the Securities and Exchange Commission (the “SEC”) that are available through EDGAR at the
SEC’s website (www.sec.gov), including, but not limited to: (i) the Company’s Annual Report on Form 10-K for the year
ended December 31, 2019, and subsequently filed Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, June
30, 2020 and September 30, 2020, (ii) the Company’s Current Reports on Form 8-K furnished to the Commission following the
foling of the Company’s Annual Report for the year ended December 31, 2019, with any amendments to any of the foregoing.


 


Section
5.19 No Other Representations, Warranties, Covenants or Agreements of the Company. Except as set forth in this Agreement
or the Note, the Company has not made any representation, warranty, covenant or agreement with respect to the matters contained
herein and therein.


 


Section
5.20 Source of Funding; Identity. Such Lender acknowledges, understands, covenants and agrees that the source of payment
for such Lender’s purchase of Notes is from his, her, their or its own account and that the Company may require additional
information regarding (a) the source(s) of the payment for the Notes, and (b) the identity of such Lender, in order to facilitate
the Company’s compliance with the U.S. Government’s anti-money laundering policies and procedures as set out in the
USA PATRIOT ACT and elsewhere. Such Lender acknowledges, understands, covenants and agrees that the Company may in the future
be required to disclose such Lender’s name and other information relating to this Agreement and such Lender’s subscription
hereunder, on a confidential basis, pursuant to such Laws.


 




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Section
5.21 Personal Information. Such Lender acknowledges that this Agreement and the Exhibits attached hereto require such
Lender to provide certain personal information to the Company. Such information is being collected by the Company for the purposes
of completing the Offering, which includes, without limitation, determining such Lender’s eligibility to purchase the Notes
under applicable securities Laws and completing filings required by any applicable securities commission or other regulatory authority.
Such Lender’s personal information may be disclosed by the Company to: (a) securities commissions or stock exchanges, (b)
taxing authorities, and (c) any of the other parties involved in the Offering, including legal counsel to the Company, and may
be included in record books in connection with the Offering. By executing this Agreement, such Lender is deemed to be consenting
to the foregoing collection, use and disclosure of such Lender’s personal information. Such Lender also consents to the
filing of copies or originals of any of such Lender’s documents described herein as may be required to be filed with any
securities commission or stock exchange.


 


ARTICLE
VI


COVENANTS
AND ADDITIONAL AGREEMENTS


 


Section
6.1 Affirmative Covenants. Until the time that all of the Notes have been repaid in full or converted to Common Stock
in accordance with their terms, the Company shall, unless agreed otherwise by the prior written approval of the Majority Lenders:


 


(a)
Make all payments under the Notes as and when required;


 


(b)
comply in all material respects with Laws applicable to the Company or its operations;


and


 


(c)
maintain and preserve its existence and its rights and privileges and not, by amendment of its Articles of Incorporation or Bylaws,
or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Notes.


 


Section
6.2 Negative Covenants. Until the time that all of the Notes have been repaid in full or converted to Common Stock
in accordance with their terms, the Company shall not, without the prior written approval of the Majority Lenders:


 


(a)
repurchase or otherwise acquire any shares of capital stock of the Company or any warrants, rights or options to purchase or acquire
any such shares, other than as may be required pursuant to the terms of the preferred stock of the Company in place as of the
Effective Date, excluding “Exempt Issuances” which are to include, 2020 Equity Incentive Plan, or a similar plan,
to grant equity in the Company, to its officers, directors, employees and consultants; or


 


(b)
sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business.


 


Section
6.3 Withholding. The Parties agree that, with respect to any Non-U.S. Lender (as defined below), the Company shall
be entitled to deduct and withhold from any payments made to such Non-U.S. Lender such amounts as required by applicable Laws
at the time of such payment, which amounts are currently 30% (or at a lower rate if provided by an applicable tax treaty and the
Non-U.S. Lender provides the documentation (generally, IRS Form W-8BEN or W- 8BEN-E) required to claim benefits under such tax
treaty to the Company). “Non-U.S. Lender” means any Lender who is not a (i) an individual who is a citizen or resident
of the United States, (ii) a corporation created or organized
under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate, the income of which is subject
to U.S. federal income tax regardless of its source, or (iv) a trust (x) with respect to which a court within the United States
is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all
of its substantial decisions or (y) that has in effect a valid election under applicable U.S. Treasury Regulations to be treated
as a U.S. person.


