Exhibit 10.2


 


EQUITY PURCHASE AGREEMENT


 


THIS EQUITY
PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 1, 2022 (the “Execution Date”),
by and between Bonanza Goldfields Corp., a Nevada corporation (the “Company”), and Williamsburg Venture Holdings, LLC,
a Nevada limited liability company (the “Investor”).


 


RECITALS


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor,
from time to time as provided herein, and the Investor shall purchase from the Company up to Twenty Million Dollars ($20,000,000.00) of
the Company’s Common Stock (as defined below);


 


NOW, THEREFORE,
in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


ARTICLE
I CERTAIN DEFINITIONS


 


Section 1.1
RECITALS. The parties acknowledge and agree that the recitals set forth above are true and correct and are hereby incorporated
in and made a part of this Agreement.


 


Section 1.2 DEFINED
TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):


 


“Agreement” shall have the meaning specified
in the preamble hereof.


 


“Available
Amount” means, initially, the Maximum Commitment Amount, which amount shall be reduced by the Investment Amount following each
successful Closing, each time the Investor purchases shares of Common Stock pursuant to a Put.


 


“Average
Daily Trading Volume” shall mean the average trading volume of the Company’s Common Stock in the ten (10) Trading Days
immediately preceding the respective Put Date.


 


“Bankruptcy Law”
means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Claim Notice” shall have the meaning specified
in Section 9.3(a).


 


“Clearing Costs” shall mean all of the
Investor’s broker and Transfer Agent fees.


 


“Clearing Date”
shall be the date on which the Investor receives the Put Shares as DWAC Shares in its brokerage account.


 


“Closing” shall
mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.


 


“Closing Certificate”
shall mean the closing “Officer’s Certificate” of the Company in the form of Exhibit B hereto.


 


 


 


 






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“Closing Date” shall mean the date of any
Closing hereunder.


 


“Commitment
Period” shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the Investor
shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) February 24, 2025, or (iii) written
notice of termination by the Company to the Investor (which shall not occur at any time that the Investor holds any of the Put Shares).


 


“Commitment
Shares” means 142,000,000 shares of Common Stock issued by the Company to the Investor pursuant to Section 6.5.


 


“Common
Stock” shall mean the Company’s common stock, $0.0001 par value per share, and any shares of any other class of common
stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and
assets (upon liquidation of the Company).


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company” shall
have the meaning specified in the preamble to this Agreement.


 


“Confidential
Information” means any information disclosed by either party to this Agreement, or their affiliates, agents or representatives,
to the other party to this Agreement, either directly or indirectly, in writing, orally or by inspection of tangible objects (including,
without limitation, documents, formulae, business information, trade secrets, technology, strategies. prototypes, samples, plant and equipment),
which may or may not be designated as “Confidential,” “Proprietary” or some similar designation. Information communicated
orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within
ten (10) Trading Days after the initial disclosure. Confidential Information may also include information disclosed by third parties.
Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the
public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after
disclosure by the disclosing party to the receiving party through no fault, action or inaction of the receiving party; (iii) is already
in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files
and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of
such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference
to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s
possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing
party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information
from public disclosure.


 


“Current Report” shall
have the meaning set forth in Section 6.4.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and disbursements
and costs and expenses of expert witnesses and investigation).


 


“Dispute Period” shall have the meaning
specified in Section 9.3(a).


 


“Disqualification Event” shall have the
meaning specified in Section 4.27.


 


 


 


 






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“DTC” shall mean
The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC/FAST Program” shall mean the DTC’s
Fast Automated Securities Transfer Program.


 


“DWAC” shall mean Deposit Withdrawal at
Custodian as defined by the DTC.


 


“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s operational arrangements,
including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the
DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Commitment Shares
or Put Shares, as applicable, are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting
or limiting delivery of the Put Shares or Commitment Shares, as applicable, via DWAC.


 


“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without
restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account
with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.


 


“Environmental Laws” shall have the meaning
set forth in Section 4.14.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Execution Date”
shall have the meaning set forth in the preamble to this Agreement.


