SECURITIES
PURCHASE AGREEMENT


 


SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of January 26, 2017, by and among Enerpulse Technologies,
Inc., a Nevada corporation, with headquarters located at 2451 Alamo Ave. NE, Albuquerque, New Mexico 87106 (the “Company”),
and Passaic River Capital LLC (the “Buyer”).


 


WHEREAS:


 


A.
The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of
Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the 1933 Act.


 


B.
The Company has authorized a new series of senior secured convertible notes of the Company, in substantially the form attached
hereto as Exhibit A (the “Offered Notes”), which Offered Notes shall be convertible into the Company’s
common stock, par value $0.001 per share (the “Common Stock”) (the shares of Common Stock issuable pursuant
to the terms of the Offered Notes, including, without limitation, upon conversion as payment of interest or otherwise, collectively,
the “Conversion Shares”), in accordance with the terms of the Offered Notes.


 


C.
At the Initial Closing (as defined below), the Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions
stated in this Agreement, that aggregate principal amount of Initial Notes (as defined below) set forth opposite the Buyer’s
name in column (3) on the Schedule of Buyers attached hereto.


 


D.
Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration
Rights Agreement, substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”),
pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as
defined in the Registration Rights Agreement) under the 1933 Act and the rules and regulations promulgated thereunder, and applicable
state securities laws.


 


E.
The Offered Notes will rank senior to all outstanding and future indebtedness of the Company (other than Permitted Senior Indebtedness)
(as defined in the Offered Notes) and pari passu with the 10% Senior Secured Convertible Notes issued to the Buyer on July
27, 2016, will be guaranteed by all direct and indirect U.S. Subsidiaries (as defined in Section 3(a)) of the Company, currently
formed or formed in the future, as evidenced by a guaranty agreement, in the form attached hereto as Exhibit D (as amended
or modified from time to time in accordance with its terms, the “Guaranty Agreement”), and assuming the Collateral
Agent (as defined below) takes the proper and necessary steps to perfect the security interest immediately following the Initial
Closing Date or the Additional Closing Date, as the case may be, will be secured by a first priority perfected security interest,
subject to Permitted Liens (as defined in the Offered Notes) which may have priority over such security interest to the extent
such Permitted Liens are expressly subordinated to such security interest or are subordinated as a matter of law to such security
interest, in all of the current and future assets of the Company and all direct and indirect U.S. Subsidiaries of the Company,
currently formed or formed in the future, and a pledge of 65% of the capital stock of any direct foreign subsidiary of the Company,
currently formed or formed in the future, as evidenced by a pledge and security agreement, substantially in the form attached
hereto as Exhibit E, (as amended or modified from time to time in accordance with its terms, the “Security Agreement”).


 




    	 	 	 



    	 		 



    


 


F.
The Offered Notes and the Conversion Shares are collectively are referred to herein as the “Securities”.


 


G.
Contemporaneously with this execution and delivery of this Agreement, the Company will execute and deliver one or more securities
purchase agreements (the “Other Securities Purchase Agreements”) with other investors to purchase the Company’s
15% Senior Subordinated Secured Convertible Notes due 2020 (the “Other Notes”).


 


H.
NOW, THEREFORE, the Company and the Buyer hereby agree as follows:


 


1.
PURCHASE AND SALE OF OFFERED NOTES.


 


(a)
Purchase of Offered Notes.


 


(i)
Initial Closing. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company
shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company, on the Initial Closing Date (as defined
below), a principal amount of Offered Notes (the “Initial Notes”) as is set forth opposite the Buyer’s
name in column (3) on the Schedule of Buyers. The initial closing hereunder (the “Initial Closing”) shall take
place at 10:00 a.m., New York City time, on or prior to January 26, 2017 (the “Initial Closing Date”) after
notification of satisfaction (or waiver) of the conditions to the Initial Closing set forth in Sections 5 and 6 hereof at the
offices of Troutman Sanders LLP, 875 Third Avenue, New York, New York 10022 or such other location as is mutually agreed by the
Company and the Buyers.


 


(ii)
Additional Closings. After the Initial Closing, additional Offered Notes in the aggregate principal amount of up to $112,500
(the “Additional Notes”) shall be issued and sold to the Buyer (at its sole election) at one or more additional
closings (each a “Additional Closing” and all Additional Closings and the Initial Closing, together, the “Closings”).
Each Additional Closing shall take place at 10:00 a.m., New York City time, on such date (each such date, a “Additional
Closing Date”) as is mutually agreed to by the Company and Buyer but in no event after June 30, 2017, after notification
of satisfaction (or waiver), of the conditions to the Subsequent Closing set forth in Sections 5 and 6 hereof at the offices of
Troutman Sanders LLP, 875 Third Avenue, New York, New York 10022 or such other location as is mutually agreed by the Company and
Buyer being sold in the Additional Closing in question.


 


(b)
Purchase Price. The aggregate purchase price for the Offered Notes to be purchased by the Buyer at the Initial Closing
and each Additional Closing, as the case may be (the “Purchase Price”), shall be the amount set forth opposite
the Buyer’s name in column (5) of the Schedule of Buyers. The Buyer shall pay $1,000 for each $1,000 of principal amount
of Offered Notes, to be purchased by the Buyer at the Initial Closing or the Additional Closing, as the case may be.


 




    	 	- 2 -	 



    	 		 



    


 


(c)
Form of Payment.


 


(i)
On the Initial Closing Date, (i) the Buyer shall pay the Purchase Price to the Company for the Initial Notes to be issued and
sold to the Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with the Company’s
written wire instructions and (ii) the Company shall deliver to the Buyer the Initial Notes (allocated in the principal amounts
as the Buyer shall request) which the Buyer is then purchasing hereunder, duly executed on behalf of the Company and registered
in the name of the Buyer or its designee.


 


(ii)
On each Additional Closing Date, (i) the Buyer shall pay the Purchase Price to the Company for the Additional Notes to be issued
and sold to the Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Company’s
written wire instructions and (ii) the Company shall deliver to the Buyer the Additional Notes (allocated in the principal amounts
as the Buyer shall request) which the Buyer is then purchasing hereunder, duly executed on behalf of the Company and registered
in the name of the Buyer or its designee.


 


2.
BUYER’S REPRESENTATIONS AND WARRANTIES. The Buyer represents and warrants to the Company that:


 


(a)
No Public Sale or Distribution. The Buyer is (i) acquiring the Offered Notes, and (ii) upon conversion of the Offered Notes
will acquire the Conversion Shares issuable pursuant to the Offered Notes, for its own account and not with a view towards, or
for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted 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. The Buyer is acquiring the Securities hereunder
in the ordinary course of its business. The Buyer does not presently have any agreement or understanding, directly or indirectly,
with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.


 


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


 


(c)
Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance on specific
exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying
in part upon the truth and accuracy of, and the 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.


 




    	 	- 3 -	 



    	 		 



    


 


(d)
Information. The Buyer and its advisors, if any, have been 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 that have been requested by the Buyer.
The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries
nor any other due diligence investigations conducted by the Buyer or its advisors, if any, or its representatives shall modify,
amend or affect the Buyer’s right to rely on the Company’s representations and warranties contained herein. The Buyer
understands that its investment in the Securities involves a high degree of risk. The Buyer has sought such accounting, legal
and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.


 


(e)
No Governmental Review. The Buyer understands that no United States federal or state agency or any other government or
governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of
the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(f)
Transfer or Resale. The Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities
have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold,
assigned or transferred unless (A) such Securities have been sold pursuant to a registration statement declared effective by the
Securities and Exchange Commission, (B) the Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably
acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred
pursuant to an exemption from such registration, or (C) the Buyer provides the Company with reasonable assurance that such Securities
can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor
rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may
be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the 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 the Securities under
the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. 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 and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities
hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise
make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including,
without limitation, this Section 2(f).