 




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Section
6.4 Participation. In the event that the Company declares or makes any dividend or other distribution of its assets
to holders of shares of Common Stock, by way of return of capital or otherwise while the Notes are outstanding, a Lender holding
any Note at such time shall be entitled to participate in such distribution to the same extent that the Lender would have participated
therein if the Lender had held the number of shares of Common Stock acquirable upon complete conversion of such Lender’s
Note(s).


 


ARTICLE
VII


REGISTRATION
RIGHTS; INDEMNIFICATION


 


Section
7.1 Registration Rights. On or prior to each 90th calendar day following the closing date of the Note offering
hereunder, the Company shall prepare and file with the SEC a registration statement covering the resale of all of the Registrable
Securities (as defined below) for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement
filed hereunder shall be on Form S-1. Subject to the terms of this Agreement, the Company shall use its best efforts to cause
such a registration statement filed under this to be declared effective under the Securities Act as promptly as possible after
the filing thereof, and shall use its best efforts to keep such registration statement continuously effective under the Securities
Act until the date that all Registrable Securities covered by such registration statement (i) have been sold, thereunder or pursuant
to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement
for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel
to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent
and the affected Lenders. The Company shall promptly notify the Lenders via facsimile or by e-mail of the effectiveness of a registration
statement and file a final prospectus with the SEC as required by Rule 424.


 


“Registrable
Securities” means, as of any date of determination, (a) all shares of Common Stock then issued and issuable upon conversion
of the Notes (assuming such securities are converted in full without regard to any conversion limitations therein), and (b) any
securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with
respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and
the Company shall not be required to maintain the effectiveness of any, or file another, registration statement hereunder with
respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared
effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Lender in accordance
with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule
144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public
information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable
to the Transfer Agent and the affected Lenders.


 




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Section
7.2 Indemnification.


 


(a)
Indemnification by the Company. The Company and its successors and assigns shall indemnify and hold harmless each applicable
Lender, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally
equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of applicable Lender,
each individual or entity who controls applicable Lender (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act and the officers, directors, members, partners, agents and employees (and any other individuals or entities
with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title)
of each such controlling individual or entity (each, a “Lender Party”), to the fullest extent permitted by applicable
law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’
fees) liabilities, obligations, contingencies, damages, and expenses, including all judgments, amounts paid in settlements, court
costs and reasonable attorneys’ fees, costs of investigation (collectively, “Losses”), as incurred, arising
out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any
related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were
made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state
securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Article
VII, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding
an applicable Lender furnished to the Company by such party for use therein. The Company shall notify each applicable Lender promptly
of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by
this Article VII of which the Company is aware.


 


(b)
Indemnification by Lender. Each applicable Lender and its successors and assigns shall indemnify and hold harmless the
Company, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally
equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of the Company, each
individual or entity who controls the company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) and the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally
equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling
individual or entity (each, a “Company Party”, with a Lender Party and Company Party each being referred to as an
“Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred,
arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement,
any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or
arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to
make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act
or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under
this Article VII, but only to the extent that such untrue statements or omissions are based upon information regarding such applicable
Lender furnished to the Company by such party for use therein. Each applicable Lender shall notify the Company promptly of the
institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Article
VII of which such applicable Lender is aware.


 




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(c)
Contribution. If the indemnification under Section 7.2(a) or Section 7.2(b), as applicable, is unavailable to an Indemnified
Party or insufficient to hold an Indemnified Party harmless for any Losses, then the party responsible for indemnifying the Indemnified
Party (the “Indemnifying Party”) shall contribute to the amount paid or payable by such Indemnified Party, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with
the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The
relative fault of the Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied by, the Indemnifying Party or the Indemnified Party,
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement
or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’
or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified
for such fees or expenses if the indemnification provided for in Section 3(a) was available to such party in accordance with its
terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 7.2(c) were determined by
pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred
to in the immediately preceding sentence.


 


ARTICLE
VIII


PRE-EMPTIVE
RIGHTS


 


Section
8.1 Rights. Subject to the terms and conditions of this Article VIII and applicable securities laws, for so long as
a Lender continues to hold any of (i) the applicable Note, or (ii) any shares of Common Stock issued to such Lender upon conversion
of the Note, if the Company proposes to offer or sell any New Securities (as defined below) between the Effective Date and the
one year anniversary of the Effective Date (the “Rights Term”), the Company shall first offer such New Securities
to the Lenders pursuant to the terms and conditions of this Article VIII. Each Lender shall thereafter have the right to acquire
its Pro Rata Portion (as defined below) of the New Securities in accordance with the terms and conditions of this Article VIII.


