Exhibit 4.1


 


[Conformed Copy]




 


SECURITIES
PURCHASE AGREEMENT






This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 29, 2019 (the “Effective Date”),
by and between NUTRIBAND INC., a Nevada corporation, with headquarters located at 121 South Orange Ave., Suite 1500, Orlando,
FL 32801 (the “Company”), and each buyer identified on the signature pages hereto (each, including it successors and
assigns, a “Buyer” and collectively, the “Buyers”).


 


WHEREAS:


 


A. The
Company and the Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “1933 Act”);


 


B. WHEREAS,
subject to the terms and provisions hereinafter set forth and upon the terms and subject to the limitations and conditions set
forth in the Notes (as defined below), (i) each Buyer, severally and not jointly, desires to purchase, the Company desires to
sell and issue to Buyers, convertible promissory notes each in the form attached hereto as Exhibit A (the “First Notes”)
convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”)(the
“First Closing”), and (ii) each Buyer, severally and not jointly, desires to purchase and the Company desires
to sell and issue to Buyers, one or more additional convertible promissory notes convertible into shares of Common Stock, each
in the form attached hereto as Exhibit A (the “Additional Notes” and together with the First Notes, the “Notes”)
as may mutually be agreed in additional closings as set forth in Section 1(d) below (the “Additional Closings”) (each
of the First Closing and the Additional Closings are sometimes hereinafter individually referred to as a “Closing”
and collectively as the “Closings” and this Agreement any and all documents or instruments executed or to be
executed by in connection with this Agreement, including the Notes and the Irrevocable Transfer Agent Instructions, together with
all modifications, amendments, extensions, future advances, renewals, and substitutions thereof are sometimes hereinafter individually
referred to as a “Transaction Document” and collectively as the “Transaction Documents”);
and


 


C. WHEREAS,
the aggregate principal amount of Notes sold pursuant to this Agreement shall not exceed Five Hundred Forty Thousand and No/100
United States Dollars (US$540,000.00).


 


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


 


1. PURCHASE
AND SALE OF NOTES.


 


a. Purchase
of Notes. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer, severally and
not jointly, agrees to purchase, at each Closing, and Company agrees to sell and issue to Buyers, at each Closing, a Note in the
amount of the purchase price applicable to each Closing as more specifically set forth below.


 






     


     


    

 


b. First
Closing. The First Closing of the purchase and sale of the First Notes in an aggregate principal amount of Two Hundred Seventy
Thousand and No/100 United States Dollars (US$270,000.00) for an aggregate purchase price of Two Hundred Fifty Thousand and No/100
United States Dollars (US$250,000.00), and shall take place on the Effective Date, subject to satisfaction of the conditions to
the First Closing set forth in this Agreement (the “First Closing Date”). Subject to the satisfaction (or waiver)
of the terms and conditions of this Agreement, in respect of the First Closing Date each Buyer shall purchase a First Note in
the principal amount set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers attached hereto
for a purchase price set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers hereto. Additional
Closings of the purchase and sale of the Notes shall be at such times and for such amounts as determined in accordance with Section
1(d) below, subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the “Additional
Closing Dates”, collectively, with the First Closing Date, referred to as the “Closing Dates”). The
Closings shall occur on the respective Closing Dates through the use of overnight mails and subject to customary escrow instructions
from Buyers and their respective counsel, or in such other manner as is mutually agreed to by the Company and the Buyers.


 


c. Form
of Payment. On each Closing Date, (i) each Buyer shall pay the purchase price set forth on the face thereof for a Note to
be issued and sold to such Buyer at such Closing (the “Purchase Price”) by wire transfer of immediately available
funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of such Note to such
Buyer in the principal amount set forth on the face thereof, and (ii) the Company shall deliver such duly executed Note on
behalf of the Company, to such Buyer, against delivery of such Purchase Price.


 


d. Additional
Closings. At any time after the First Closing but prior to the maturity date of any of the Notes issued in the First Closing,
the Company may request that Buyers purchase additional Notes hereunder in Additional Closings by written notice to each Buyer,
and, subject to the conditions below, each Buyer shall purchase such additional Notes in such amounts and at such times as such
Buyer and the Company may mutually agree, so long as no default or “Event of Default” (as such term is defined in
any of the Transaction Documents) shall have occurred or be continuing under this Agreement or any other Transaction Documents,
and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or
an Event of Default hereunder or thereunder; and any additional purchase of Notes beyond the purchase of Notes at the First Closing
shall have been approved by each Buyer, which approval may be given or withheld in such Buyer’s sole and absolute discretion.