 




    	 	- 4 -	 



    	 		 



    


 


(g)
Legends. The Buyer understands that the certificates or other instruments representing the Offered Notes and the stock
certificates representing the Conversion Shares, except as set forth below, shall bear any legend as required by the “blue
sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed
against transfer of such stock certificates):


 


[NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (B) AN OPINION OF COUNSEL, 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 the Securities
upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust
Company (“DTC”), if (i) such Securities have been sold pursuant to a registration statement that has been declared
effective by the Securities and Exchange Commission, (ii) in connection with a sale, assignment or other transfer, such holder
provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that such sale, assignment or transfer
of the Securities may be made without registration under the applicable requirements of the 1933 Act, (iii) the Securities are
then eligible to be sold, assigned or transferred pursuant to Rule 144 without restriction or limitation pursuant to Rule 144
and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto), or (iv) the Securities have been
sold, assigned or transferred pursuant to Rule 144 or Rule 144A. The Company shall be responsible for the fees of its transfer
agent and all DTC fees associated with such issuance.


 


(h)
Validity; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed
and delivered on behalf of the Buyer and shall constitute the legal, valid and binding obligations of the Buyer enforceable against
the Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity
or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and remedies.


 




    	 	- 5 -	 



    	 		 



    


 


(i)
No Conflicts. The execution, delivery and performance by the Buyer of this Agreement and the Registration Rights Agreement
and the consummation by the Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the
organizational documents of the Buyer or (ii) conflict with, or constitute a default (or an event which with notice or lapse of
time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Buyer is a party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws) applicable to the Buyer, except in the case of clauses
(ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the ability of the Buyer to perform its obligations hereunder.


 


(j)
Residency. The Buyer is a resident of that jurisdiction specified below its address on the Schedule of Buyers.


 


(k)
Independent Evaluation. The Buyer confirms and agrees that it has independently evaluated the merits of its decision to
purchase the Securities.


 


(l)
Acknowledgement of Risk. The Buyer acknowledges and understands that its investment in the Securities involves a significant
degree of risk, including, without limitation, (i) the Company remains an early stage business with limited operating history
and requires substantial funds in addition to the proceeds from the sale of the Securities; (ii) an investment in the Company
is speculative, and only purchasers who can afford the loss of their entire investment should consider investing in the Company
and the Securities; (iii) the Buyer may not be able to liquidate its investment; (iv) transferability of the Securities is limited;
(v) in the event of a disposition of the Securities, the Buyer could sustain the loss of its entire investment; and (vi) the Company
has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable
future.


 


(m)
Certain Trading Activities. The Buyer has not directly or indirectly, nor has any Person acting on behalf of or pursuant
to any understanding with the Buyer, engaged in any transactions in the securities of the Company (including, without limitation,
any Short Sales (as defined below) involving the Company’s securities) during the period commencing as of the time that
the Buyer was first contacted regarding the specific investment in the Company contemplated by this Agreement and ending immediately
prior to the execution of this Agreement by the Buyer (it being understood and agreed that for all purposes of this Agreement,
and, without implication that the contrary would otherwise be true, that neither transactions nor purchases nor sales shall include
the location and/or reservation of borrowable shares of Common Stock). Notwithstanding the foregoing, in the case that the Buyer
is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Buyer’s assets
and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other
portions of the Buyer’s assets, the representation set forth above shall only apply with respect to the portion of assets
managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. “Short
Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities
Exchange Act of 1934, as amended (the “1934 Act”).


 




    	 	- 6 -	 



    	 		 



    


 


(n)
Experience of the Buyer. The Buyer, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. The Buyer is able to bear the economic risk of
an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


The
Company represents and warrants to the Buyer that:


 


(a)
Organization and Qualification. Each of the Company and each of its “Subsidiaries” (which for purposes
of this Agreement means any entity in which the Company, directly or indirectly, owns any of the capital stock or holds an equity
or similar interest) are entities duly organized and validly existing and in good standing under the laws of the jurisdiction
in which they are formed, and have the requisite power and authorization to own their properties and to carry on their business
as now being conducted and as presently proposed to be conducted. Each of the Company and each of its Subsidiaries is duly qualified
as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature
of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or
be in good standing would not reasonably be expected to have a Material Adverse Effect. As used in this Agreement, “Material
Adverse Effect” means any material adverse effect on the business, properties, assets, liabilities, operations, results
of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, individually or taken as a
whole, or on the transactions contemplated hereby or on the other Transaction Documents or by the agreements and instruments to
be entered into in connection herewith or therewith, or on the authority or ability of the Company to perform any of its obligations
under any of the Transaction Documents (as defined below). The Company has no Subsidiaries except as set forth on Schedule
3(a).


 




    	 	- 7 -	 



    	 		 



    


 


(b)
Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations
under this Agreement, the Offered Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined
in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto
in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”)
and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and
the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and
thereby, including, without limitation, the issuance of the Offered Notes, and the reservation for issuance and the issuance of
the Conversion Shares have been duly authorized by the Company’s Board of Directors and (other than the filing with the
SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements
of the Registration Rights Agreement, the 8-K Filing (as defined below), the Form D with the SEC and other filings as may be required
by state securities agencies, the filing of any necessary Financing Statements and appropriate Assignments for Security in the
United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case in accordance with
the Security Agreement (collectively, the “Required Filings”)) no further filing, consent, or authorization
is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have
been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution
may be limited by federal or state securities law and public policy, and the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought. Each of the Subsidiaries party to any of the Transaction Documents has the requisite power and authority
to enter into and perform its obligations under such Transaction Documents. The execution and delivery by the Subsidiaries party
to any of the Transaction Documents of such Transaction Documents and the consummation by such Subsidiaries of the transactions
contemplated thereby have been duly authorized by such Subsidiaries’ respective boards of directors (or other applicable
governing body) and (other than filings as may be required by state securities agencies) no further filing, consent, or authorization
is required by such Subsidiaries, their respective boards of directors (or other applicable governing body) or stockholders (or
other applicable owners of equity of such Subsidiaries). The Transaction Documents to which any of the Subsidiaries are parties
have been duly executed and delivered by such Subsidiaries, and constitute the legal, valid and binding obligations of such Subsidiaries,
enforceable against them in accordance with their respective terms, except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution
may be limited by federal or state securities law and public policy, and the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought. For purposes of this Agreement, the term “Security Documents” means the Guaranty Agreement,
the Security Agreement and any other related collateral documents to be executed or filed by any of the parties hereto or thereto
in connection with the Closing hereunder and in connection with the foregoing agreements and documents.


 




    	 	- 8 -	 



    	 		 



    


 


(c)
Issuance of Securities. The issuance of the Offered Notes is duly authorized and, upon issuance in accordance with the
Transaction Documents, the Offered Notes shall be validly issued and free from all preemptive or similar rights, taxes, liens
and charges and other encumbrances with respect to the issue thereof. As of the date of the Stockholder Approval, a number of
shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required
Reserved Amount) 120% of the maximum number of Conversion Shares issued and issuable pursuant to the Offered Notes based on
the Conversion Price (as defined in the Offered Notes) (without taking into account any limitations on the issuance thereof pursuant
to the terms of the Offered Notes) as of the Trading Day (as defined in the Offered Notes) immediately preceding the applicable
date of determination. As of the date hereof, there are 69,953,636 shares of Common Stock authorized and unissued. Upon conversion
of the Offered Notes in accordance with the Offered Notes, the Conversion Shares will be validly issued, fully paid and nonassessable
and free from all preemptive or similar rights, taxes, liens and charges and other encumbrances with respect to the issue thereof,
with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations
and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from
registration under the 1933 Act.