 


“FINRA” shall mean the Financial Industry
Regulatory Authority, Inc.


 


“Indemnified Party” shall have the meaning
specified in Section 9.2.


 


“Indemnifying Party” shall have the meaning
specified in Section 9.2.


 


“Indemnity Notice” shall have the meaning
specified in Section 9.3(b).


 


“Intellectual
Property” shall mean all trademarks, trademark applications, trade names, service marks, service mark registrations, service
names, patents, patent applications, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets
or other intellectual property rights.


 


“Investment
Amount” shall mean the dollar value equal to the amount of Put Shares referenced in the Put Notice multiplied by the Purchase
Price minus the Clearing Costs.


 


“Investor” shall have the meaning specified
in the preamble to this Agreement.


 


“Issuer Covered Person” shall have the
meaning specified in Section 4.27.


 


 


 


 






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“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or any other restriction.


 


“Market
Price” shall mean the one (1) lowest traded price of the Common Stock on the Principal Market for any Trading Day during the
Valuation Period, as reported by Bloomberg Finance L.P. or other reputable source.


 


“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and/or
the Subsidiaries that is material and adverse to the Company and/or the Subsidiaries and/or any condition, circumstance, or situation
that would prohibit or otherwise materially interfere with (excluding however, any effect resulting from general economic trends or conditions,
epidemics, wars other force majeure events applicable to the industry or country as a whole) the ability of the Company and/or the Subsidiaries
to enter into and/or perform its obligations under any Transaction Document.


 


“Maximum Commitment Amount” shall mean
Twenty Million Dollars ($20,000,000.00).


 


“Maximum
Put Amount” shall mean that the lesser of (i) such amount that equals two hundred percent (200%) 
of the Average Daily Trading Volume, and (ii) Five Hundred Thousand Dollars ($500,000.00).


 


“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, NASDAQ), or principal quotation systems (i.e. OTCQX,
OTCQB, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time the principal
trading platform or market for the Common Stock.


 


“Purchase
Price” shall mean 88%  of the Market Price on such date on which the Purchase Price
is calculated in accordance with the terms and conditions of this Agreement.


 


“Put”
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions of
this Agreement.


 


“Put
Date” shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).


 


“Put
Notice” shall mean a written notice, substantially in the form of Exhibit A hereto, addressed to the Investor and setting
forth the amount of Put Shares which the Company intends to require the Investor to purchase pursuant to the terms of this Agreement.


 


“Put
Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put
Notice in accordance with the terms and conditions of this Agreement.


 


“Registration Rights Agreement” means that
agreement in the form attached hereto as Exhibit D.


 


“Registration Statement” shall have the
meaning specified in Section 6.4.


 


“Regulation D” shall mean Regulation D
promulgated under the Securities Act.


 


 


 


 






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“Required Minimum”
shall mean, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant
to the Transaction Documents.


 


“Rule 144” shall
mean Rule 144 promulgated under the Securities Act or any similar provision then in force under the Securities Act.


 


“SEC” shall mean the United States Securities
and Exchange Commission.


 


“SEC Documents” shall have the meaning
specified in Section 4.5.


 


“Securities” means, collectively, the Put
Shares and the Commitment Shares.


 


“Securities Act” shall mean the Securities
Act of 1933, as amended.


 


“Short
Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 


“Subsidiary”
or “Subsidiaries” means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly,
owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of
Regulation S-K promulgated under the Securities Act.


 


“Third Party Claim” shall have the meaning
specified in Section 9.3(a).


 


“Trading Day” shall mean a day on which
the Principal Market shall be open for business.


 


“Transaction
Documents” shall mean this Agreement, the Registration Rights Agreement and all schedules and exhibits hereto and thereto.


 


“Transfer
Agent” shall mean Action Stock Transfer Corp., the current transfer agent of the Company, and any successor transfer agent of
the Company.


 


“Valuation
Period” shall mean the period of five (5) consecutive Trading Days immediately following the Clearing Date associated with the
applicable Put Notice during which the Purchase Price of the Common Stock is valued, provided, however, that the Valuation Period shall
instead begin on the Clearing Date if the respective Put Shares are received as DWAC Shares in Investor’s brokerage account prior
to 11:00 a.m. EST on the respective Clearing Date.