 






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2. REPRESENTATIONS
AND WARRANTIES OF THE BUYERS. Each Buyer represents and warrants to the Company that:


 


a. Investment
Purpose. As of the date hereof and as of each Closing Date and as of the date of any conversion of the Notes and the date
of each exercise or conversion of the Warrants, the Buyer is purchasing the Notes and the shares of Common Stock issuable upon
conversion of or otherwise pursuant to the Notes and Warrants (including, without limitation, such additional shares of Common
Stock, if any, as are issuable (i) on account of interest on the Notes (ii) as a result of the events described in Sections
1.3 and 1.4(g) of each Note or (iii) in payment of the Standard Liquidated Damages Amount (as defined in Section 2(f) below)
pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the “Conversion Shares”
and, collectively with the Notes, the “Securities”) for its own account and not with a view towards the public sale
or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided,
however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum
or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration
statement or an exemption under the 1933 Act.


 


b. Accredited
Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D
(an “Accredited Investor”) as defined in Section (a)(3) of said Rule 501.


 


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


 


d. Information.
The Buyer and its advisors, if any, have been, and for so long as any Note remains outstanding will continue to be, furnished
with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale
of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for
so long as any Note remains outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding
the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information
unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries
nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or
affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer
understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that
may constitute a breach of any of the Company's representations and warranties made herein. The Buyer represents and warrants
that it has a preexisting relationship with the Company.


 






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e. Governmental
Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Securities.


 


f. Transfer
or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered
under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities
are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company,
at the cost of the Company, an opinion of counsel reasonably acceptable to the Company that shall be in form, substance and scope
customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be
sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the
Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a
successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance
with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the
Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer
shall have delivered to the Company, at the cost of the Company, not to exceed $300 per opinion, an opinion of counsel reasonably
acceptable to the Company that shall be in form, substance and scope customary for opinions of counsel in corporate transactions,
which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only
in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances
in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined
in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder;
and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any
state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the
foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a
bona fide margin account or other lending arrangement. Any opinion of counsel shall be accompanied by documentation relating
to the opinion. If the Company has any objections to the opinion of counsel, the Company shall advise the seller of such objection
within two (2) business days after the receipt of the opinion and supporting documentation. In the event that the Company unreasonably
fails to accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption
from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company
(or, if the Company raises questions concerning the opinion, three (3) business days after the Buyer’s counsel shall have
resolved any questions raised by the Company, the Company shall pay to the Buyer liquidated damages of three and one half percent
(3.5%) of the outstanding amount of applicable Note per day plus accrued and unpaid interest on such Note, prorated for partial
months, in cash or shares at the option of the Buyer up to a maximum of 20% of the then outstanding principal amount of the Note
(“Standard Liquidated Damages Amount”). If the Buyer elects to be pay the Standard Liquidated Damages Amount in shares
of Common Stock, such shares shall be issued at the Conversion Price (as defined in the Note) at the time of payment.


 






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g. Legends.
The Buyer understands that each Note and, until such time as the Conversion Shares have been registered under the 1933 Act or
may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date
that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and
a stop-transfer order may be placed against transfer of the certificates for such Securities):


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND
BE REASONABLY ACCEPTABLE TO THE COMPANY) IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security
upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for
sale under an effective registration statement filed under the 1933 Act and the shares are actually sold or the broker agrees
that the shares may only be sold pursuant to the registration statement or Rule 144, (b) the shares may be sold pursuant to Rule
144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately
sold, or (c) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company accompanied by such
documentation as the Company may reasonably request, in form, substance and scope customary for opinions of counsel in comparable
transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act,
which opinion shall be accepted by the Company as provided in Section 2(f) so that the sale or transfer is effected. The Buyer
agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance
with applicable prospectus delivery requirements, if any. In the event that the Company unreasonably does not accept the opinion
of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as
Rule 144 or Regulation S, at the Deadline (as such term is defined in Section 1.4(d) of the Note), it will be considered an Event
of Default pursuant to Section 3.2 of the Note.


 






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h. Authorization;
Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf
of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.


 


i. Residency.
The Buyer is organized in the jurisdiction set forth on its respective signature page.


 


3. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company makes the following representations and warranties to each Buyer, each of which
shall be true and correct in all respects as of the date of the execution and delivery of this Agreement and as of the date of
each Closing hereunder, and which shall survive the execution and delivery of this Agreement:


 


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


 






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b. Authorization;
Enforcement. (i) The Company has all requisite corporate power and authority to enter into, deliver and perform this Agreement,
the Notes and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the
terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Notes by the Company and the consummation by
it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance
and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized
by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its
shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative,
and such authorized representative is the true and official representative with authority to sign this Agreement and the other
documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution
and delivery by the Company of each Note, each of such instruments will constitute, a legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws relating to, or affecting generally,
the enforcement of creditors’ rights and remedies and except that remedies that the granting of equitable relief are in
the discretion of the court.