 


(d)
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and any of its Subsidiaries
parties to any of the Transaction Documents and the consummation by the Company and any of its Subsidiaries of the transactions
contemplated hereby and thereby (including, without limitation, the issuance of the Offered Notes and reservation for issuance
and issuance of the Conversion Shares) will not (i) result in a violation of the Articles of Incorporation (as defined in Section
3(r)) or Bylaws (as defined in Section 3(r)), any memorandum of association, certificate of incorporation, certificate of formation,
bylaws, any certificate of designations or other constituent documents of the Company or any of its Subsidiaries, any capital
stock of the Company or any of its Subsidiaries or the articles of association or bylaws of the Company or any of its Subsidiaries
or (ii) except as set forth on Schedule 3(d), conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) in any respect under, or 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 (iii)
result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities
laws and regulations and the rules and regulations of the OTCQB (the “Principal Market”) and including all
applicable foreign, federal and state laws, rules and regulations) 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, in the case of clause (ii)
or (iii) above, to the extent such violations that would not reasonably be expected to have a Material Adverse Effect.


 


(e)
Consents. Other than the Required Filings, neither the Company nor any of its Subsidiaries is required to obtain any consent,
authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory
agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the
Transaction Documents, in each case in accordance with the terms hereof or thereof (other than such consents and approvals to
be obtained on or prior to the Closing Date). All consents, authorizations, orders, filings and registrations which the Company
or any of its Subsidiaries is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior
to the Closing Date (or in the case of the Required Filings, will be made timely after the Closing Date as applicable), and the
Company and its Subsidiaries are unaware of any facts or circumstances that might prevent the Company or any of its Subsidiaries
from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence. The Company is
not in violation of the requirements for continued qualification of the Principal Market and has no knowledge of any facts or
circumstance that would reasonably lead to removal of the Common Stock from quotation on the Principal Market in the foreseeable
future. The issuance by the Company of the Securities shall not have the effect of removing the Common Stock from quotation on
the Principal Market.


 




    	 	- 9 -	 



    	 		 



    


 


(f)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting
solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate”
of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial
owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange
Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the Buyer is not acting as
a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction
Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives
or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental
to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision
to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.


 


(g)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates,
nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the
meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment
of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by
the Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay,
and hold the Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s reasonable
and documented fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its
Subsidiaries has engaged any placement agent or other agent in connection with the sale of the Securities.


 


(h)
No Integrated Offering. None of the Company, its Subsidiaries, any of their affiliates, nor any Person acting on their
behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under
circumstances that would require registration of any of the Securities under the 1933 Act, whether through integration with prior
offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company for purposes
of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations
of any exchange or automated quotation system on which any of the securities of the Company are designated for quotation. None
of the Company, its Subsidiaries, their affiliates and any Person acting on their behalf will take any action or steps referred
to in the preceding sentence that would require registration of any of the Securities under the 1933 Act or cause the offering
of any of the Securities to be integrated with other offerings for purposes of any such applicable stockholder approval provisions.


 




    	 	- 10 -	 



    	 		 



    


 


(i)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable pursuant to terms
of the Offered Notes will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion
Shares pursuant to the terms of the Offered Notes in accordance with this Agreement and the Offered Notes is absolute and unconditional
regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.


 


(j)
Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary
action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison
pill (including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under
the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its formation which
is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without
limitation, the Company’s issuance of the Securities and the Buyer’s ownership of the Securities. The Company has
not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock
or a change in control of the Company or any of its Subsidiaries.


 


(k)
SEC Documents; Financial Statements. Except as disclosed in Schedule 3(k), since January 1, 2014, the Company has timely
filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting
requirements of the 1934 Act (all of the foregoing filed prior to the date hereof, and all exhibits included therein and financial
statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC
Documents”). The Company has delivered to the Buyers or their respective representatives true, correct and complete
copies of the SEC Documents not available on the EDGAR system. As of their respective filing 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 the light of the circumstances under which they were made, not misleading. As of their respective filing
dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with
applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements
have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the
periods involved (“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial position of the Company and its Subsidiaries as
of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other
information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents, including,
without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement,
contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements
therein, in the light of the circumstance under which they are or were made, not misleading.


 




    	 	- 11 -	 



    	 		 



    


 


(l)
Absence of Certain Changes. Since December 31, 2015, there has been no material adverse change and no material adverse
development in the business, assets, liabilities, properties, operations, condition (financial or otherwise), results of operations
or prospects of the Company or its Subsidiaries. Since December 31, 2015, neither the Company nor any of its Subsidiaries has
(i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the
ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. Neither
the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy,
insolvency, reorganization, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to
believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of
any fact that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated
basis, will not be, after giving effect to the transactions contemplated hereby to occur at the Closing, Insolvent (as defined
below). For purposes of this Section 3(l), “Insolvent” means, with respect to any Person, (i) the present fair
saleable value of such Person’s assets is less than the amount required to pay such Person’s total Indebtedness (as
defined in Section 3(s)), (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts
that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to
conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.


 


(m)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth on Schedule 3(m), no event,
liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries
or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed
by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance
and sale by the Company of its Common Stock and which has not been publicly announced.


 


(n)
Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of
or in default under any certificate of designations of any outstanding series of preferred stock of the Company (if any), its
Articles of Incorporation or Bylaws or their organizational charter or memorandum of association or certificate of incorporation
or articles of association or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment,
decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither
the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations
which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting
the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Principal
Market and has no knowledge of any facts or circumstances that would reasonably lead to the removal from quotation of the Common
Stock by the Principal Market in the foreseeable future. The Company and each of its Subsidiaries possess all certificates, authorizations
and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses,
except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate,
a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to
the revocation or modification of any such certificate, authorization or permit.


 




    	 	- 12 -	 



    	 		 



    


 


(o)
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 of its Subsidiaries has, in the course of its actions for, or on behalf
of, the Company or any of its Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or
other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful
payment to any foreign or domestic government official or employee.


 


(p)
Sarbanes-Oxley Act. Except as set forth on Schedule 3(p), the Company is in compliance with any and all applicable
requirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable
rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof. The matter set forth in Schedule
3(p) would not reasonably be expected to have a Material Adverse Effect.


 


(q)
Transactions With Affiliates. Except as set forth on Schedule 3(q), none of the officers, directors or employees
of the Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries
(other than for ordinary course services as employees, officers or 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 such officer, director or employee or, to the knowledge of the Company or any of its Subsidiaries,
any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest
or is an officer, director, trustee or partner.


 




    	 	- 13 -	 



    	 		 



    


 


(r)
Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares
of Common Stock, of which as of the date hereof, 33,046,364 shares are issued and outstanding, 26,602,702 shares are reserved
for issuance pursuant to the Company’s stock option and purchase plans and 197,536,831 shares are reserved for issuance
pursuant to securities (other than the aforementioned options and the Offered Notes) exercisable or exchangeable for, or convertible
into, Common Stock, and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share, of which as of the date hereof
10 shares are issued and outstanding as of the date hereof. No shares of Common Stock are held in treasury and all of such outstanding
shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. (i) None
of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or
any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii),
there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or
any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to issue additional shares or capital stock of the Company or any of its Subsidiaries or options, warrants,
scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible
into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries; (iii) except
as disclosed in Schedule 3(r)(iii), there are no outstanding debt securities, notes, credit agreements, credit facilities
or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the
Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any
material amounts filed in connection with the Company or any of its Subsidiaries; (v) except as disclosed in Schedule 3(r)(v),
there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of
any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding
securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there
are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become
bound to redeem a security of the Company or any of its Subsidiaries; (vii) except as disclosed in Schedule 3(r)(vii),
there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of
the Securities; (viii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock”
plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any Subsidiary has any liabilities or obligations
required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary
course of the Company’s or any of its Subsidiary’s’ respective businesses and which, individually or in the
aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true,
correct and complete copies of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the
“Articles of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof
(the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for shares
of Common Stock and the material rights of the holders thereof in respect thereto.