 


ARTICLE II


PURCHASE AND SALE OF COMMON STOCK


 


Section 2.1
PUTS. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the
Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Put Notice from time
to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each
instance, (i) the Investment Amount is not more than the Maximum Put Amount and (ii) the aggregate Investment Amount of all Puts shall
not exceed the Maximum Commitment Amount.


 


Section 2.2MECHANICS.


 


(a)        
 PUT NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company
may deliver a Put Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided
herein. The Company shall deliver, or cause to be delivered, the Put Shares as DWAC Shares to the Investor within two (2) Trading Days
following the Put Date.


 


 


 


 






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(b)               
DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by e-mail by
the Investor if such notice is received on or prior to 8:30 a.m. EST or (ii) the immediately succeeding Trading Day if it is received
by e-mail after 8:30 a.m. EST on a Trading Day or at any time on a day which is not a Trading Day. The Company shall not deliver another
Put Notice to the Investor within ten (10) Trading Days of a prior Put Notice.


 


Section 2.3CLOSINGS.


 


(a)               
TIMING. The Closing of a Put shall occur within one (1) Trading Day following the end of the respective Valuation Period,
whereby the Investor shall deliver the Investment Amount by wire transfer of immediately available funds to an account designated by the
Company. In addition, on or prior to such Closing, each of the Company and the Investor shall deliver to each other all documents, instruments
and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect
the transactions contemplated herein.


 


(b)               
RETURN OF SURPLUS. If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment
Amount, then the Investor shall return to the Company the surplus amount of Put Shares associated with such Put and the Purchase Price
with respect to such Put shall be reduced by any Clearing Costs related to the return of such Put Shares.


 


(c)               
RESALES DURING VALUATION PERIOD. The parties acknowledge and agree that during the Valuation Period, the Investor may contract
for, or otherwise effect, the resale of the subject purchased Put Shares to third-parties.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES
OF INVESTOR


 


The Investor represents and warrants to the Company that:


 


Section 3.1
INTENT. The Investor is entering into this Agreement for its own account, and the Investor has no present arrangement (whether
or not legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable
state securities laws; provided, however, that the Investor reserves the right to dispose of the Securities at any time
in accordance with federal and state securities laws applicable to such disposition.


 


Section 3.2 NO
LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement with its own legal counsel and investment and tax advisors. Except with respect to the representations,
warranties and covenants contained in this Agreement, the Investor is relying solely on such counsel and advisors and not on any statements
or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment,
the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


Section 3.3 ACCREDITED
INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor has such experience
in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities. The Investor
acknowledges that an investment in the Securities is speculative and involves a high degree of risk.


 


Section 3.4
AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under this Agreement and
the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this
Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby have been
duly authorized by all necessary action and no further consent or authorization of the Investor is required. Each Transaction Document
to which it is a party has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof,
will constitute the valid and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or
by other equitable principles of general application.


 


 


 






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Section 3.5
NOT AN AFFILIATE. To the Investor’s knowledge, the Investor is not an officer, director or “affiliate” (as such
term is defined in Rule 405 of the Securities Act) of the Company.


 


Section 3.6
ORGANIZATION AND STANDING. The Investor is an entity duly formed, validly existing and in good standing under the laws of the jurisdiction
of its formation with full right, limited liability company power and authority to enter into and to consummate the transactions contemplated
by this Agreement and the other Transaction Documents.


 


Section 3.7
ABSENCE OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction Documents, and the consummation of
the transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law,
rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, or any of its organizational or charter
documents(b) violate any provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which
the Investor or any of its assets is bound, or conflict with or constitute a material default (or an event that with notice or lapse of
time or both would become material default) thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of
any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or
(d) require the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship
or legal obligation to which the Investor is subject or to which any of its assets, operations or management may be subject.


 


Section 3.8
DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf of the
Company and has had access to all publicly available information with respect to the Company; provided, however, that the Investor makes
no representation or warranty hereunder with respect to any SEC Document and is relying on the representations and warranties of the Company
in Article IV with respect to the SEC Documents.