 


c. Capitalization. 
The authorized capital stock of the Company consists of 25,000,000 shares of Common Stock, of which approximately 5,423,956 shares
are issued and outstanding, and 10,000,000 shares of preferred stock authorized of which zero shares are issued or outstanding.
Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans,
no shares are reserved for issuance pursuant to securities (other than the Notes) exercisable for, or convertible into or exchangeable
for shares of Common Stock and the shares that may be issued upon conversion of the Notes, exercise or conversion of the Warrants
or pursuant to this Agreement, the Notes and the Warrants. All of such outstanding shares of capital stock are, or upon payment
of the exercise price of outstanding options and warrants and purchase price of the Notes and the issuance of shares of Common
Stock pursuant to the terms of the Notes, Warrants and this Agreement, will be, duly authorized, validly issued, fully paid and
non-assessable.  No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of
the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. 
Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants,
scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments
or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of
capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or
may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements
or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities
under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the
Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion
Shares.  The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation
as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the
date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the
Company and the material rights of the holders thereof in respect thereto.  The Company shall provide the Buyer with a written
update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.


 






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d. Issuance
of Shares. The issuance of each Note is duly authorized and, upon issuance in accordance with the terms of this Agreement,
will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and
other encumbrances with respect to the issue thereof. The Conversion Shares are duly authorized and reserved for issuance and,
upon conversion of each Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and
free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights
or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.


 


e. Acknowledgment
of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance
of the Conversion Shares upon conversion of each Note. The Company further acknowledges that its obligation to issue Conversion
Shares upon conversion of each Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the
dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.


 


f. No
Conflicts. The execution, delivery and performance of this Agreement and the Notes by the Company and the consummation by
the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for
issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of
Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default
(or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company
or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the
Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset
of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither
the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents
and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time
or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries
has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which
any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not,
individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any,
are not being conducted, and shall not be conducted so long as any Buyer owns any of the Securities, in violation of any law,
ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under
the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order
of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or
stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement, the
Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and to issue
the Conversion Shares upon conversion of the Note. All consents, authorizations, orders, filings and registrations which the Company
is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company
is not in violation of the listing requirements of the Over-the-Counter Bulletin Board (the “OTCBB”), the OTCQB or
any similar quotation system, and does not reasonably anticipate that the Common Stock will be delisted by the OTCBB, the OTCQB
or any similar quotation system, in the foreseeable future nor are the Company's securities “chilled” by DTC. The
Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.


 






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g. SEC
Documents; Financial Statements. The Company has filed all quarterly and annual reports required to be filed by it with the
SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all
of the foregoing, together with all other filings made by the Company with the SEC prior to the date hereof and all exhibits included
therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference
therein, being hereinafter referred to herein as the “SEC Documents”). The Company has delivered to each Buyer true
and complete copies of the SEC Documents, except for such exhibits and incorporated documents, and except as such Documents are
available EDGAR filings on the SEC’s sec.gov website. As of their respective dates, the SEC Documents complied in all material
respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the
SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading except as disclosed in the SEC Filings or to the extent
that such information has been updated or corrected in a subsequent SEC Filing. None of the statements made in any such SEC Documents
is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated
in subsequent filings prior the date hereof). As of their respective dates, the most recent financial statements of the Company
included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto. Such audited financial statements have been prepared in accordance with
United States generally accepted accounting principles, consistently applied (“GAAP”), and such interim financial
statements were prepared in accordance with Rule 8-03 of Regulation S-X, and fairly present in all material respects the consolidated
financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their
operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)
in accordance with GAAP or Rule 8-03. Except as set forth in the most recent financial statements of the Company included in the
SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course
of business subsequent to September 13, 2019, and (ii) obligations under contracts and commitments incurred in the ordinary course
of business and not required under generally accepted accounting principles to be reflected in such financial statements, which,
individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company
is subject to the reporting requirements of the 1934 Act. For the avoidance of doubt, filing of the documents required in this
Section 3(g) via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) shall satisfy
all delivery requirements of this Section 3(g).


 






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h. Absence
of Certain Changes. Since September 13, 2019, there has been no material adverse change and no material adverse development
in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act
reporting status of the Company or any of its Subsidiaries.


 


i. Absence
of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such,
that could have a Material Adverse Effect except as disclosed in the SEC Filings. The Company and its Subsidiaries are unaware
of any facts or circumstances which might give rise to any of the foregoing.


 


j. Patents,
Copyrights, etc. To the knowledge of the Company, the Company and each of its Subsidiaries owns or possesses the requisite
licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark
applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable
it to conduct its business as now operated (and, as presently contemplated to be operated in the future). Except as disclosed
in the SEC Documents, there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s
knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary
to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best
of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes
do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances
which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures
to protect the secrecy, confidentiality and value of their Intellectual Property.


 






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k. No
Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or
other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers
has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party
to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse
Effect.


 


l. Tax
Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax
returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the
Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or
determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on
its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns,
reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any
jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with
respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None
of the Company’s tax returns is presently being audited by any taxing authority.


 


m. Certain
Transactions. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments
in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from
third parties and other than the grant of stock options disclosed in the SEC Filings, none of the officers, directors, or employees
of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as
employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services
to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any
officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, except for
transactions approved by the audit committee of the Board of Directors.