 




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Section
8.2 Definitions. For purposes of this Article VIII:


 


(a)
“New Securities” means, collectively, equity securities or debt securities of the Company, whether or not currently
authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that
are, or may become, convertible or exchangeable into or exercisable for such equity securities.


 


(b)
“Pro Rata Portion” means, with respect to each Lender, a fraction (A) the numerator of which is equal to the initial
aggregate principal amount of the Note(s) acquired by such Lender (B) the denominator of which is equal to the initial aggregate
principal amount of the Note(s) acquired by all Lenders.


 


Section
8.3 Notice.


 


(a)
The Company shall give notice (the “Offer Notice”) to the Lenders, stating (i) its bona fide intention to offer such
New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes
to offer such New Securities.


 


(b)
By notification to the Company within ten (10) days after the Offer Notice is given, each Lender may elect to purchase or otherwise
acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals such
Lender’s Pro Rata Portion. Once a Lender elects to purchase its Pro Rata Portion of the New Securities via notice to the
Company, such Lender shall thereafter be obligated to purchase such Pro Rata Portion of the New Securities and may not withdraw
its election without the prior written consent of the Company in its sole discretion. The closing of any sale pursuant to this
Section 8.3(b) shall occur within ninety (90) days of the date that the Offer Notice is given.


 


(c)
If none of the New Securities referred to in the Offer Notice are elected to be purchased or acquired as provided in Section 8.3(b),
the Company may, during the ninety (90) day period following the expiration of the 10 day period commencing on the delivery of
the Offer Notice, offer and sell the New Securities to any Person or Persons at a price not less than, and upon terms no more
favorable to the offeree than, those specified in the Offer Notice. If a portion of the New Securities referred to in the Offer
Notice are not elected to be purchased or acquired as provided in Section 8.3(b), the Company may, during the ninety (90) day
period following the expiration of the 10 day period commencing on the delivery of the Offer Notice, offer and sell such unsubscribed
portion of the New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree
than, those specified in the Offer Notice (with, for the avoidance of doubt, the subscribed portion of the New Securities being
sold to the Lender(s) who elected to acquire their Pro Rata Portion of the New Securities as set forth in Section 8.3(b)). If
the Company does not enter into an agreement for the sale of the New Securities within such period(s), or if such agreement is
not consummated within thirty (30) days of the execution thereof, the rights provided hereunder shall be deemed to be revived
and such New Securities shall not be offered unless first reoffered to the Lenders in accordance with this Article VIII.


 




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Section
8.4 Exclusion. Notwithstanding the foregoing or anything herein to the contrary, the rights of the Lenders set forth
in this Article VIII shall not be applicable to any New Securities issued:


 


(a)
for compensatory or incentive purposes to officers, employees or directors of, or consultants to, the Company or any of its Affiliates
including, without limitation, the grant of stock options, deferred share units, restricted share units or restricted shares,
duly adopted for such purposes by a majority of the non-employee members of the board of directors of the Company or a majority
of the members of the committee of nonemployee members of the board of directors established for such purpose;


 


(b)
pursuant to a rights offering by the Company or pursuant to a stockholder rights plan of the Company that is carried out on a
pro rata basis among all holders of the applicable class of securities of the Company;


 


(c)
upon the exercise, conversion or exchange of any securities exercisable, convertible or exchangeable for or into shares of Common
Stock (including, without limitation, the Notes);


 


(d)
any exchange of shares of preferred stock of the Company which are issued and outstanding as of the Effective Date for any other
equity securities or debt securities of the Company (including, without limitation, any promissory notes);


 


(e)
pursuant to any over-allotment option granted to the underwriters in a securities offering;


 


(f)
as a result of the consolidation or subdivision of any securities of the Company, or as a special distribution or stock dividend
or similar transaction that is carried out on a pro rata basis among all holders of the applicable class of securities of the
Company; or


 


(g)
in connection with or pursuant to any merger, business combination, joint venture, exchange offer, take-over bid, arrangement,
amalgamation, asset purchase transaction or acquisition of assets or shares of a third party where such transaction is approved
by a majority of the disinterested directors of the Company.