 


Section 3.9
MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting,
television advertisement or any other form of general solicitation or advertisement regarding the Securities.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES
OF THE COMPANY


 


The Company represents
and warrants to the Investor that, except as set forth in the disclosure schedules hereto that as of the Execution Date and at each Closing
Date:


 


Section 4.1 ORGANIZATION OF THE
COMPANY. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Nevada,
with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Each
of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and
to carry on its business as currently conducted. Each of the Company and the Subsidiaries is not in violation or default of any of the
provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the
Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in
each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where
the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material
Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit
or curtail such power and authority or qualification.


 


 


 






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Section 4.2 AUTHORITY.
The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other
Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation
by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent
or authorization of the Company or its Board of Directors or stockholders is required. Each of this Agreement and the other Transaction
Documents has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles.


 


Section 4.3
CAPITALIZATION. As of the Execution Date, the authorized capital stock of the Company consists of (a) 1,970,000,000 shares of Common
Stock, par value of $0.0001 per share, of which approximately 1,867,681,876 shares of Common Stock are issued and outstanding 
and (b) 30,000,000 shares of preferred stock, of which 10,000,000 are designated Series A Preferred stock all of which are issued and
outstanding and (c) 1,000,000 are designated Series B Preferred stock of which 366,345 are issued and outstanding and (d) 1 is designated
Series C Preferred stock of which all are issued and outstanding. Except as set forth on Section 4.3 or otherwise disclosed in
the SEC Documents, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act,
other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of
Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise
of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has
any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated
by the Transaction Documents. Except as set forth on Section 4.3, or as otherwise disclosed in the SEC documents and except as
a result of the purchase and sale of the Securities, (i). There are no outstanding options, warrants, scrip rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable
for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock
Equivalents; (ii). The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities
to any Person (other than the Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion,
exchange or reset price under any of such securities; and (iii). There are no stockholders agreements, voting agreements or other similar
agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between
or among any of the Company’s stockholders.


 


Section 4.4
LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and
the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of
the Common Stock under the Exchange Act, nor has the Company received any notification that the SEC is contemplating terminating such
registration. The Company has not, in the twelve (12) months preceding the Execution Date, received notice from the Principal Market on
which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance
requirements of such Principal Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue
to be, in compliance with all such listing and maintenance requirements.


 


Section 4.5
SEC DOCUMENTS; DISCLOSURE. Except as set forth on Section 4.5, the Company has filed all reports, schedules, forms, statements
and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a)
or 15(d) thereof, for the one (1) year preceding the Execution Date (or such shorter period as the Company was required by law or regulation
to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC Documents”). As of their respective dates, the SEC Documents complied in
all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and
regulations applicable to such SEC Documents, and none of the SEC Documents when filed 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. The financial statements of the Company included in the SEC Documents comply
as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the
SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in
such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include
footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company
as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments). There is no transaction, arrangement, or other relationship between the Company and
an unconsolidated or other off balance sheet entity that is not disclosed by the Company in its financial statements or otherwise that
would be reasonably likely to have a Material Adverse Effect. Except with respect to the material terms and conditions of the transactions
contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided
the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information.
The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities
of the Company.


 


 


 


 






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Section 4.6 VALID
ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents,
will be validly issued, fully paid, and non- assessable, free and clear of all Liens imposed by the Company, other than restrictions on
transfer provided for in the Transaction Documents and under the Securities Act and other federal and state securities laws.


 


Section 4.7
NO CONFLICTS. The execution, delivery and performance 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
Put Shares and the Commitment Shares, do not and will not: (a) result in a violation of the Company’s or any Subsidiary’s
certificate or articles of incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material
default (or an event that with notice or lapse of time or both would become a material default) under, result in the creation of any Lien
upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar
agreement to which the Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or local law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary or
by which any property or asset of the Company or any Subsidiary 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),
nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company is not
being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either
singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state or local
law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental
agency in order for it to execute, deliver or perform any of its obligations under this Agreement or the other Transaction Documents (other
than any SEC, FINRA or state securities filings that may be required to be made by the Company in connection with the issuance of the
Commitment Shares or subsequent to any Closing or any registration statement that may be filed pursuant hereto); provided that, for purposes
of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and
agreements of Investor herein.