 




    	 	- 14 -	 



    	 		 



    


 


(s)
Indebtedness and Other Contracts. (i) Except as disclosed in Schedule 3(s)(i), neither the Company nor any of its
Subsidiaries has any outstanding Indebtedness (as defined below), (ii) except as disclosed in Schedule 3(s)(ii), neither
the Company nor any of its Subsidiaries is a party to any contract, agreement or instrument, the violation of which, or default
under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material
Adverse Effect, (iii) neither the Company nor any of its Subsidiaries is in violation of any term of or in default under any contract,
agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually
or in the aggregate, in a Material Adverse Effect, or (iv) neither the Company nor any of its Subsidiaries is a party to any contract,
agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers,
has or is expected to have a Material Adverse Effect. Schedule 3(s)(i) provides a detailed description of the material
terms of any such outstanding Indebtedness. For purposes of this Agreement: (x) “Indebtedness” of any Person
means, without duplication (A) all indebtedness for borrowed money in excess of $50,000, (B) all obligations issued, undertaken
or assumed as the deferred purchase price of property or services, including, without limitation, “capital leases”
in accordance with GAAP (other than trade payables entered into in the ordinary course of business consistent with past practice),
(C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D)
all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection
with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or
other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with
the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event
of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement
which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all
indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any mortgage, claim, tax, right of first refusal, lien, pledge, charge, security
interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person,
even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness,
and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A)
through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability,
contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person
if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance
to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will
be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.


 


(t)
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market,
any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company,
threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries
or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise,
in their capacities as such


 




    	 	- 15 -	 



    	 		 



    


 


(u)
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. Neither the Company nor any such Subsidiary has been refused any insurance
coverage sought or applied for and 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.


 


(v)
Employee Relations.


 


(i)
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 and its Subsidiaries believe that their relations with their employees are good. No executive officer or other key
employee of the Company or any of its Subsidiaries (as defined in Rule 501(f) of the 1933 Act) 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. 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.


 


(ii)
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.


 


(w)
Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and
marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries,
in each case free and clear of all liens, encumbrances and defects except for Permitted Liens (as defined in the Offered Notes),
which do not materially affect the value of such property and do not interfere with the use made or proposed to be made of such
property by the Company and any of its Subsidiaries. Any real property and facilities held under lease by the Company or any of
its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and
do not interfere with the use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.


 




    	 	- 16 -	 



    	 		 



    


 


(x)
Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks,
trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights,
inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications
and registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses
as now conducted and as presently proposed to be conducted. Each of patents owned by the Company or any of its Subsidiaries is
listed on Schedule 3(x)(i). Except as set forth in Schedule 3(x)(ii), none of the Company’s Intellectual Property
Rights have expired or terminated or have been abandoned or are expected to expire or terminate or are expected to be abandoned,
within three years from the date of this Agreement. The Company does not have any knowledge of any infringement by the Company
or any of its Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought,
or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries
regarding its Intellectual Property Rights. Neither the Company nor any of its Subsidiaries is aware of any facts or circumstances
which might give rise to any of the foregoing infringements or claims, actions or proceedings. The Company and its Subsidiaries
have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property
Rights.


 


(y)
Environmental Laws. The Company and its Subsidiaries (i) are in compliance with any and all Environmental Laws (as hereinafter
defined), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to
conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval
where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually
or in the aggregate, a Material Adverse Effect. 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.


 


(z)
Subsidiary Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations
imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the
Company or such Subsidiary.


 


(aa)
Investment Company Status. Neither the Company nor any of its Subsidiaries is, nor upon consummation of the sale of the
Securities, and for so long the Buyer holds any Securities, will be, an “investment company,” a company controlled
by an “investment company” or an “affiliated person” of, or “promoter” or “principal
underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as
amended.


 


(bb)
Tax Status. The Company and each of its Subsidiaries (i) has made or filed all U.S. federal, state and foreign income and
all other material tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) 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 (iii) has set aside on its books provision 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 and its Subsidiaries know of no basis for any such claim.


 




    	 	- 17 -	 



    	 		 



    


 


(cc)
Internal Accounting and Disclosure Controls. Except as disclosed in Schedule 3(cc), the Company and each of its
Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii)
access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization
and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable
intervals and appropriate action is taken with respect to any difference. Except as disclosed in Schedule 3(cc), the Company
maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1934 Act) that are effective in
ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is
recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including,
without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the
reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including
its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions
regarding required disclosure. During the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries
has received any notice or correspondence from any accountant relating to any material weakness, other than those material weaknesses
disclosed in Schedule 3(cc), in any part of the system of internal accounting controls of the Company or any of its Subsidiaries.


 


(dd)
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 would be reasonably likely to have a Material Adverse Effect.


 


(ee)
Ranking of Offered Notes. Except as disclosed on Schedule 3(ee), no Indebtedness of the Company or any of its Subsidiaries
is senior to or ranks pari passu with the Offered Notes in right of payment, whether with respect of payment of redemptions,
interest, damages or upon liquidation or dissolution or otherwise.


 


(ff)
Transfer Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required
to be paid in connection with the sale and transfer of the Securities to be sold to the Buyer hereunder will be, or will have
been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.


 




    	 	- 18 -	 



    	 		 



    


 


(gg)
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) other
than the Placement Agent, sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities,
or (iii) other than the Placement Agent, paid or agreed to pay to any person any compensation for soliciting another to purchase
any other securities of the Company.


 


(hh)
Acknowledgement Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) the Buyer has not
been asked to agree, nor has the Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company,
or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term;
(ii) the Buyer, and counter-parties in “derivative” transactions to which the Buyer is a party, directly or indirectly,
presently may have a “short” position in the Common Stock, and (iii) the Buyer shall not be deemed to have any affiliation
with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands
and acknowledges that (a) the Buyer may engage in hedging and/or trading activities at various times during the period that the
Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being
determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity
interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges
that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, the Offered Notes, or
any of the documents executed in connection herewith.


 


(ii)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is or has ever been, and so long
as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section
897 of the Code and the Company shall so certify upon the Buyer’s request.


 


(jj)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or affiliates is subject to the Bank Holding
Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve
System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls,
directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent
(25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling influence over the management or policies
of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 


(kk)
No Additional Agreements. Neither the Company nor any of its Subsidiaries has any agreement or understanding with the Buyer
with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.


 




    	 	- 19 -	 



    	 		 



    


 


(ll)
Disclosure. After the time of the filing of the Form 8-K (as defined below), the Company confirms that neither it nor any
other Person acting on its behalf has provided any of the Buyer or their agents or counsel with any information that constitutes
or could reasonably be expected to constitute material, nonpublic information concerning the Company or any of its Subsidiaries.
The Company understands and confirms that the Buyer will rely on the foregoing representations in effecting transactions in securities
of the Company. All disclosure provided to the Buyer regarding the Company, or any of its Subsidiaries, their business and the
transactions contemplated hereby, including the disclosure schedules to this Agreement, furnished by or on behalf of the Company
or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were
made, not misleading. All of the written information furnished after the date hereof by or on behalf of the Company or any of
its Subsidiaries to you pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole,
will be true and correct in all material respects as of the date on which such information is so provided and will not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they are made, not misleading. The Company acknowledges and agrees that no Buyer
makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically
set forth in Section 2.


 


(mm)
Shell Company Status. The Company is not, and has not been since September 4, 2013, an issuer identified in Rule 144(i)(1)
of the 1933 Act. As of September 4, 2013, the Company filed current “Form 10 information” (as defined in Rule 144
(i)(3)) with the SEC reflecting its status as an entity that was no longer an issuer described in Rule 144(i)(1)(i).


 


(nn)
Stock Option Plans. Each stock option granted by the Company was granted (i) in accordance with the terms of the applicable
stock option plan of the Company and (ii) with an exercise price at least equal to the fair market value of the Common Stock on
the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s
stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no policy or practice
of the Company to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with,
the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial
results or prospects.


 


(oo)
No Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably
anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the
Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s
ability to perform any of its obligations under any of the Transaction Documents.