 


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


 






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o. Acknowledgment
Regarding each Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely
in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The
Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to this Agreement and the transactions contemplated hereby and any statement made by a Buyer or any of its respective
representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation
and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to each Buyer that the
Company’s decision to enter into this Agreement has been based solely on the independent evaluation by the Company and its
representatives.


 


p. No
Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would
require registration under the 1933 Act of the issuance of the Securities to the Buyers. The issuance of the Securities to the
Buyers will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes
of any shareholder approval provisions applicable to the Company or its securities. In making this representation, the Company
is relying upon the representations of each Buyer in this Agreement.


 


q. No
Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction
fees or similar payments relating to this Agreement or the transactions contemplated hereby.


 


r. Permits;
Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its
properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there
is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company
Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company
Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect. Since September 13, 2019, neither the Company nor any of its Subsidiaries has received
any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to
possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.


 






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s. Environmental
Matters.


 


(i) There
are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company,
no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions,
activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental
liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal,
state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of
the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing.
The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection
of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals,
pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the
environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


(ii) Other
than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained
on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials
were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during
the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the
Company’s or any of its Subsidiaries’ business.


 


(iii) There
are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries
that are not in compliance with applicable law.


 


t. Title
to Property. The Company and its Subsidiaries do not own any real property. Any real property and facilities held under lease
by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would
not have a Material Adverse Effect.


 


u. Internal
Accounting Controls. As reported in the SEC Filings, the Company’s internal controls over financial reporting contain
material weaknesses and the disclosure controls and procedures are not effective.


 






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v. Foreign
Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person
acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any
corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity;
made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds;
violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


w. [Intentionally
Deleted]


 


x. No
Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.


 


y. 
Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses
in which the Company and its Subsidiaries are engaged consistent with its financial condition. Neither the Company nor any such
Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would
not have a Material Adverse Effect. Upon written request the Company will provide to each Buyer true and correct copies of all
policies relating to directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general
liability coverage.


 


z. Bad
Actor. No officer or director of the Company is disqualified under Rule 506(d) of the Securities Act as amended
on the basis of being a “bad actor” as that term is established in the September 19, 2013 Small Entity Compliance
Guide published by the SEC.


 


aa.Shell
Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer,
or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company
has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will
instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept
such opinion from a Buyer’s counsel.


 


bb.
No-Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any
of its Subsidiaries and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in
its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 






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cc.Manipulation
of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly, any
action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased,
or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any
compensation for soliciting another to purchase any other securities of the Company.


 


dd.Sarbanes-Oxley
Act. The Company and each Subsidiary is in material compliance with all applicable requirements of the Sarbanes-Oxley Act
of 2002 that are effective as of the date hereof, and all applicable rules and regulations promulgated by the SEC thereunder that
are effective as of the date hereof except as disclosed in Section.3(u).


 


ee.Employee
Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any
member of a union. The Company believes that its and its Subsidiaries’ relations with their respective employees are good.
No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of
its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary
or otherwise terminate such officer’s employment with the Company or any such Subsidiary. To the knowledge of the Company,
no executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation
of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition
agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive
officer or other key employee (as the case may be) does not subject the Company or any of its Subsidiaries to any liability with
respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all federal, state, local and
foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment
and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.


 


ff.Breach
of Representations and Warranties by the Company. The Company agrees that if during the period that the Notes are outstanding,
the Company breaches the representations or warranties set forth in this Section 3 such that the breach represent a material breach
of the representations and warranties contained in this Section 3 taken as a whole, it shall be considered an Event of Default
under Section 3.5 of the Note, the Company shall pay to the Buyers the Standard Liquidated Damages Amount in cash or in shares
of Common Stock at the option of the Company, until such breach is cured; but in no event more than 20% of the principal amount
of the Notes then outstanding. If the Company elects to pay the Standard Liquidated Damages Amounts in shares of Common Stock,
such shares shall be issued at the Conversion Price at the time of payment.


 






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4. COVENANTS.


 


a. Best
Efforts. The parties shall use their commercially reasonable best efforts to satisfy timely each of the conditions described
in Section 7 and 8 of this Agreement.


 


b. Form
D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to
provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before each Closing Date, take such
action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers at the applicable
closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States
(or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer on or
prior to such Closing Date.


 


c. Use
of Proceeds. The Company shall not use the proceeds from the sale of the Notes, directly or indirectly, for any loan to or
investment in any other corporation, partnership, enterprise or other person (except in connection with its currently existing
direct or indirect Subsidiaries).