 


Section 4.8 NO
MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company or any Subsidiary that has
not been disclosed in subsequent SEC filings.


 


Section 4.9 LITIGATION
AND OTHER PROCEEDINGS. Except as set forth on Section 4.9, there are no actions, suits, investigations, inquiries or proceedings
pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties,
nor has the Company received any written or oral notice of any such action, suit, proceeding, inquiry or investigation, which would have
a Material Adverse Effect or would require disclosure under the Securities Act or the Exchange Act. No judgment, order, writ, injunction
or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agency which
would have a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any
investigation by the SEC involving the Company, any Subsidiary, or any current or former director or officer of the Company or any Subsidiary
or in the SEC documents.


 


Section 4.10
REGISTRATION RIGHTS. Except as set forth on Section 4.10 or in the SEC documents, no Person (other than the Investor) has
any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 


Section 4.11
INVESTOR’S STATUS. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s
length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges
that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction
Documents and the transactions contemplated hereby and thereby and any advice given by the Investor 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 Investor’s
purchase of the Securities. The Company further represents to the Investor 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 and advisors.


 


 


 


 






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Section 4.12
NO GENERAL SOLICITATION; NO INTEGRATED OFFERING. Neither the Company, any Subsidiary, nor any of their respective affiliates, nor
any Person acting on their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation
D under the Securities Act) in connection with the offer or sale of the Securities. Neither the Company, any Subsidiary, nor any of their
respective 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 the offer and sale of any of the Securities
under the Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to be
integrated with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal
Market on which any of the securities of the Company are listed or designated. The issuance and sale of the Securities hereunder does
not contravene the rules and regulations of the Principal Market.


 


Section 4.13
INTELLECTUAL PROPERTY RIGHTS. The Company and each Subsidiary own or possess adequate rights or licenses to use all material trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. None of the Company’s,
nor any Subsidiary’s material Intellectual Property has expired or terminated, or, by the terms and conditions thereof, could expire
or terminate within six months from the date of this Agreement. The Company does not have any knowledge of any infringement by the Company
and/or any Subsidiary of any material Intellectual Property of others, or of any such development of similar or identical trade secrets
or technical information by others, and there is no claim, action or proceeding being made or brought against, or to the Company’s
knowledge, being threatened against, the Company and/or any Subsidiary regarding the infringement of any Intellectual Property, which
could reasonably be expected to have a Material Adverse Effect.


 


Section 4.14
ENVIRONMENTAL LAWS. To the Company’s knowledge, the Company and each Subsidiary (i) is in compliance with any and all applicable
foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous
or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses
or other approvals required of it under applicable Environmental Laws to conduct its respective businesses and (iii) is in compliance
with all terms and conditions of any such permit, license or approval, except where, in each of the three foregoing clauses, the failure
to so comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section 4.15
TITLE. Except as disclosed in the SEC Documents, the Company and each Subsidiary has good and marketable title in fee simple to
all real property owned by it and good and marketable title in all personal property owned by it that is material to the business of the
Company and each Subsidiary, in each case free and clear of all Liens and, except for Liens as do not materially affect the value of such
property and do not materially interfere with the use made and proposed to be made of such property by the Company or any Subsidiary and
Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real
property and facilities held under lease by the Company or any Subsidiary is held under valid, subsisting and enforceable leases with
which the Company is in compliance 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 Subsidiary.


 


Section 4.16
INSURANCE. The Company and each Subsidiary is 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
each Subsidiary is engaged. The Company has no reason to believe that it or any Subsidiary 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 materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations
of the Company, taken as a whole.


 


Section 4.17
REGULATORY PERMITS. The Company and each Subsidiary possesses all material certificates, authorizations and permits issued by the
appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and neither the Company, nor any Subsidiary
has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.