 




    	 	- 20 -	 



    	 		 



    


 


(pp)
No Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under
the 1933 Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer,
any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of
20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter
(as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each,
an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of
the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable
care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent
applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Buyers a copy of any disclosures provided
thereunder.


 


(qq)
Other Covered Persons. The Company is not aware of any Person (other than the Placement Agent) that has been or will be
paid (directly or indirectly) remuneration for solicitation of Buyers or potential purchasers in connection with the sale of any
Regulation D Securities.


 


(rr)
Money Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot
Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited
to, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control,
including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any
regulations contained in 31 CFR, Subtitle B, Chapter V.


 


4.
COVENANTS.


 


(a)
Reasonable Best Efforts. Each party shall use its reasonably best efforts timely to satisfy each of the covenants and the
conditions to be satisfied by it as provided in Sections 6 and 7 of this Agreement.


 


(b)
Form D and Blue Sky. 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 the Buyer promptly after such filing. The Company shall, on or promptly after the Closing Date,
take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the
Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky”
laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any
such action so taken to the Buyers on or promptly after the Closing Date. The Company shall make all filings and reports relating
to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the
United States following the Closing Date.


 


(c)
Reporting Status. Until the date on which the Investors (as defined in the Registration Rights Agreement) shall have sold
all of the Conversion Shares and none of the Offered Notes are outstanding (the “Reporting Period”), the Company
shall use its reasonable best efforts to file all reports required to be filed with the SEC pursuant to the 1934 Act, and the
Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules
and regulations thereunder would no longer require or otherwise permit such termination.


 




    	 	- 21 -	 



    	 		 



    


 


(d)
Use of Proceeds. The Company will use the proceeds from the sale of the Securities solely for working capital and general
corporate purposes.


 


(e)
Financial Information. The Company agrees to send the following to each Investor during the Reporting Period, unless the
following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, (i) within one (1) Business
Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, any Quarterly Reports on Form 10-Q, any
Current Reports on Form 8-K (or any analogous reports under the 1934 Act) and any registration statements (other than on Form
S-8) or amendments filed pursuant to the 1933 Act, and (ii) copies of any notices and other information made available or given
to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders.
As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks
in The City of New York are authorized or required by law to remain closed.


 


(f)
Listing. The Company shall maintain the authorization for quotation of the Common Stock on the Principal Market or any
other Eligible Market (as defined in the Offered Notes). Neither the Company nor any of its Subsidiaries shall take any action
which would be reasonably expected to result in the removal from quotation of the Common Stock on the Principal Market unless
the Common Stock has been or is being listed or quoted on another Eligible Market prior to, or contemporaneously with, such removal.
If after the date hereof the Common Stock becomes listed on an Eligible Market that is a national securities exchange, the Company
shall promptly secure the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement) and shall
maintain such listing of all Registrable Securities from time to time issuable under the terms of the Transaction Documents for
so long as the Common Stock remains listed on such Eligible Market. The Company shall pay all fees and expenses in connection
with satisfying its obligations under this Section 4(f).


 


(g)
Fees. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or
broker’s commissions (other than for Persons engaged by the Buyer) relating to or arising out of the transactions contemplated
hereby. The Company shall pay, and hold the Buyer harmless against, any liability, loss or expense (including, without limitation,
reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment.
Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection
with the sale of the Securities to the Buyers.


 


(h)
Pledge of Securities. The Company acknowledges and agrees that the Securities may be pledged by an Investor in connection
with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities
shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Investor effecting a pledge of Securities
shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this
Agreement or any other Transaction Document, including, without limitation, Section 2(f) hereof; provided that an Investor
and its pledgee shall be required to comply with the provisions of Section 2(f) hereof in order to effect a sale, transfer or
assignment of Securities to such pledgee. The Company hereby agrees, at such applicable Buyer’s expense, to execute and
deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities
to such pledgee by an Investor.


 




    	 	- 22 -	 



    	 		 



    


 


(i)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the fourth Business
Day after this Agreement has been executed, the Company shall file a Current Report on Form 8-K describing the terms of the transactions
contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents
(including, without limitation, this Agreement, the form of Note, the Registration Rights Agreement, the Security Agreement and
the form of Guaranty, the “8-K Filing”). Neither the Company, its Subsidiaries nor the Buyer shall issue any
press releases 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 other public disclosure with
respect to such transactions (i) in substantial conformity with the 8-K Filing and (ii) as is required by applicable law and regulations.
Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, the Form 8-K Filing
and as otherwise required by applicable law and regulations, without the prior written consent of the Buyer, neither the Company
nor any of its Subsidiaries or affiliates shall disclose the name of the Buyer in any filing, announcement, release or otherwise.


 


(j)
Additional Notes; Variable Securities. So long as the Buyer beneficially owns any Offered Notes, the Company will not issue
any Offered Notes other than to the Buyer as contemplated hereby, and other than as contemplated by the Other Securities Purchase
Agreements and the Additional Securities Purchase Agreements, and the Company shall not issue any other securities that would
cause a breach or default under the Offered Notes. For so long as any Offered Notes remain outstanding, other than as contemplated
by the Other Securities Purchase Agreement and the Additional Securities Purchase Agreement, the Company shall not, in any manner,
issue or sell any rights, warrants or options to subscribe for or purchase Common Stock or directly or indirectly convertible
into or exchangeable or exercisable for Common Stock at a price which varies or may vary with the market price of the Common Stock
(other than with respect to customary weighted-average anti-dilution and full-ratchet anti-dilution adjustments), including by
way of one or more reset(s) to any fixed price, unless the conversion, exchange or exercise price of any such security cannot
be less than the then applicable Conversion Price with respect to the Common Stock into which any Note is convertible.


 


(k)
Corporate Existence. So long as the Buyer beneficially owns any Securities, the Company shall (i) maintain its corporate
existence and (ii) not be party to any Fundamental Transaction (as defined in the Offered Notes) unless the Company is in compliance
with the applicable provisions governing Fundamental Transactions set forth in the Offered Notes.


 




    	 	- 23 -	 



    	 		 



    


 


(l)
Reservation of Shares. So long as the Buyer owns any Securities, the Company shall take all action necessary to at all
times have authorized, and reserved for the purpose of issuance, no less than the Required Reserve Amount. If at any time the
number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Amount,
the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including,
without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations
under Section 3(c), in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in
such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares
of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserved Amount.


 


(m)
Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance
or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate,
in a Material Adverse Effect.


 


(n)
Additional Issuances of Securities.


 


(i)
From the date hereof until the earlier of (x) the time of the registration of all of the Registrable Securities (as defined in
the Registration Rights Agreement) pursuant to and in accordance with the Registration Rights Agreement, which registration remains
in effect and (y) such time as all of the Registrable Securities, if a registration statement is not available for the resale
of all of the Registrable Securities may be sold pursuant to Rule 144, the Company shall not, directly or indirectly, file any
registration statement with the SEC, or file any amendment or supplement thereto, or grant any registration rights to any Person
that can be exercised prior to the earlier of such time as set forth above, other than pursuant to the Registration Rights Agreement
and any registration statement registered on Form S-8 or S-4.


 


(ii)
From the date hereof until the date that ninety (90) days immediately following the Closing Date, other than with respect to Excluded
Securities (as defined in the Offered Notes), the Company will not: (i) directly or indirectly, offer, sell, grant any option
to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any
of its or its Subsidiaries’ equity or equity equivalent securities, including without limitation any convertible debt, preferred
stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable
or exercisable for Common Stock or Common Stock Equivalents or (ii) be party to any solicitations, negotiations or discussions
with regard to the foregoing.


 


(o)
Directors. Within 10 days of written request from the Buyer, the Board of Directors of the Company shall take all necessary
action to appoint to the Board of Directors such persons as the Buyer shall determine so that, following such appointment, such
persons represent one third (1/3) of the number of persons on the Board of Directors; provided that in order to comply with this
Section 4(o), the Board of Directors shall cause such number of current members of the Board of Directors to resign from the Board
rather than increase the size of the Board.