 


d. Right
of First Refusal. Unless it shall have first delivered to each Buyer, at least seventy two (72) hours prior to the closing
of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions
thereof, and providing each Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase
its pro rata share of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering
(the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First
Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including
debt with an equity component) (“Future Offerings”) during the period beginning on First Closing Date and ending twelve
(12) months following the later of (i) the First Closing Date and (ii) each subsequent Additional Closing Date. In the event the
terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyers concerning
the proposed Future Offering in a manner which is favorable to the purchaser, the Company shall deliver a new notice to each Buyer
describing the amended terms and conditions of the proposed Future Offering and each Buyer thereafter shall have an option during
the one (1) business day period following delivery of such new notice to purchase its pro rata share of the securities being offered
on the same terms as contemplated by such proposed Future Offering, as amended. In the event the Company does not provide the
Buyer with the require time, the Buyer shall have the right, within seventy two hours of the date of the notice, to purchase their
pro rata share of the Future Offering on the same terms as the purchasers in Future Offering. The foregoing sentence shall apply
to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply
to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous
offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants
or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial
relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board
(iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic
partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition
or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance
of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding
as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company
stock option or restricted stock plan approved by the directors of the Company.


 






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e. Financial
Information. The Company agrees to send or make available the following reports to each Buyer until such Buyer transfers,
assigns, or sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy of its Annual Report
on Form 10-K its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within one (1) day after release,
copies of all press releases issued by the Company or any of its Subsidiaries; and (iii) contemporaneously with the making
available or giving to the shareholders of the Company, copies of any notices or other information the Company makes available
or gives to such shareholders. For the avoidance of doubt, filing the documents required in (i) or (iii) above via EDGAR or releasing
any documents set forth in (ii) above via a recognized wire service shall satisfy the delivery requirements of this Section 4(e).


 


f. Listing.
The Company shall use its commercially reasonable efforts to listing of the Conversion Shares upon each national securities exchange
or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance)
and, so long as any Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so
listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain
and, so long as any Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCBB, OTCQB,
OTC Pink or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market
(“Nasdaq SmallCap”), the New York Stock Exchange (“NYSE”), or the NYSE MKT and will comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or rules of such exchanges, as applicable. The
Company shall promptly provide to each Buyer copies of any material notices it receives from the OTCBB, OTCQB and any other exchanges
or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing
on such exchanges and quotation systems. The Company shall pay any and all fees and expenses in connection with satisfying its
obligation under this Section 4(f). Nothing in this Section 4(f) shall be construed to require the Company to deliver to the Buyer
any notices or correspondence relating to the initial listing of the Company’s common stock on the Nasdaq Capital Market.


 






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g. Corporate
Existence. So long as any Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not
sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or
substantially all of the Company’s assets, where the surviving or successor entity in such transaction assumes the Company’s
obligations hereunder and under the agreements and instruments entered into in connection herewith. In the event that the surviving
entity is not a company whose stock is not publicly traded, it shall be a condition to the consummation of the transaction that
the Notes be paid at the closing.


 


h. No
Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of
the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval
provision applicable to the Company or its securities.


 


i. Failure
to Comply with the 1934 Act. So long as any Buyer beneficially owns any Note, the Company shall comply with the quarterly
and annual reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements
of the 1934 Act.


 


j. Trading
Activities. No Buyer nor its affiliates has an open short position (or other hedging or similar transactions) in the Common
Stock of the Company and each Buyer agrees that it shall not, and that it will cause its affiliates not to, engage in any short
sales of or hedging transactions with respect to the Common Stock of the Company.


 


k. Restriction
on Activities. Commencing as of the date first above written, and until the sooner of the six month anniversary of the date
first written above or payment of the Note in full, or full conversion of the Note, the Company shall not, directly or indirectly,
without each Buyer’s prior written consent, which consent shall not be unreasonably withheld: (a) change the nature of its
business; (b) sell, divest, acquire, change the structure of any material assets other than in the ordinary course of business;
or (c) solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with any other person or entity
in respect of any variable rate debt transactions (i.e., transactions were the conversion or exercise price of the security issued
by the Company varies based on the market price of the Common Stock) above $500,000, whether a transaction similar to the one
contemplated hereby or any other investment.


 


l. Legal
Counsel Opinions. Upon the request of a Buyer from to time to time, the Company shall be responsible (at the Company’s
cost) for promptly (within ten (10) business days from such Buyer’s request) supplying to the Company’s transfer agent
and the requesting Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect
that the sale of Conversion Shares by such Buyer or its affiliates, successors and assigns is exempt from the registration requirements
of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied). Should the Company’s legal counsel
fail for any reason to issue the Legal Counsel Opinion, such Buyer may (at the Company’s cost) secure another legal counsel
to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion.


 






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m. Par
Value. If the closing bid price at any time a Note is outstanding falls below $0.001 for five (5) consecutive
trading days, the Company shall seek stockholder approval of an amendment to the Company’s certificate of incorporation
to reduce the par value of its Common Stock to $0.0001 or less.