 


 


 


 






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Section 4.18
TAX STATUS. The Company and each Subsidiary has made or filed all federal and state income and all other material tax returns,
reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company has set aside
on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental
assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those
being contested in good faith and has set aside on its books 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 know of no basis for any such claim.


 


Section 4.19
TRANSACTIONS WITH AFFILIATES. Except as set forth in the SEC Documents, none of the officers or directors of the Company or any
Subsidiary, is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, consultants,
officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is
an officer, director, trustee or partner, in each case in excess of the lesser of (i) $120,000 or (ii) one percent of the average of the
Company’s total assets at year end for the last two completed fiscal years, other than for (i) payment of salary or consulting fees
for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company or any Subsidiary and (iii) other employee benefits,
including stock option agreements under any stock option plan of the Company.


 


Section 4.20
FOREIGN CORRUPT PRACTICES. Neither the Company, any Subsidiary, nor to the knowledge of the Company, any agent or other Person
acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment
or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government
officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully
any contribution made by the Company or any Subsidiary (or made by any Person acting on its behalf of which the Company is aware) which
is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


 


Section 4.21
SARBANES-OXLEY. The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable
to it.


 


Section 4.22
CERTAIN FEES. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated
by the Transaction Documents. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or
on behalf of other Persons for fees of a type contemplated in this Section 4.22 that may be due in connection with the transactions
contemplated by the Transaction Documents.


 


Section 4.23
INVESTMENT COMPANY. The Company is not an “investment company” within the meaning of the Investment Company Act of
1940, as amended.


 


Section 4.24
ACCOUNTANTS. The Company’s independent auditors are set forth in the SEC Documents and, to the knowledge of the Company,
such accountants are an independent registered public accounting firm as required by the Securities Act.


 


Section 4.25
NO MARKET MANIPULATION. Neither the Company, nor any Subsidiary has, and to its knowledge no Person acting on either of their behalf
has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation
for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another
to purchase any other securities of the Company.


 


 


 


 






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Section 4.26
NO DISQUALIFICATION EVENTS. None of the Company, any Subsidiary, any affiliated issuer, any director, executive officer, other
officer of the Company or any Subsidiary participating in the offering contemplated hereby, 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 Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered
Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the
Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3)
under the Securities Act.


 


Section 4.27
MONEY LAUNDERING. The Company and each Subsidiary is in compliance with, and has 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.


 


Section 4.28 ILLEGAL OR UNAUTHORIZED
PAYMENTS; POLITICAL CONTRIBUTIONS. Neither the Company, nor any Subsidiary has, nor, to the best of the Company’s knowledge
(after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents or other representatives of
the Company, any Subsidiary or any other business entity or enterprise with which the Company is or has been affiliated, has, directly
or indirectly, made or authorized any payment, contribution or gift of money, property, or services, in contravention of applicable law,
(a) as a kickback or bribe to any Person or (b) to any political organization, or the holder of or any aspirant to any elective or appointive
public office except on behalf of the Company.


 


Section 4.29
SHELL COMPANY STATUS. The Company is not currently an issuer identified in Rule 144(i)(1)(i) under the Securities Act, is subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, has filed all reports and other materials required to be filed
by Section 13 or 15(d) of the Exchange Act, as applicable during the preceding 12 months, and, as of a date at least one year prior to
the Execution Date, has filed current “Form 10 information” with the SEC (as defined in Rule 144(i)(3) of the Securities Act)
reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i) of the Securities Act.


 


Section 4.30
ABSENCE OF SCHEDULES. In the event that on the Execution Date, the Company does not deliver any disclosure schedule contemplated
by this Agreement, the Company hereby acknowledges and agrees that (i) each such undelivered disclosure schedule shall be deemed to read
as follows: “Nothing to Disclose”, and (ii) the Investor has not otherwise waived delivery of such disclosure schedule.


 


ARTICLE
V


COVENANTS OF INVESTOR


 


Section 5.1 COMPLIANCE WITH LAW;
TRADING IN SECURITIES. The Investor’s trading activities with respect to shares of Common Stock will be in compliance with all
applicable state and federal securities laws and regulations and the rules and regulations of FINRA and the Principal Market.