 




    	 	- 24 -	 



    	 		 



    


 


(p)
Notice of Disqualification Events. The Company will notify the Buyers in writing, prior to the Closing Date of (i) any
Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a
Disqualification Event relating to any Issuer Covered Person.


 


(q)
Collateral Agent.


 


(i)
The Buyer hereby (a) appoints Passaic River Capital LLC as the collateral agent hereunder and under the Security Documents (in
such capacity, the “Collateral Agent”), and (b) authorizes the Collateral Agent (and its officers, directors,
employees and agents) to take such action on such Buyer’s behalf in accordance with the terms hereof and thereof. The Collateral
Agent shall not have, by reason hereof or pursuant to any Security Documents, a fiduciary relationship in respect of the Buyer.
Neither the Collateral Agent nor any of its officers, directors, employees and agents shall have any liability to the Buyer for
any action taken or omitted to be taken in connection hereof or the Security Documents except to the extent caused by its own
gross negligence or willful misconduct, and the Buyer agrees to defend, protect, indemnify and hold harmless the Collateral Agent
and all of its officers, directors, employees and agents (collectively, the “Collateral Agent Indemnitees”)
from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses
(including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Collateral Agent Indemnitee,
whether direct, indirect or consequential, arising from or in connection with the performance by such Collateral Agent Indemnitee
of the duties and obligations of Collateral Agent pursuant hereto or any of the Security Documents.


 


(ii)
The Collateral Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or
any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper
Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties
hereunder or thereunder, upon advice of counsel selected by it.


 


(iii)
The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the Offered Notes and
the Security Documents at any time by giving at least ten (10) Business Days prior written notice to the Company and each holder
of the Offered Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment as
provided below. Upon any such notice of resignation, the holders of a majority of the outstanding principal amount of Offered
Notes shall appoint a successor Collateral Agent. Upon the acceptance of the appointment as Collateral Agent, such successor Collateral
Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent,
and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, the Offered Notes
and the Security Agreement. After any Collateral Agent’s resignation hereunder, the provisions of this Section 4(q) shall
inure to its benefit. If a successor Collateral Agent shall not have been so appointed within said ten (10) Business Day period,
the retiring Collateral Agent shall then appoint a successor Collateral Agent who shall serve until such time, if any, as the
holders of a majority of the outstanding principal amount of Offered Notes appoints a successor Collateral Agent as provided above.


 




    	 	- 25 -	 



    	 		 



    


 


(iv)
The Company hereby covenants and agrees to take all actions as promptly as practicable reasonably requested by either the holders
of a majority of the outstanding principal amount of Offered Notes or the Collateral Agent (or its successor), from time to time
pursuant to the terms of this Section 4(q), to secure a successor Collateral Agent satisfactory to such requesting part(y)(ies),
in their sole discretion, including, without limitation, by paying all fees of such successor Collateral Agent, by having the
Company agree to indemnify any successor Collateral Agent and by each of the Company executing a collateral agency agreement or
similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral
Agent.


 


(v)
The Collateral Agent shall terminate the Security Documents promptly following the date that the Investors may sell all of the
Registrable Securities without restriction or limitation pursuant to Rule 144 (or any successor thereto) promulgated under the
1933 Act continuously for forty-five (45) consecutive days.


 


(r)
No Net Short Sales. So long as the Offered Notes remain outstanding, neither Buyer nor any of its affiliates nor any entity
managed or controlled by the Buyer (collectively, the “Restricted Persons” and each of the foregoing is referred
to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof,
a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed
one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”)
and that is executed at a time when such Restricted Person has no equivalent offsetting long position in the Common Stock (or
is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further
that no “Short Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver
Conversion Shares upon conversion of the Offered Notes to any Restricted Person converting such Offered Notes. For purposes of
determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person
shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, (ii)
then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Offered Notes then held by such Restricted
Person, if any, (without regard to any limitations on conversion set forth in the Offered Notes and giving effect to any conversion
price adjustments that would take effect given only the passage of time), or (iii) that may be issued as Interest Shares pursuant
to the terms of the Offered Notes to such Restricted Person. Notwithstanding the foregoing, nothing contained herein (i) shall
(without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long”
(as defined under Rule 200 promulgated under Regulation SHO under the 1934 Act) the Securities or any other Common Stock then
owned by such Restricted Person or (ii) shall constitute a covenant, or preclude any actions, with respect to the identification
of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions.


 




    	 	- 26 -	 



    	 		 



    


 


(t)
Option to Purchase Preferred Stock. From the date that the Offered Notes and the 10% Senior Secured Convertible Notes issued
to the Buyer on January 27, 2106 are converted into shares of Common Stock, until Janaury 26, 2020, the Buyer has the option,
in its sole and absolute discretion, to purchase 10 shares of a new series of preferred stock of the Company for a purchase price
of $10.00, which new series of preferred stock will have substantially similar rights, powers, and preferences as the shares of
series A preferred stock, par value $0.001 per share, which were issued to the Buyer on July 27, 2016; provided that the new series
of preferred stock will provide that the Buyer will have right to appoint a majority of the members Board of Directors of the
Company.


 


(u)
Stockholder Approval. The Company shall use commercially reasonable efforts to provide each stockholder entitled to vote
at a special meeting of stockholders of the Company (the “Stockholder Meeting”) a proxy statement soliciting
each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”)
providing for (i) an amendment to the Company’s articles of incorporation that would increase the number of authorized shares
of Common Stock to at least 200,000,000 within one year of the date of the shareholder authorization; and (ii) an amendment to
the Company’s articles of incorporation to that would authorize the Company to effect a reverse split of its outstanding
shares of Common Stock within one year of the date of the shareholder authorization within a range of one share of Common Stock
for every two shares of Common Stock to one share of Common Stock for every 40 shares of Common Stock, with the exact reverse
split ratio to be decided by the Board of Directors of the Company prior to the effective time of the reverse stock split amendment
(such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder
Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its commercially reasonable
efforts to solicit its stockholders’ approval of such Stockholder Resolutions and shall cause the Board of Directors of
the Company to recommend to the stockholders that they approve such Stockholder Resolutions. The Company shall use its commercially
reasonable efforts to cause the Stockholder Meeting to be promptly called and held not later than the ninetieth (90th)
day following the Closing Date. The Buyer agrees to vote all shares of Common Stock it beneficially owns on the record date applicable
to the Stockholder Meeting that are eligible to vote in connection with the Stockholder Resolutions in favor of adopting the Stockholder
Resolutions. Notwithstanding the foregoing, the Company may obtain the Stockholder Approval
through the written consent of holders of a majority of the shares of Common Stock of the Company; provided that in such case
the Company will use its commercially reasonable efforts to prepare and file with the SEC the preliminary Information Statement
in accordance with Rule 14C to be sent to the Shareholders of the Company in connection with such written consent no later than
the thirtieth (30th) day following the Closing Date and cause the Stockholder Approval to be effective no later than
the ninetieth (90th) day following the Closing Date.


 


(v)
So long as the Offered Notes remain outstanding, the Company and its subsidiaries shall not, without the prior written consent
of the Buyer, (i) disburse or pay any amounts equal to or exceeding $2,500; (ii) make any
loan or advance to any person or entity or cause the Company or any of its Subsidiaries to make any loan or advance to any person
or entity; (iii) incur, or cause the Company or any of its subsidiaries to incur, any contractual obligation that requires the
Company, or any of its subsidiaries , as the case may be, to make one-time or annual payments in excess of $2,500, or (iv) authorize
or agree to take any of the actions described in this Section 4(v).


 




    	 	- 27 -	 



    	 		 



    


 


(w)
The Company shall use its commercially reasonable efforts to have its shares of Common Stock quoted on the Principal Market no
later than the ninetieth (90th) days following the Closing Date.