 


n. Breach
of Covenants. The Company agrees that if the Company breaches any of the covenants set forth in this Section 4 in any material
respect, and in addition to any other remedies available to the Buyers pursuant to this Agreement, it will be considered an Event
of Default under Section 3.4 of the Notes, the Company shall pay to each Buyer the Standard Liquidated Damages Amount in cash
or in shares of Common Stock at the option of the Buyer but not more than 20% of the principal amount then outstanding of the
Notes, until such breach is cured. If a Buyer elects to receive the Standard Liquidated Damages Amounts in shares of Common Stock,
such shares shall be issued at the Conversion Price at the time of payment.


 


o. Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered
in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by such Buyer
to the Company upon conversion of the Notes in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). 
In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of
such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the this
Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed
by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act
or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities
as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in
Section 2(g) of this Agreement.  The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent
Instructions referred to in this Section, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of
the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares
may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then
be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable
on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct
its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing) (electronically
or in certificated form) any certificate for Conversion Shares to be issued to a Buyer upon conversion of or otherwise pursuant
to the Notes as and when required by the Notes and this Agreement; and (iii) it will not fail to remove (or directs its transfer
agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw
any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to a Buyer upon conversion
of or otherwise pursuant to the Notes as and when required by the Note and this Agreement.  Nothing in this Section shall
affect in any way a Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus
delivery requirements, if any, upon re-sale of the Securities.  If a Buyer provides the Company, at the cost of the Company
not to exceed $300, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions
accompanied by appropriate supporting documentation, to the effect that a public sale or transfer of such Securities may be made
without registration under the 1933 Act and such sale or transfer is effected or (ii) a Buyer provides reasonable assurances that
the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares,
promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such
denominations as specified by such Buyer.  The Company acknowledges that a breach by it of its obligations hereunder will
cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transactions contemplated hereby.  Accordingly,
the Company acknowledges that the remedy at law for a breach of its obligations under this Section may be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions of this Section, that each Buyer shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without
the necessity of showing economic loss and without any bond or other security being required.


 






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p. Transaction
Expense Amount; Original Issue Discount. Upon the First Closing, the Company shall pay US$3,500.00 to the Buyers’ legal
counsel for preparation of the Transaction Documents (the “Transaction Expense Amounts”). The Transaction Expense
Amounts shall be offset against the proceeds of the First Notes and shall be paid to the Buyers’ legal counsel upon the
execution hereof. Additionally, the Company shall pay to each Buyer an original issue discount in the amount of US$10,000.00 (the
“OID”). The OID has been added to the Principal Amount of the First Notes and as such the Aggregate Principal Amount
of the First Notes is US$270,000.00.


 


q. Issuance
of Common Stock Purchase Warrant to Buyer. As additional consideration for the Buyer loaning the Purchase Price to the Company,
the Company shall issue to each Buyer, or designees of each Buyer, common stock purchase warrants to purchase 25,000 shares of
Common Stock of the Company at an exercise price equal as set forth in such warrant (subject to adjustment as set forth in the
Warrants) expiring three years from the Issue Date (substantially in the form attached hereto as Exhibit B, the “Warrants”
and each, a “Warrant”). The Warrants shall be issued and delivered to each Buyer on the Closing Date.


 






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r. Additional
Expenses. In addition to the Transaction Expense Amounts, the Company shall reimburse Buyers for any and all expenses incurred
by them in connection with the performance of the Transaction Documents, including, without limitation, reasonable attorneys’
and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments
or modifications of the Transaction Documents or any consents or waivers of provisions in the Transaction Documents, fees for
the preparation of opinions of counsel, and costs of restructuring the transactions contemplated by the Transaction Documents.
When possible, the Company must pay these fees directly, including, but not limited to, any and all wire fees, otherwise the Company
must make immediate payment for reimbursement to each Buyer for all fees and expenses immediately upon written notice by such
Buyer or the submission of an invoice by such Buyer.


 


s. Registration
Rights. The Company shall, within three months after written demand of either Buyer, which shall be given not earlier than
six months after the effective date of the registration statement relating to the Company’s proposed public offering, file
with the SEC a registration statement under the 1933 Act (the “Registration Statement”) covering the maximum number
of Registrable Securities (in any event equal to at least the Reserved Amount (as defined in the Notes)) as shall be permitted
to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of
such Registrable Securities by the Buyers, including but not limited to under Rule 415 under the 1933 Act at then prevailing market
prices (and not fixed prices), subject to the aggregate number of authorized shares of the Company’s Common Stock then available
for issuance in its Certificate of Incorporation; provided, however, that in the event that the Company’s pending registration
statement shall not have been declared effective within three (3) months from the date of this Agreement, such demand may be given
at any time after the expiration of such three (3) month period. Each Buyer and its counsel shall have a reasonable opportunity
to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any
related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments.
Each Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the
Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within 120
days from filing), provided, however, that such 120-day period shall be extended by up to 60 days to the extent that the SEC raises
questions concerning the structure of the Notes. The Company shall keep the Registration Statement effective, including but not
limited to pursuant to Rule 415 promulgated under the 1933 Act and available for the resale by the Buyers of all of the Registrable
Securities covered thereby at all times until the earlier of (i) the date as of which the Buyers may sell all of the Registrable
Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Buyers shall
have sold all the Registrable Securities covered thereby (the "Registration Period"). The Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of
the circumstances in which they were made, not misleading.