 


Section
8.5 Requirements. Each Lender, as a condition precedent to the exercise of such Lender’s right pursuant to this
Article VIII, shall execute such documents and complete such actions as reasonably required by the Company in connection therewith.


 


Section
8.6 Termination. The rights of the Lenders pursuant to this Article VIII shall terminate and be of no further force
or effect upon the expiration of the Rights Term or upon any liquidation, dissolution or winding up of the Company, either voluntarily
or involuntarily, a merger or consolidation of the Company where the Company is not a surviving entity, or a sale of all or substantially
all of the assets of the Company.


 




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ARTICLE
IX


EVENTS
OF DEFAULT


 


Section
9.1 Event of Default. The Majority Lenders may elect to declare an “Event of Default” if any of the following
conditions or events shall occur and be continuing:


 


(a)
the Company fails to pay the then-outstanding principal amount and accrued interest on the Notes on any date any such amounts
become due and payable, and any such failure is not cured within ten Business Days of written notice thereof by any Lender;


 


(b)
the Company fails to comply in any material respect with any other covenant or agreement hereunder and any such failure is not
cured within five (5) Business Days of written notice thereof by any Lender;


 


(c)
if and when its common stock is listed for trading on the Principal Market for a period of two (2) consecutive trading days;


 


(d)
the Company’s failure to cause its transfer agent to issue the shares of the Company’s common stock upon conversion
of the Notes within three (3) trading days after the date on which the Investor is entitled to receive such shares;


 


(e)
the Company shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee
or liquidator; (ii) make a general assignment for the benefit of the Company’s creditors; or (iii) commence a voluntary
case under the U.S. Bankruptcy Code as now and hereafter in effect, or any successor statute; or


 


(f)
if at any time the Common Stock is no longer DWAC eligible.


 


Following
an Event of Default, all Notes shall come immediately due for redemption and the redemption amount shall accrue interest at the
lesser of: (a) 18% per annum; or (b) the maximum legal rate.


 


Section
9.2 Consequences of Events of Default. If an Event of Default has occurred and is continuing (i) the Majority Lenders
may, by notice to the Company, declare all or any portion of the then outstanding principal amount of the Notes, together with
all accrued and unpaid interest thereon, and the Notes shall thereupon become, immediately due and payable in cash and (ii) each
of the Lenders shall have the right to pursue any other remedies that the Lenders may have under applicable Law.


 


ARTICLE
X


MISCELLANEOUS


 


Section
10.1 Arbitration.


 


(a)
The Parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement (including with
respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged
breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the
“Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising
out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance
or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise).


 




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(b)
If the Company and the Majority Lenders cannot agree upon the Arbitrator within ten (10) Business Days of the commencement of
the efforts to so agree on an Arbitrator, the Company and the Majority Lenders shall select one arbitrator and the two arbitrators
so selected shall select the Arbitrator.


 


(c)
The laws of the State of Nevada shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement and any
agreement contemplated hereby shall be governed by the laws of the State of Nevada applicable to a contract negotiated, signed,
and wholly to be performed in the State of Nevada, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator
shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall have
been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages.


 


(d)
The arbitration shall be held in West Palm Beach, Florida in accordance with and under the then-current provisions of the rules
of the American Arbitration Association, except as otherwise provided herein.


 


(e)
On application to the Arbitrator, any Party shall have rights to discovery to the same extent as would be provided under the Federal
Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however,
that the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the period referred
to in Section 10.1(c).


 


(f)
The Arbitrator may, at his discretion and at the expense of the Party who will bear the cost of the arbitration, employ experts
to assist him in his determinations.


 


(g)
The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief, as applicable
(including actual attorneys’ fees and costs), shall be borne by the unsuccessful Party and shall be awarded as part of the
Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of
the Arbitrator shall be final and binding upon the Parties and not subject to appeal.


 


(h)
Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction.
The Parties expressly consent to the non- exclusive jurisdiction of the courts (Federal and state) in Palm Beach County, Florida
to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in
aid of the Arbitration. The Parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate
any and all matters to be submitted to arbitration hereunder. None of the Parties hereto shall challenge any arbitration hereunder
on the grounds that any party necessary to such arbitration (including the Parties) shall have been absent from such arbitration
for any reason, including that such Party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding.