 


Section 5.2 SHORT
SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuant to any understanding
with it, will execute any Short Sales during the period from the Execution Date to the end of the Commitment Period. For the purposes
hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such number of shares of Common Stock reasonably
expected to be purchased under a Put Notice shall not be deemed a Short Sale. The Investor shall, until such time as the transactions
contemplated by this Agreement are publicly disclosed by the Company in accordance with the terms of this Agreement, maintain the confidentiality
of the existence and terms of this transaction and the information included in the Transaction Documents. The Investor agrees not to disclose
any Confidential Information of the Company to any third party, except for attorneys, accountants, advisors who have a need to know such
Confidential Information and are bound by confidentiality, and shall not use any Confidential Information for any purpose other than in
connection with, or in furtherance of, the transactions contemplated hereby. The Investor acknowledges that the Confidential Information
of the Company shall remain the property of the Company and agrees that it shall take all reasonable measures to protect the secrecy of
any Confidential Information disclosed by the Company.


 


 


 


 






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ARTICLE
VI


COVENANTS OF THE COMPANY


 


Section 6.1 REMOVED AND RESERVED.


 


Section 6.2
LISTING OF COMMON STOCK. The Company shall promptly secure the listing of all of the Put Shares and Commitment Shares to be issued
to the Investor hereunder on the Principal Market (subject to official notice of issuance) and shall use commercially reasonable best
efforts to maintain, so long as any shares of Common Stock shall be so listed, the listing of all such Put Shares and Commitment Shares
from time to time issued hereunder. The Company shall use its commercially reasonable efforts to continue the listing and trading of the
Common Stock on the Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all
respects with the Company’s reporting, filing and other obligations under the bylaws or rules of FINRA and the Principal Market.
The Company shall not take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock on
the Principal Market. The Company shall promptly, and in no event later than the following Trading Day, provide to the Investor copies
of any notices it receives from any Person regarding the continued eligibility of the Common Stock for listing on the Principal Market.
The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 6.2). The Company
shall take all action necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.


 


Section 6.4 FILING OF CURRENT REPORT
AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form 8-K, including the Transaction Documents
as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the transactions contemplated by, and describing
the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall permit the
Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Trading Days 
prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor shall use its
reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Trading Day from the date
the Investor receives it from the Company. Pursuant to the terms of the Registration Rights Agreement, the Company shall also file with
the SEC, a new registration statement on Form S-1 (the “Registration Statement”) covering the resale of the Put Shares
and Commitment Shares.


 


Section 6.5 ISSUANCE
OF COMMITMENT SHARES. In consideration for the Investor’s execution and delivery of, and performance under this Agreement, subject
to the regulatory approval of increase of authorized shares. The Company shall cause the Transfer Agent to issue the Commitment Shares
to the Investor on the Execution Date. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Execution
Date, and the issuance of the Commitment Shares is not contingent upon any other event or condition, including, without limitation, the
effectiveness of the Registration Statement or the Company’s submission of a Put Notice to the Investor and irrespective of any
termination of this Agreement.


 


Section 6.6
DUE DILIGENCE; CONFIDENTIALITY; NON-PUBLIC INFORMATION. The Investor shall have the right, from time to time as the Investor may
reasonably deem appropriate, to perform reasonable due diligence on the Company during normal business hours. The Company, each Subsidiary
and their respective officers and employees shall provide information and reasonably cooperate with the Investor in connection with any
reasonable request by the Investor related to the Investor’s due diligence of the Company. The Company agrees not to disclose any
Confidential Information of the Investor to any third party, except for attorneys, accountants, advisors who have a need to know such
Confidential Information and are bound by confidentiality, and shall not use any Confidential Information for any purpose other than in
connection with, or in furtherance of, the transactions contemplated hereby. The Company acknowledges that the Confidential Information
of the Investor shall remain the property of the Investor and agrees that it shall take all reasonable measures to protect the secrecy
of any Confidential Information disclosed by the Investor. The Company confirms that neither it nor any other Person acting on its behalf
shall provide the Investor or its agents or counsel with any information that constitutes or might constitute material, non-public information,
unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of
a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined in the reasonable good faith judgment
of the Investor), in addition to any other remedy provided herein or in the other Transaction Documents, the Investor shall have the right
to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information
without the prior approval by the Company; provided the Investor shall have first provided notice to the Company that it believes it has
received information that constitutes material, non-public information, and the Company shall have had at least twenty-four (24) hours
to publicly disclose such material, non-public information prior to any such disclosure by the Investor, and the Company shall have failed
to publicly disclose such material, non-public information within such time period. The Investor shall not have any liability to the Company,
any Subsidiary, or any of their respective directors, officers, employees, stockholders, affiliates or agents, for any such disclosure.
The Company understands and confirms that the Investor shall be relying on the foregoing covenants in effecting transactions in securities
of the Company.