 






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For purposes of this Agreement, “Registrable Securities” shall mean all of the shares of Common Stock into which the
Warrants are exercisable into, which have been, or which may, from time to time be issued (without regard to any limitation or
restriction on purchases), shares of Common Stock issued to the Buyers as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise, without regard to any limitation on purchases under this Agreement.


 


t. Increase
Authorized Common Stock. The Company shall as soon as practical, but in no event later than 90 days following the date hereof,
amend the Company’s articles of incorporation and take any and all such other steps as are necessary and appropriate in
order to increase the Company’s authorized common stock to 250,000,000 shares.


 


5. CONDITIONS
PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell a Note to
a Buyer at a Closing is subject to the satisfaction, at or before each Closing Date of each of the following conditions thereto,
provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole
discretion:


 


a. Such
Buyer shall have executed this Agreement and delivered the same to the Company.


 


b. Such
Buyer shall have delivered its respective portion of the Purchase Price in accordance with Section 1(b) above.


 


c. The
representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as
of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date),
and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date.


 


d. No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 






    22


     


    

 


6. CONDITIONS
PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE.


 


a. The
obligation of each Buyer hereunder to purchase a First Note at the First Closing is subject to the satisfaction, at or before
the First Closing Date of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit
and may be waived by a Buyer at any time in its sole discretion:


 


(i) The
Company shall have executed one or more copy of this Agreement and delivered the same to each Buyer.


 


(ii) The
Board of Directors of the Company shall have approved by Unanimous Written Consent (the “Consent”) the Issuance and
transactions contemplated by this Agreement and the First Notes and the Company shall have delivered a copy of such fully executed
Consent to each Buyer.


 


(iii) The
Company shall have delivered to each Buyer its respective duly executed First Note (in such denominations as such Buyer shall
request) and in accordance with Section 1(b) above.


 


(iv) The
Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer that is majority-in-interest holder of
the outstanding Notes, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent and a copy
of such fully executed Irrevocable Transfer Agent Instructions shall have been delivered to each Buyer.


 


(v) The
representations and warranties of the Company shall be true and correct in all material respects as of the date when made and
as of the First Closing Date as though made at such time (except for representations and warranties that speak as of a specific
date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing
Date. Each Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated
as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer
including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board
of Directors’ resolutions relating to the transactions contemplated hereby.


 


(vi) No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


(vii) No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not
limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act
reporting obligations.


 






    23


     


    

 


(viii) The
Conversion Shares shall have been authorized for quotation on the OTCBB, OTCQB, OTC Pink or any similar quotation system and trading
in the Common Stock on the OTCBB, OTCQB or any similar quotation system shall not have been suspended by the SEC or the OTCBB,
OTCQB, OTC Pink or any similar quotation system.


 


(ix) Each
Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the First Closing Date.


 


(x) Each
Buyer shall have received the Warrants as set forth herein.


 


b. The
obligation of each Buyer hereunder to purchase Additional Notes at any Additional Closing is subject to the satisfaction, at or
before applicable Additional Closing Date of each of the following conditions, provided that these conditions are for such Buyer’s
sole benefit and may be waived by a Buyer at any time in its sole discretion:


 


(i) The
Company and the each Buyer shall have executed the Transaction Documents applicable to the Additional Closing and delivered copies
of the same to each Buyer, and the Company’s Board of Directors shall have approved the reservation of shares of Common
Stock issuable upon conversion of the Additional Notes and the Warrants issuable in connection therewith.


 


(ii) The
representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any
of such representations and warranties are already qualified as to materiality in Section 2 above, in which case, such representations
and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the
Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date)
and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date.


 


(iii) No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect.


 


(iv) No
default or Event of Default shall have occurred and be continuing under this Agreement or any other Transaction Documents, and
no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event
of Default under this Agreement or any other Transaction Documents.


 






    24


     


    

 


(v) The
Company shall have executed such other agreements, certificates, confirmations or resolutions as each Buyer may require to consummate
the transactions contemplated by this Agreement and the Transaction Documents.


 


7. GOVERNING
LAW; MISCELLANEOUS.


 


a. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to
principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement, the Notes or any other agreement, certificate, instrument or document contemplated hereby shall be brought
only in the state courts of County of New York in the State of New York, in the federal courts located in the Southern District
of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION
DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. If either party prevails on substantially all issues in dispute,
the prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event
that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under
any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith
and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably
waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this
Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any other manner permitted by law.


 


b. Counterparts;
Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto
by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 






    25


     


    

 


c. Construction;
Headings.  This Agreement shall be deemed to be jointly drafted by the Company and the Buyers and shall not be construed
against any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form
part of, or affect the interpretation of, this Agreement.