 


5.
REGISTER; TRANSFER AGENT INSTRUCTIONS.


 


(a)
Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company
as it may designate by notice to each holder of Securities), a register for the Offered Notes in which the Company shall record
the name and address of the Person in whose name the Offered Notes have been issued (including the name and address of each transferee),
the principal amount of Offered Notes held by such Person, and the number of Conversion Shares issuable pursuant to the terms
of the Offered Notes. The Company shall keep the register open and available at all times during regular business hours for inspection
at reasonable times by the Buyer or its legal representatives.


 


(b)
Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent
transfer agent, in the form of Exhibit F attached hereto (the “Irrevocable Transfer Agent Instructions”)
to issue certificates or, to the extent permitted by applicable securities laws, credit shares to the applicable balance accounts
at DTC, registered in the name of the Buyer or its respective nominee(s), for the Conversion Shares issuable upon conversion of
the Offered Notes in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Offered Notes.
The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b),
and stop transfer instructions to give effect to Section 2(f) hereof, 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 other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in
accordance with Section 2(f), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one
or more certificates or, to the extent permitted by applicable securities laws, credit shares to the applicable balance accounts
at DTC in such name and in such denominations as specified by the Buyer to effect such sale, transfer or assignment. In the event
that such sale, assignment or transfer involves the Conversion Shares sold, assigned or transferred pursuant to an effective registration
statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the Buyer, assignee or transferee, as the
case may be, without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under
this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions
of this Section 5(b), that a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction
restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without
any bond or other security being required.


 




    	 	- 28 -	 



    	 		 



    


 


6.
CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.


 


The
obligation of the Company hereunder to issue and sell the Initial Notes or the Additional Notes, as the case may be, to the Buyer
at the Initial Closing or the Additional Closing, as the case may be, is subject to the satisfaction, at or before the Initial
Closing Date or the Additional Closing Date, as the case may be, of each of the following conditions, 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 by providing the
Buyer with prior written notice thereof:


 


(i)
The Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.


 


(ii)
The Buyer shall have delivered the Purchase Price contemplated by Section 1(c) hereof for the Initial Notes or the Additional
Notes, as the case may be, being purchased by the Buyer at the Initial Closing or the Additional Closing, as the case may be,
pursuant to Section 1(d) hereof by wire transfer of immediately available funds pursuant to the wire instructions provided by
the Company.


 


(iii)
The representations and warranties of the Buyer shall be true and correct in all material respects (except for those representations
and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date
when made and as of the Initial Closing Date or the Additional Closing Date, as the case may be, as though made at that time (except
for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date),
and the 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 the Buyer at or prior to the Initial Closing Date or
the Additional Closing Date, as the case may be.


 


7.
CONDITIONS TO THE BUYER’S OBLIGATION TO PURCHASE.


 


The
obligation of the Buyer hereunder to purchase the Initial Notes or the Additional Notes, as the case may be, at the Initial Closing
or the Additional Closing, as the case may be, is subject to the satisfaction, at or before the Initial Closing Date or the Additional
Closing Date, as the case may be, of each of the following conditions, provided that these conditions are for the Buyer’s
sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice
thereof:


 


(i)
The Company and each of its Subsidiaries shall have duly executed and delivered to the Buyer each of the following documents to
which it is a party: (A) each of the Transaction Documents, and (B) the Initial Notes or the Additional Notes, as the case may
be (allocated in such principal amounts as the Buyer shall request), being purchased by the Buyer at the Initial Closing Date
or the Additional Closing Date, as the case may be, pursuant to this Agreement;


 


(ii)
The Company shall have delivered to the Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit
F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer
agent.


 




    	 	- 29 -	 



    	 		 



    


 


(iii)
The Company shall have delivered to the Buyer a certificate evidencing the formation and good standing of the Company and each
of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of
such jurisdiction, as of a date within ten (10) Trading Days of the Initial Closing Date or the Additional Closing Date, as the
case may be.


 


(iv)
The Company shall have delivered to the Buyer a certificate evidencing the Company’s and each of its Subsidiaries’
qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction
in which the Company and its Subsidiaries conduct business, as of a date within ten (10) Trading Days of the Initial Closing Date
or the Additional Closing Date, as the case may be.


 


(v)
The Company shall have delivered to the Buyer a certificate, executed by the Secretary of the Company and dated as of the Initial
Closing Date or the Additional Closing Date, as the case may be, as to (i) the resolutions consistent with Section 3(b) as adopted
by the Company’s and each of its Subsidiaries’ Board of Directors in a form reasonably acceptable to the Buyer, (ii)
the Articles of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its
Subsidiaries, each as in effect at the Initial Closing or Additional Closing, as the case may be, in the form attached hereto
as Exhibit G.


 


(vi)
The representations and warranties of the Company shall be true and correct in all material respects (except for those representations
and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date
when made and as of the Initial Closing Date or the Additional Closing Date, as the case may be, as though made at that time (except
for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date)
and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Initial Closing
Date or the Additional Closing Date, as the case may be. The Buyer shall have received a certificate, executed by the Chief Executive
Officer of the Company, dated as of the Initial Closing Date or the Additional Closing Date, as the case may be, to the foregoing
effect in the form attached hereto as Exhibit H.


 


(vii)
The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the
sale of the Initial Notes or the Additional Notes, as the case may be.


 


(viii)
Each of the Company’s U.S. Subsidiaries shall have executed and delivered to the Buyer the Guaranty Agreement.


 




    	 	- 30 -	 



    	 		 



    


 


(ix)
The Collateral Agent shall have received certified copies of request for copies of information on Form UCC-11, listing all effective
financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices
as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created
by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing
by the Collateral Agent, shall cover any of the Collateral, and the results of searches for any lien recorded with the USPTO or
U.S. copyright office, any tax lien and judgment lien filed against such person or its property, which results, except as otherwise
agreed to in writing by the Collateral Agent, shall not show any such liens.


 


(x)
The Collateral Agent shall have received the Security Agreement, duly executed by the Company and each of its U.S. Subsidiaries,
together with (A) the original stock certificates representing all of the equity interests and all promissory notes required to
be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer
and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement.


 


(xi)
The Company shall have delivered to the Buyer such other documents relating to the transactions contemplated by this Agreement
as the Buyer or its counsel may reasonably request.


 


8.
TERMINATION. In the event that the Initial Closing shall not have occurred with respect to the Buyer on or before ten (10)
Trading Days from the date hereof due to the Company’s or the Buyer’s failure to satisfy the conditions set forth
in Sections 6 and 7 above (and the nonbreaching party’s failure to waive such unsatisfied condition(s)), the nonbreaching
party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such
date by delivering a written notice to that effect to each other party to this Agreement and without liability of any party to
any other party.


 


9.
MISCELLANEOUS.


 


(a)
Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law
or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any
such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




    	 	- 31 -	 



    	 		 



    


 


(b)
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party; provided that a facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto
with the same force and effect as if the signature were an original, not a facsimile signature or .pdf signature. Delivery of
a counterpart signature hereto by facsimile or email/.pdf transmission shall be deemed valid delivery thereof.


 


(c)
Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement.


 


(d)
Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified
continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the
prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective
expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred
upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).