 




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Section
10.2 Governing Law; Consent to Jurisdiction. This Agreement shall be governed, construed and enforced in accordance
with the laws of the State of Nevada, without application of the conflicts of laws provisions thereof. Each Party agrees that
all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement
(whether brought against a Party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents)
shall be commenced in the state and federal courts sitting in Palm Beach County, Florida (the “Selected Courts”).
Each Party hereto hereby irrevocably submits to the exclusive jurisdiction of the Selected Courts for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of such Selected Courts, or such Selected Courts are improper or inconvenient venue for such proceeding. Each Party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect
for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof.


 


Section
10.3 Waiver of Jury Trial; Exemplary Damages.


 


(a)
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 10.3(a).


 


(b)
Each of the Parties acknowledge that each has been represented in connection with the signing of the waiver set forth in Section
10.3(a) by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences
and import of such waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning
of such waiver and grants such waiver knowingly, voluntarily, without duress and only after consideration of the consequences
of this waiver with legal counsel.


 


(c)
IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREIN FOR SPECIAL, GENERAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST
PROFITS OR LOST OPPORTUNITY, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


 




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Section
10.4 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions
of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party
hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches
of the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in
addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the
security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting
of an injunction, specific performance or other equitable relief on the basis that (a) the other Party has an adequate remedy
at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.


 


Section
10.5 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or
to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for
all costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment
rendered therein.


 


Section
10.6 Brokers. The Parties agree that there were no finders or brokers involved in bringing the Parties together or
who were instrumental in the negotiation, execution or consummation of this Agreement. Each Party agrees to indemnify each other
Party against any claim by any Person for any commission, brokerage, or finder’s fee arising from the transactions contemplated
hereby based on any alleged agreement or understanding between the indemnifying Party and such Person, whether express or implied
from the actions of the indemnifying Party.


 


Section
10.7 Severability. Any term or provision of this Agreement or the Notes that is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable in any situation in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions hereof or thereof or the validity or enforceability of the offending term
or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction or
other authority declares that any term or provision hereof or thereof is invalid, void or unenforceable, each of the Company and
the Lenders agrees that the court making such determination shall have the power to reduce the scope, duration, area or applicability
of the term or provision; to delete specific words or phrases; or to replace any invalid, void or unenforceable term or provision
with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid, void
or unenforceable term or provision.


 


Section
10.8 Entire Agreement. This Agreement and the Notes constitute the entire agreement between the Parties with respect
to the subject matter hereof and thereof and supersede all prior agreements, understandings and negotiations, whether written
or oral, of the Parties.


 


Section
10.9 Arm’s Length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated at arm’s-length
by parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented
by counsel and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship
between the Parties, and no such relationship otherwise exists. No presumption in favor of or against any Party in the construction
or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement
or such provision.


 




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Section
10.10 Further Assurances. From time to time, whether at or following a Closing, each Party shall make reasonable
commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary,
proper or advisable, including as required by applicable laws, to consummate and make effective as promptly as practicable the
transactions contemplated by this Agreement. Each Party’s representations and warranties hereunder shall survive the Closings.


 


Section
10.11 Amendment; Waiver. This Agreement may be amended, and the observance of any term hereof may be waived (either
retroactively or prospectively), only upon the written consent of the Company and the Majority Lenders. Any Note may be amended,
and the observance of any term thereof may be waived (either retroactively or prospectively), only upon the written consent of
the Company and Lender holding such applicable Note. Notwithstanding any other terms of this Agreement, this Agreement and the
number and identity of the Lenders may be amended after the initial Closing to add Lenders participating in subsequent Closings
without the consent of any Party hereto other than the Company.


 


Section
10.12 Transferability. Neither this Agreement nor the Notes may be assigned or transferred, directly or indirectly,
by any Lender to any Person without the prior written consent of the Company. Any purported transfer of this Agreement or the
Notes in violation of this Section


10.12
shall be null and void.


 


Section
10.13 Transaction Expenses. Other than as specifically set forth herein, each Party shall pay its own costs and expenses
(including attorneys’ fees) in connection with the preparation and closing of the transactions contemplated by this Agreement
and the Notes.


 


Section
10.14 Notices.


 


(a)
Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally
delivered to it or sent by email, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:


 


If
to the Company, to:


 


Orbsat
Corp


Attn:
David Phipps


18851
NE 29th Avenue, Suite 700


Aventura,
FL 33180


Email:
tseifert@orbsat.com / dphipps@orbsat.com


 




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With
a copy to (which shall not constitute notice):


  


Schiff
Hardin LLP


Attn:
Ralph DeMartino


901
K Street NW, Suite 700


Washington
D.C. 20001


Email:
RDeMartino@schiffhardin.com


 


If
to a Lender, to its mailing address and email address set forth on their signature page as attached hereto.