 


d. Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


e. Entire
Agreement; Amendments. This Agreement, the Notes and the instruments referenced herein contain the entire understanding of
the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor the Buyers makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the Buyer the majority in interest
holder of the outstanding Notes.


 


f. Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery or email addressed as set forth below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a)
upon hand delivery or receipt of delivery by email, at the address or number designated below (if delivered on a business day
during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of
such mailing, whichever shall first occur. The addresses for such communications shall be:


 


If
to the Company, to:


 


Nutriband
Inc.


121
South Orange Ave., Suite 1500


Orlando,
Florida 32801


Attn:
Gareth Sheridan


Email:
gareth@nutriband.com


 


If
to a Buyer, to the address set forth on its respective signature page hereto.


 






    26


     


    

 


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


 


g. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.
Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, subject to Section 2(f), a Buyer may assign its rights hereunder to
any person that purchases Securities in a private transaction from such Buyer or to any of its “affiliates,” as that
term is defined under the 1934 Act, without the consent of the Company.


 


h. Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


i. Survival.
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the
closing hereunder not withstanding any due diligence investigation conducted by or on behalf of the Buyers. The Company agrees
to indemnify and hold harmless each Buyer and all their officers, directors, employees and agents for loss or damage arising as
a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants
set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as
they are incurred.


 


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


 


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


 


l. Remedies.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for
a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach
by the Company of the provisions of this Agreement, that each Buyer shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing
economic loss and without any bond or other security being required.


 






    27


     


    

 


m. Publicity.
The Company, and each Buyer shall have the right to review a reasonable period of time before issuance of any press releases,
SEC, OTCQB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided,
however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC,
OTCQB (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law
and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release
and shall be provided with a copy thereof and be given an opportunity to comment thereon).


 


n. Indemnification.
In consideration of each Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in
addition to all of the Company’s other obligations under this Agreement or the Notes, the Company shall defend, protect,
indemnify and hold harmless each Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect
investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained
in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against
any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder
is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred
by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation
or warranty made by the Company in this Agreement or the Notes or any other agreement, certificate, instrument or document contemplated
hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement or the Notes
or any other agreement, certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or
claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf
of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of this Agreement
or the Notes or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii) any transaction
financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or
(iii) the status of the Buyers or holder of the Securities as an investor in the Company pursuant to the transactions contemplated
by this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible
under applicable law.


 


[signature
page follows]


 






    28


     


    

 



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


 


	NuTRIBAND INC.	 
	 	 
	By: 	/s/ Gareth Sheridan	 
	Name:	Gareth Sheridan	 
	Title:	 Chief Executive Officer	 


 




 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE(S) FOR BUYER(S) FOLLOW]


 






    29


     


    

 


[Conformed Copy]


 





BUYER
SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the Execution Date.


Name
of Buyer: Jefferson Street Capital LLC, a New Jersey limited liability company


	Signature of
Authorized Signatory of Buyer:   	/s/
                                         Brian Goldberg	 



Name
of Authorized Signatory: Brian Goldberg


Title
of Authorized Signatory: Managing Member


 


Subscription
Amount/Principal Amount of Notes: $135,000


Purchase
Prices of Notes: $125,000


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[SIGNATURE
PAGES CONTINUE]


 






    30


     


    

 


BUYER
SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the Execution Date.


Name
of Buyer: Platinum Point Capital LLC


A
[jurisdiction][type or entity]


 


	Signature of Authorized Signatory of Buyer:  	/s/ Brian Freifeld	 
	Name of Authorized Signatory:	Brian Freifeld	 
	Title of Authorized Signatory:	President	 



 


Subscription
Amount/Principal Amount of Notes: $135,000


Purchase
Prices of Notes: $125,000


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[SIGNATURE
PAGES CONTINUE]


 






    31


     


    


 


SCHEDULE OF BUYERS


 


	(1)	 	(2)	 	 	(3)	 	 	 	(4)	 
	Buyer	 	Address and E-mail	 	 	Principal
                                         Amount of First Note
	 	 	 	Purchase
                                         Price of First Note
	 
	Platinum Point Capital LLC	 	Platinum Point Capital LLC 
211 East 43rd Street., Suite 626 
New
    York, NY 10017 
Attn: Brian Freifeld, President	 	 	US$135,000.00	 	 	 	US$125,000.00	 
	Jefferson Street Capital LLC	 	720 Monroe Street, Suite 401B 
Hoboken, New Jersey 07030 
Attn:
    Brian Goldberg, Managing Member 
brian@jeffersonstreetcapital.com	 	 	US$135,000.00	 	 	 	US$125,000.00	 






 






    32


     


    

 


Exhibit
A


 


Note


 


See
attached


 






    33


     


    

 


Exhibit
B


 


Warrants


 


See
attached


 


 


34