SERIES
A PREFERRED STOCK PURCHASE AGREEMENT


 


This
SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of March 27, 2018, by and between ARIAS
INTEL CORP., a Nevada corporation, with its address at 5015 W. Nassau Street, Tampa, Florida 33607 (the “Company”),
and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Great Neck Road, Suite 216, Great
Neck, NY 11021 (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 the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “1933 Act”); and


 


B.
Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement,
103,000 shares of Series A Preferred Stock of the Company (“Series A Shares”) with the rights and preferences as set
forth on the Certificate of Designation of the Series A Preferred Stock attached hereto as Exhibit A (“Certificate
of Designation”).


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Buyer severally (and not jointly) hereby agree as follows:


 


1.
Purchase and Sale of Series A Shares.


 


a.
Purchase of Series A Shares. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and
the Buyer agrees to purchase from the Company 103,000 Series A Shares with the rights and preferences as set forth in the Certificate
of Designation.


 


b.
Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay $103,000.00 for the Series A Shares to
be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately
available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Series
A Shares, and (ii) the Company shall deliver such duly executed and authorized Series A Shares on behalf of the Company, to the
Buyer, against delivery of such Purchase Price.


 


c.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 6 and Section 7 below,
the date and time of the issuance and sale of the Series A Shares pursuant to this Agreement (the “Closing Date”)
shall be 12:00 noon, Eastern Standard Time on or about March 27, 2018, or such other mutually agreed upon time. The closing of
the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as
may be agreed to by the parties.


 




    	 



     


    

 


2.
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:


 


a.
The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized
and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization,
insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors,
and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or law).


 


b.
The Buyer acknowledges its understanding that the offering and sale of the Series A Shares and the shares of common stock issuable
upon conversion of the Series A Shares (such shares of common stock being collectively referred to herein as the “Conversion
Shares” and, collectively with the Series A Shares, the “Securities”) is intended to be exempt from registration
under the 1933 Act, by virtue of Section 4(a)(2) of the 1933 Act and the provisions of Regulation D promulgated thereunder. In
furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows:


 


i.
The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s
representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future,
or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention.


 


ii.
The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration
provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement
or sales that are exempted under the 1933 Act.


 


iii.
The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with
a view towards, or resale in connection with, any distribution of the Securities.


 


iv.
The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing
for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company.


 


v.
The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”)
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective
investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities.


 




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vii.
The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed
them and understands the information contained therein, prior to the execution of this Agreement.


 


c.
The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax,
economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with,
only its Advisors.


 


d.
The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands
that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment.
Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors”
in the Company’s SEC filings.


 


e.
The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom,
and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the
Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold,
pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable
securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the
Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to
Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation
to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further
restricted by state securities laws and the provisions of this Agreement.


 


f.
The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or
persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and
prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if
any.


 


g.
The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an
authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no
Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith,
the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or
magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend
any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising;
or (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described
and as a result learned of any offering of securities by the Company.


 




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h.
The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or
the like relating to this Agreement or the transactions contemplated hereby.


 


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


 


j.
Legends. The Buyer understands that until such time as the Securities have been registered under the 1933 Act or may be
sold pursuant to an applicable exemption from registration, the Securities shall bear a restrictive legend in substantially the
following form:


 


“THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED
UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION
ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED
OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS.”


 


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


 




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3.
Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:


 


a.
Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly
organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power
and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now
owned, leased, used, operated and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated
or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.


 


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


 


c.
Capitalization. As of the date hereof, the authorized common stock of the Company consists of 500,000,000
authorized shares of common stock, $0.001 par value per share, of which 30,455,167
shares are issued and outstanding and 10,000,000 shares of preferred stock, $0.001 par value per, none of which are outstanding.
On or prior to the Closing Date, the Certificate of Designation shall be filed with the Nevada Secretary of State authorizing
500,000 Series A Shares. All of such outstanding shares of capital stock are duly authorized, validly issued, fully paid and non-assessable.


 


d.
Issuance of Securities. The Securities upon issuance will be validly issued, fully paid and non-assessable, and free from
all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other
similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.


 




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e.
No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities and reservation
for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Articles of
Incorporation, as amended or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute
a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to
which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to
which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property
or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect (as
defined herein)). The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted
so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity.
“Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition
or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the
agreements or instruments to be entered into in connection herewith.


 


f.
SEC Documents; Financial Statements. The Company has 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 Securities Exchange Act of 1934, as amended
(the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial
statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being
hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Buyer
true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates
or if amended, as of the dates of the amendments, the SEC Documents complied in all material respects with the requirements of
the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the
SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to
be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior
the date hereof). As of their respective dates or if amended, as of the dates of the amendments, 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 and fairly present
in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates
thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.


