Exhibit 10.1


 


SECURITIES
PURCHASE AGREEMENT 


 


THIS
SECURITIES PURCHASE AGREEMENT (“Agreement”) is entered into as of March 9, 2021, by and between BioSolar, Inc., a
Nevada corporation (the “Company”), and ___________, (the “Investor”), with respect to the following facts:


 


R
E C I T A L S


 


A. The
Company entered into various 10% interest, 5-year maturity, convertible note transactions with the Investor from 2015 to 2018
(the “Notes”). The current aggregate outstanding principal sum of the Notes is $2,462,060 and the accrued interest
to date is $1,023,253 representing a total aggregate note balance of $3,485,313. The Notes are convertible into
the Company’s common stock, par value $0.0001 (the “Common Stock”), at an adjustable conversion price that is
the lowest of (a) fifty percent (50%) of the lowest trade price of Common Stock recorded since the original Effective Date of
the Notes, or (c) the lowest effective price per share granted to any person or entity after the Effective Date.


 


B. The
Company agrees to sell and the Investor agrees to purchase 34,853 shares of the Company’s Series C Preferred Stock
(the “Shares”) for a total purchase price of $3,485,313 (the “Purchase Price”). The Series C Preferred
Stock has no stated dividend, has a face value of $100 per share, and is convertible into the Company’s Common Stock at
a fixed conversion price that equals the effective conversion price of the Notes on the date of this Agreement. The terms and
conditions of the Series C Preferred stock is set forth in the certification of designation attached hereto as Exhibit A.


 


C. The
Investor agrees to tender the Notes to the Company for cancellation, as the total Purchase Price of the Shares.


 


D. The
closing of the transactions contemplated by this Agreement (the “Closing”) will be deemed to have occurred upon the
completion of the deliveries by each Party to this Agreement described in Section 2 of this Agreement.


 


NOW,
THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the parties
to this Agreement, and in light of the recitals stated above, the parties to this Agreement hereby agree as follows:


 


Section
1. PURCHASE OF SHARES


 


The
Investor agrees to tender the Notes to the Company for cancellation as the total Purchase Price of the Shares. The Investor agrees
that upon the full execution of this Agreement, the Notes shall be deemed fully paid and satisfied, null and void and no interest,
fees or principal shall be due thereon. In the event the Notes are lost or destroyed, the Investor hereby warrants that the Notes
are lost or destroyed and agrees to immediately surrender to the Company said Notes should it later be found and the Investor
shall provide the Company with an affidavit of loss of said Notes. The Investor hereby agrees to indemnify and hold harmless the
Company and its affiliates against all liability, costs, damages, claims or expenses which may be incurred by any of them as a
result of any claim to ownership of the lost Notes asserted by the Investor or by anyone other than Investor. The Investor acknowledges
that the Company does not currently have enough share of common stock to issue upon conversion of the Series C Preferred Stock.
The Company undertakes to amend its Articles of Incorporation to increase the number of shares of common stock that it is authorized
to issue within 75 days of the date hereof.


 






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Section
2. DELIVERIES


 


2.1 The
Company. The Company agrees and represents that upon the full execution of this Agreement, the Series C Preferred Stock is
duly authorized, and the Shares are considered immediately and validly issued, fully paid and nonassessable, free and clear of
all liens imposed by the Company other than restrictions on transfer provided for in this Agreement or the Series C Preferred
Stock certificate of designation. The Company will or will cause its transfer agent to deliver a certificate evidencing the Shares
issuable to the Investor within five (5) business days of this Agreement. For all intent and purposes, upon the full execution
of this Agreement the Company agrees that the Investor is the immediate beneficial owners of the Shares and may exercise any and
all rights under the Shares, regardless of when the certificates were delivered to the Investor.


 


2.2 The
Investor. The Investor agrees that the Notes shall be immediately and automatically cancelled on the books of the Company
upon the full execution of this Agreement. The Investor also agrees to deliver any other document reasonably requested by the
Company that it deems necessary for the consummation of the transactions contemplated by this Agreement.


 


Section
3. EQUITABLE Relief.