 


(e)
Entire Agreement; Amendments. This Agreement and the other Transaction Documents supersede all other prior oral or written
agreements between the Buyers, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed
herein, and this Agreement, the other Transaction Documents and the instruments referenced herein and therein 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 Buyer makes any representation, warranty, covenant or undertaking with respect to such
matters. Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written consent of the Company and the holders of at least
a majority of the aggregate number of Registrable Securities issued or issuable under the Notes (the “Required Holders”);
provided that any such amendment or waiver that complies with the foregoing but that disproportionately, materially and adversely
affects the rights and obligations of the Buyer relative to the comparable rights and obligations of the other Buyers shall require
the prior written consent of such adversely affected Buyer; provided, further, that (i) the provisions of Section
4(q) cannot be amended without the additional prior written approval of the Collateral Agent or its successor and (ii) any such
amendment or waiver that materially and adversely affects the rights of the Placement Agent shall require the prior written consent
of the Placement Agent. No provisions hereto may be waived other than by an instrument in writing signed by the party against
whom enforcement is sought. Any amendment or waiver effected in accordance with this Section 9(e) shall be binding upon the Buyer
and holder of Securities and the Company. No such amendment shall be effective to the extent that it applies to less than all
of the Buyers or holders of Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver
or modification of any provision of any of the Transaction Documents unless the same consideration (other than the reimbursement
of legal fees) also is offered to all of the parties to the Transaction Documents, holders of Notes. The Company has not, directly
or indirectly, made any agreements with the Buyers relating to the terms or conditions of the transactions contemplated by the
Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that,
except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide any
financing to the Company or otherwise.


 




    	 	- 32 -	 



    	 		 



    


 


(f)
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on
file by the sending party) or by electronic mail; or (iii) one Business Day after deposit with an overnight courier service, in
each case properly addressed to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such
communications shall be:


 





	 	If to the Company:
	 	 	 
	 	 	Enerpulse
    Technologies, Inc.
	 	 	2451
    Alamo Ave. NE, 
	 	 	Albuquerque,
    New Mexico 87106
	 	 	Telephone:	(505)
    842-5201
	 	 	Facsimile:	(505)
    213-0013
	 	 	Attention:	Bryan
    Templeton,
	 	 	 	Chief
    Financial Officer
	 	 	Email:	btempleton@enerpulse.com
	 	 	 
	 	With a copy to:
	 	 	 
	 	 	Troutman
    Sanders LLP
	 	 	875
    Third Avenue
	 	 	New
    York, NY 10022
	 	 	Telephone:	(212)
    704-6249
	 	 	Facsimile:	(212)
    704-5900
	 	 	Attention:	Aurora
    Cassirer, Esq.
	 	 	E-mail:	acasirer@troutmansanders.com
	 	 	 
	 	If to the Transfer Agent:
	 	 	 
	 	 	Securities
    Transfer Corporation
	 	 	2591
    Dallas Parkway, Suite 102
	 	 	Frisco,
    Texas 75034
	 	 	Telephone:
    (469) 633-0101
	 	 	Facsimile:
    (469) 633-0088
	 	 	Attention:
    Christina Shelton, Original Issuance Department
	 	 	E-mail:
    shelton@stctransfer.com




 







    	 	- 33 -	 



    	 		 



    


 


If
to the Buyer, to its address, facsimile number and e-mail address set forth on the Schedule of Buyers, with copies to the Buyer’s
representatives as set forth on the Schedule of Buyers, or to such other address, facsimile number and/or e-mail address and/or
to the attention of such other Person as the recipient party has specified by written notice given to each other party at least
one (1) Business day prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of
such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile
machine or e-mail containing the time, date, recipient facsimile number and an image of the first page of such transmission or
(C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt
from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(g)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns, including any purchasers of the Offered Notes. The Company shall not assign this Agreement or any rights
or obligations hereunder without the prior written consent of the Required Holders, including by way of a Fundamental Transaction
(unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Offered
Notes). The Buyer may assign some or all of its rights hereunder in connection with any assignment of restricted Offered Notes
of the Buyer without the consent of the Company, in which event such assignee shall be deemed to be a Buyer hereunder with respect
to such assigned rights related to such restricted Offered Notes assigned.


 


(h)
No 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, except that
(i) each Indemnitee shall have the right to enforce the obligations of the Company with respect to Section 9(m) and (ii) the Placement
Agent shall be a third party beneficiary of this Section 9(h) and Sections 1(e), 2(e), 2(k), 2(l), 2(m), 3(g), 4(g), 7(ii), 9(i)
and 9(j).


 




    	 	- 34 -	 



    	 		 



    


 


(i)
Survival. Unless this Agreement is terminated under Section 8, the representations and warranties of the Company and the
Buyer contained in Sections 2 and 3, and the agreements and covenants set forth in Sections 4, 5 and 9 shall survive the Closing.
The Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.


 


(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 any 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)
Indemnification. In consideration of the Buyer’s execution and delivery of the Transaction Documents and acquiring
the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the
Company shall defend, protect, indemnify and hold harmless the Buyer and each other holder of the Securities and all of their
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
and documented 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 the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b)
any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other 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 the Transaction Documents or any other 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 Buyer or holder of the Securities as an investor
in the Company pursuant to the transactions contemplated by the Transaction Documents. 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. Except as otherwise set forth herein, the mechanics
and procedures with respect to the rights and obligations under this Section 9(m) shall be the same as those set forth in Section
6 of the Registration Rights Agreement.


 


(l)
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.


 




    	 	- 35 -	 



    	 		 



    


 


(m)
Remedies. The Buyer and each holder of the Securities shall have all rights and remedies set forth in the Transaction Documents
and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of
the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be
entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach
of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in
the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy
at law may prove to be inadequate relief to the Buyer. The Company therefore agrees that the Buyer shall be entitled to seek temporary
and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or
other security.


 


(n)
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar
provisions of) the Transaction Documents, whenever the Buyer exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then the Buyer may
rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand
or election in whole or in part without prejudice to its future actions and rights.


 


(o)
Payment Set Aside. To the extent that the Company makes a payment or payments to the Buyer hereunder or pursuant to any
of the other Transaction Documents or the Buyer enforces or exercises its heir rights hereunder or thereunder, and such payment
or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company,
a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal
law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.


 


[Signature
Page Follows]


 




    	 	- 36 -	 



    	 		 



    


 


IN
WITNESS WHEREOF, the Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement
to be duly executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	ENERPULSE TECHNOLOGIES, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Securities Purchase Agreement]


 




    	 	 	 



    	 		 



    


 


IN
WITNESS WHEREOF, the Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement
to be duly executed as of the date first written above.


 


	 	BUYER:
	 	 
	 	PASSAIC RIVER CAPITAL LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	 	 



    	 		 



    


 


SCHEDULE
OF BUYERS


 


	(1)	 	(2)	 	(3)	 	 	(4)	 	 	(5)	 	 	(6)	 	 	(7)	 
	Buyer	 	Address and Facsimile Number	 	Aggregate Principal Amount of Notes	 	 	Number of Shares	 	 	Number of Shares	 	 	Purchase Price	 	 	Legal Representative’s Address and Facsimile Number	 
	Passaic River Capital LLC	 	[Address] 
Attention: [  ] 
Facsimile: [  ] 
Telephone: [  ] 
Residence: [  ] 
E-mail: [  ]	 	$	[  ]	 	 	 	 	 	 	 	 	 	 	$	[  ]	 	 	 		 



 




    	 	 	 



    	 		 



    


 


EXHIBITS


 


	Exhibit
    A	Form
    of Notes
	Exhibit
    C	Form
    of Registration Rights Agreement
	Exhibit
    D	Form
    of Guaranty Agreement
	Exhibit
    E	Form
    of Security Agreement
	Exhibit
    F	Form
    of Irrevocable Transfer Agent Instructions
	Exhibit
    G	Form
    of Secretary’s Certificate
	Exhibit
    H	Form
    of Officer’s Certificate


 


SCHEDULES


 


	Schedule
    3(a)	Subsidiaries
	Schedule
    3(d)	Conflicts
	Schedule
    3(k)	SEC
    Documents
	Schedule
    3(m)	Undisclosed
    Events, Liabilities, Developments or Circumstances
	Schedule
    3(p)	Sarbanes-Oxley
    Act
	Schedule
    3(q)	Transactions
    with Affiliates
	Schedule
    3(r)	Equity
    Capitalization
	Schedule
    3(s)	Indebtedness
    and Other Contracts
	Schedule
    3(x) 	Intellectual
    Property Rights
	Schedule
    3(cc)	Internal
    Accounting and Disclosure Controls
	Schedule
    3(ee)	Ranking
    of Notes