 




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g.
Absence of Certain Changes. Since December 31, 2017, except as set forth in the SEC Documents, there has been no material
adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition,
results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.


 


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


 


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


 


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


 


4.
COVENANTS.


 


a.
Best Efforts. The Company shall use its best efforts to satisfy timely each of the conditions described in Section 7 of
this Agreement.


 


b.
Form D; Blue Sky Laws. The Company agrees to timely make any filings required by federal and state laws as a result of
the closing of the transactions contemplated by this Agreement.


 


c.
Use of Proceeds. The Company shall use the proceeds for general working capital purposes.


 




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d.
Expenses. At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement
is to reimburse Buyer’s expenses for Buyer’s legal fees and due diligence fee in an amount not to exceed $3,000.


 


e.
Corporate Existence. So long as the Buyer beneficially owns any Series A Shares, the Company shall maintain its corporate
existence and shall not sell all or substantially all of the Company’s assets, except with the prior written consent of
the Buyer.


 


f.
Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other
remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Certificate of
Designation.


 


g.
Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns any Series A Shares, the Company shall comply
with the reporting requirements of the 1934 Act and the Company shall continue to be subject to the reporting requirements of
the 1934 Act.


 


h.
Trading Activities. Neither the Buyer nor its affiliates has an open short position in the common stock of the Company
and the Buyer agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging
transactions with respect to the common stock of the Company.


 


5.
Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates,
registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by
the Buyer to the Company upon conversion of the Series A Shares in accordance with the terms of the Certificate of Designation
(the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent,
the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions
in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve
shares of common stock in the Reserved Amount (as defined in the Certificate of Designation) signed by the successor transfer
agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion
Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified
in Section 2(j) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions
referred to in this Section 5, 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 Certificate of Designation;
(ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring
(or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion
of or otherwise pursuant to the Certificate of Designation or this Agreement as and when required by thereby; and (iii) it will
not fail to remove (or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing)
any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion
Shares issued to the Buyer upon conversion of the Series A Shares of or otherwise pursuant to the Certificate of Designation or
this Agreement as and when required thereby. If the Buyer provides the Company and the Company’s transfer, at the cost of
the Buyer, with an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect
that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit
the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates,
free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that
a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the
transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations
under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions
of this Section 5, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining
any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security
being required.


 




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6.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Series
A Shares to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions
thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time
in its sole discretion:


 


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


 


b.
The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.


 


c.
The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date),
and 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 Closing Date.


 


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


 


7.
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Series A
Shares at the Closing is subject to the satisfaction, at or before the Closing Date 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:


 




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


 


b.
The Company shall have delivered to the Buyer the duly executed Series A Shares stock certificates (in such denominations as the
Buyer shall request) in accordance with Section 1(b) above.


 


c.
The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and
acknowledged in writing by the Company’s Transfer Agent.


 


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


 


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


 


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


 


g.
The Conversion Shares shall have been authorized for quotation on an exchange or electronic quotation system and trading in the
common stock on such exchange or electronic quotation system shall not have been suspended by the SEC or an exchange or electronic
quotation system.


 


h.
The Certificate of Designation shall be properly authorized and filed with the Secretary of State of the State of Nevada and declared
effective.


 




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8.
Governing Law; Miscellaneous.


 


a.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the Eastern District
of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The
Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s
fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid
or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may
prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement, the Series A Shares, the Certificate of Designation or any related document or agreement by
mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law.


 


b.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but
all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party.


 


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


 


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


 


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


 




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f.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first (1st) business day following such delivery (if delivered other than on
a business day during normal business hours where such notice is to be received) or (b) on the second (2nd) business
day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt
of such mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the heading of this
Agreement with a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite
214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail: allison@nwlaw.com. Each party shall provide
notice to the other party of any change in address.


 


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


 


h.
Survival and Indemnification. The representations and warranties of the Company and the agreements and covenants set forth
in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf
of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents
for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations,
warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement
of expenses as they are incurred.


 


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


 


j.
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.


 


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


 


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


 


	ARIAS
    INTEL CORP.	 
	 	 	 
	By:	 	 
	Name:	Kevin
    Patrick Gilespie	 
	Title:	Chief
    Executive Officer	 


 


	GENEVA
    ROTH REMARK HOLDINGS, INC.	 
	 	 	 
	By:	 	 
	Name:	Greg
    Solomon 	 
	Title:	President	 
	111 Great Neck Road, Suite 216	 
	Great Neck, NY 11021	 


 


	AGGREGATE SUBSCRIPTION AMOUNT:	 	 	 
	 	 	 	 	 
	Number of Series A Preferred Shares purchased	 	 	103,000	 
	 	 	 	 	 
	Aggregate Purchase Price:	 	$	103,000.00	 



 




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EXHIBIT
A


 


Certificate
of Designation


 


See
attached.


 




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