 


3.1 Damages
Inadequate. Each party acknowledges that it would be impossible to measure in money the damages to the other party if there
is a failure to comply with any covenants or provisions of this Agreement, and agrees that in the event of any breach of any covenant
or provision, the other party to this Agreement will not have an adequate remedy at law.


 


3.2
 Equitable Relief. It is therefore agreed that the other party to this Agreement
who is entitled to the benefit of the covenants or provisions of this Agreement which have been breached, in addition to any other
rights or remedies which they may have, shall be entitled to immediate equitable relief to enforce such covenants and provisions,
and that in the event that any such action or proceeding is brought in equity to enforce them, the defaulting or breaching party
will not urge a defense that there is an adequate remedy at law.


 


Section
4. Investor Representation and Warranty


 


4.1 Investor’s
Representations and Warranties. As a material inducement to the Company to enter into this Agreement and consummate the exchange,
Investor represents warrants and covenants with and to the Company as follows:


 


		i.	Authorization
                                         and Binding Obligation. The Investor has the requisite legal capacity, power and
                                         authority to enter into, and perform under, this Agreement, including with respect to
                                         canceling the note and receiving the Shares. The execution, delivery and performance
                                         of this Agreement and performance by such Investor and the consummation by such Investor
                                         of the transactions contemplated hereby and thereby have been duly authorized by all
                                         requisite corporate, partnership or similar action on the part of such Investor and no
                                         further consent or authorization is required. This Agreement has been duly authorized,
                                         executed and delivered by the Investor. This Agreement has been duly executed and delivered
                                         by the Investor, and constitute the legal, valid and binding obligations of the Investor,
                                         enforceable against the Investor in accordance with their respective terms, except as
                                         such enforceability may be limited by general principles of equity or applicable bankruptcy,
                                         insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
                                         generally, the enforcement of applicable creditors' rights and remedies and except as
                                         rights to indemnification and to contribution may be limited by federal or state securities
                                         laws.



 






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		ii.	Beneficial
                                         Owner. With respect to the Note (i) the Investor owns, beneficially and of record,
                                         good and marketable title to the Note, free and clear of any taxes or encumbrances; (ii)
                                         the Note is not subject to any transfer restriction, other than the restriction that
                                         the Note not been registered under the Securities Act of 1933, as amended (the “1933
                                         Act”) and, therefore, cannot be resold unless registered under the 1933 Act or
                                         in a transaction exempt from or not subject to the registration requirements of the 1933
                                         Act; (iii) the Note has not entered into any agreement or understanding with any person
                                         or entity to dispose of the Note; and (iv) at the Closing, the Investor will convey to
                                         the Company good and marketable title to the Note, free and clear of any security interests,
                                         liens, adverse claims, encumbrances, taxes or encumbrances.



 


		iii.	Accredited
                                         Investor. Such Investor is an accredited investor as defined in Rule 501(a) of Regulation
                                         D, as amended, under the 1933 Act.



 


		iv.	Purchase
                                         Entirely for Own Account. The Shares to be received by the Investor hereunder will
                                         be acquired for such Investor’s own account, not as nominee or agent, and not with
                                         a view to the resale or distribution of any part thereof in violation of the 1933 Act,
                                         and such Investor has no present intention of selling, granting any participation in,
                                         or otherwise distributing the same in violation of the 1933 Act without prejudice, however,
                                         to such Investor’s right at all times to sell or otherwise dispose of all or any
                                         part of such Shares in compliance with applicable federal and state securities laws.
                                         Nothing contained herein shall be deemed a representation or warranty by such Investor
                                         to hold the Shares for any period of time. The Investor is not a broker-dealer registered
                                         with the SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”)
                                         or an entity engaged in a business that would require it to be so registered.



 


		v.	Disclosure
                                         of Information. Such Investor has had an opportunity to receive all information related
                                         to the Company requested by it and to ask questions of and receive answers from the Company
                                         regarding the Company, its business and the terms and conditions of the offering of the
                                         Shares. Such Investor acknowledges receipt of copies of the Company’s most recent
                                         Annual Report on Form 10-K for its last fiscal year and all other reports filed by the
                                         Company pursuant to the 1934 Act since the filing of the 10-K and prior to the date hereof.