 


(b)
Any Party may change its address for notices hereunder upon notice to each other Party in the manner for giving notices hereunder.


 


(c)
Any notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch,
if sent by overnight courier, (iii) upon dispatch, if transmitted by email with return receipt requested and received and (iv)
three (3) days after mailing, if sent by registered or certified mail.


 


Section
10.15 Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and shall
in no way be construed to define, limit, describe, explain, modify, amplify, or add to the interpretation, construction or meaning
of any provision of, or scope or intent of, this Agreement nor in any way affect this Agreement.


 


Section
10.16 Confidentiality. Each Party agrees that, unless and until the transactions contemplated by this Agreement have
been consummated, it and its Representatives will hold in strict confidence all data and information obtained with respect to
another Party or any subsidiary thereof from any Representative, officer, director or employee, or from any books or records or
from personal inspection, of such other Party, and shall not use such data or information or disclose the same to others, except
(i) to the extent such data or information is published, is a matter of public knowledge, or is required by Law to be published;
(ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated
by this Agreement or (iii) to the extent that such use or disclosure is otherwise permitted by this Agreement. In the event of
the termination of this Agreement, each Party shall return to the applicable other Party all documents and other materials obtained
by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and
each Party will continue to comply with the confidentiality provisions set forth herein.


 


Section
10.17 Public Announcements and Filings. Unless required by applicable Law or regulatory authority, none of the Parties
will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or
to any third party (other than its advisors and Representatives in connection with the transactions contemplated hereby) or file
any document, relating to this Agreement and the Offering, except as may be mutually agreed by the Parties. Copies of any such
filings, public announcements or disclosures, including any announcements or disclosures mandated by Law or regulatory authorities,
shall be delivered to each Party at least one (1) business day prior to the release thereof, provided, however, that the Company
shall not be required to deliver any post-closing filing related to the transactions contemplated herein that will be filed with
the SEC pursuant to the requirements of the Exchange Act.


 




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Section
10.18 Third Party Beneficiaries. This contract is strictly between the Parties and, except as specifically provided,
no other Person and no director, officer, stockholder, employee, agent, independent contractor or any other Person shall be deemed
to be a third-party beneficiary of this Agreement.


 


Section
10.19 Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any
of the Parties bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent
holder of a Note) whether so expressed or not, but only to the extent that Section 10.12 hereof has been complied with.


 


Section
10.20 Confidentiality. Except as required by law, each Lender agrees that it shall keep confidential and shall not
disclose or divulge any confidential, proprietary or secret information that such Lender may obtain from the Company pursuant
to its operating agreement, financial statements, reports and other materials submitted by the Company to such Lender pursuant
to this Agreement or otherwise, or pursuant to visitation or inspection rights granted under this Agreement, unless such information
is known, or until such information becomes known, to the public; provided that a Lender may disclose such information (a) to
its attorneys, accountants, consultants and other professionals to the extent necessary to obtain their services in connection
with its investment in the Company, or (b) to any affiliate of such Lender or to a partner, member or stockholder of such Lender.


 


Section
10.21 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original
and all of which taken together shall be but a single instrument. The execution and delivery of a facsimile or other electronic
transmission of a signature to this Agreement shall constitute delivery of an executed original and shall be binding upon the
person whose signature appears on the transmitted copy.


 


[Signatures
Appear on Following Page]


 




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IN
WITNESS WHEREOF, the undersigned has caused this Agreement to be duly signed as of the Effective Date.


 


	 	Orbsat
    Corp
	 	 	 
	 	By:	
	 	Name:	David Phipps
	 	Title:	Chief
    Executive Officer


 




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IN
WITNESS WHEREOF, the undersigned has caused this Agreement to be duly signed as of the Effective Date.


 


	Lender
    Name:	 	 
	 	 	 
	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


 


Initial
Principal Amount of Note to be acquired:_________________


 


Address
for Notice


  ______________________________


 


 ______________________________


  


 ______________________________


 


Tax
Identification or Social Security #:


______________________________


 




    	 



     


    

  


SCHEDULE
4.4 CAPITALIZATION


 


[_]


 




    	 



     


    

 


Exhibit
A


 


Form
of Note