 






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		vi.	Proceedings.
                                         No proceedings relating to the Note is pending or, to the knowledge of the Investor,
                                         threatened before any court, arbitrator or administrative or governmental body that would
                                         adversely affect the Investor’s right and ability to surrender and exchange the
                                         Note.



 


		vii.	Tax
                                         Consequences. The Investor acknowledges that the contents this Agreement do not contain
                                         tax advice and Investor acknowledges that it has not relied and will not rely upon the
                                         Company with respect to any tax consequences related to the exchange of the Note and
                                         receipt of the Shares. The Investor assumes full responsibility for all such consequences
                                         and for the preparation and filing of any tax returns and elections which may or must
                                         be filed in connection with such Note and/or the exchange of the Note for the Shares.



 


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



 


		ix.	Neither
                                         the Investor nor its agent or representative has engaged any broker or finder or incurred
                                         any liability for any brokerage fees, commissions or finders’ fees in connection
                                         with the Transactions contemplated herein.



 


Section
5. MISCELLANEOUS


 


5.1 Further
Assurances. The parties to this Agreement hereby agree to execute any other documents and take any further actions which are
reasonably necessary or appropriate in order to implement the transactions contemplated by this Agreement.


 


5.2 Counterparts.
This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken
together, shall constitute one agreement.


 


5.3 Governing
Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Nevada.


 


5.4 Successors
and Assigns. This Agreement shall be binding upon the parties hereto and their respective heirs, successors and assigns, if
any, and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns, if any.


 


5.5 Legends.
The Investor understands that the Shares are characterized as “restricted securities” under the 1933 Act. The Investor
further acknowledges that if the Shares are issued to the Investor in accordance with the provisions of this Agreement, such Shares
may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Investor represents
that it is familiar with Rule 144 promulgated under the 1933 Act, as presently in effect, and understands the resale limitations
imposed thereby and by the 1933 Act. Investor acknowledges that the certificate(s) representing the Shares shall each conspicuously
set forth on the face or back thereof a legend in substantially the following form:


 






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THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED
IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


and
any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented
by the certificates with such legend.


 


5.6 Severability.
The provisions of this Agreement are severable and in the event that one or more of its provisions are deemed to be unenforceable
or invalid for any reason, such finding will not affect the enforceability or validity of any other provision of this Agreement,
which shall remain in full force and effect.


 


5.7 Public
Disclosure. The Company and the Investor agree not to issue any public statement with respect to the Investor’s investment
or proposed investment in the Company or the terms of any agreement or covenant without the other party’s prior written
consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation. The
Company agrees to reference the Investor only as “an accredited investor” and attach only a form copy this Agreement
in any of the Company’s filings with the Securities and Exchange Commission or any other public filings, except such full
disclosures as may be required under applicable law or under any applicable order, rule or regulation.


 


5.8 Waiver.
No failure or delay on the part of either party hereto in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude any other or further
exercise thereof or of any other power, right or privilege.


 


5.09
Entire Agreement. This Agreement sets forth the entire understanding of the parties
hereto and supersedes all prior agreements and understandings between the parties relating to the subject matter hereof.


 


5.10
Parties in Interest. None of the provisions of this Agreement or of any other
document relating hereto is intended to provide any rights or remedies to any person (including, without limitation, any employees
or creditors of the Company) other than the parties hereto and their respective heirs, successors and assigns, if any.


 


5.11 Authorized
Signatures. Each party to this Agreement hereby represents that the persons signing below are duly authorized to execute
this Agreement on behalf of their respective party.


 






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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.


 


	COMPANY:	BIOSOLAR,
    INC.
	 	 	 
	 	By:	 
	 	 	David Lee, Chief
    Executive Officer
	 	 	 
	INVESTOR:	 	 
	 	 	 
		By:	 


 






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EXHIBIT
A


 


CERTIFICATE
OF DESIGNATION


 


SERIES
C PREFERRED STOCK