 


 


 






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Section 6.7 PURCHASE
RECORDS. The Company shall maintain records showing the Available Amount at any given time and the date, Investment Amount and Put
Shares for each Put, contained in the applicable Put Notice.


 


Section 6.8 TAXES.
The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery of any
shares of Common Stock to the Investor made under this Agreement.


 


Section 6.9
USE OF PROCEEDS. The Company will use the net proceeds from the offering of Put Shares hereunder in the manner described in the
Registration Statement or the SEC Documents.


 


Section 6.10 TRANSACTION
DOCUMENTS. On the Execution Date, the Company shall deliver to the Investor executed copies of all of the Transaction Documents.


 


ARTICLE VII


CONDITIONS TO DELIVERY OF PUT
NOTICES AND CONDITIONS TO CLOSING


 


Section 7.1 CONDITIONS PRECEDENT
TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PUT SHARES. The right of the Company to issue and sell the Put Shares to the Investor
is subject to the satisfaction of each of the conditions set forth below:


 


(a)               
ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be
true and correct in all material respects as of the Execution Date and as of the date of each Closing as though made at each such time.


 


(b)               
PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.


 


(c)               
REGISTRATION STATEMENT. The Company shall not have the right to issue any Put Shares if the Registration Statement, and
any amendment or supplement thereto, shall fail to be and remain effective for the resale by the Investor of the Put Shares and Commitment
Shares.


 


Section 7.2CONDITIONS PRECEDENT
TO THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The obligation of the Investor hereunder to purchase Put Shares is subject to
the satisfaction of each of the following conditions:


 


(a)               
REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall be and remain effective
for the resale by the Investor of the Put Shares and the Commitment Shares and (i) neither the Company nor the Investor shall have received
notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise
has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened
to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement or related prospectus
shall exist. The Company shall have prepared and filed with the SEC a final and complete prospectus (the preliminary form of which shall
be included in the Registration Statement) and shall have delivered to the Investor a true and complete copy thereof. Such prospectus
shall be current and available for the resale by the Investor of all of the Securities covered thereby.


 


(b)               
ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall
be true and correct in all material respects as of the Execution Date and as of the date of each Closing (except for representations and
warranties under the first sentence of Section 4.3, which are specifically made as of the Execution Date and shall be true and
correct in all respects as of the Execution Date).


 


 


 


 






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(c)               
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d)               
NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely
affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the
effect of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.


 


(e)               
ADVERSE CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably
likely to have a Material Adverse Effect has occurred.


 


(f)                
NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended
by the SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for listing
or quotation on and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or halting for any
reason, of the trading of the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have the right to return
to the Company any remaining amount of Put Shares associated with such Put, and the Purchase Price with respect to such Put shall be
reduced accordingly.


 


(g)               
BENEFICIAL OWNERSHIP LIMITATION. The number of Put Shares to be purchased by the Investor shall not exceed the number of
such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially
owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined
in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g),
in the event that the amount of Common Stock outstanding, as determined in accordance with Section 16 of the Exchange Act and the regulations
promulgated thereunder, is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is given,
the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether the Investor, when aggregating
all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following such
Closing Date. The “Beneficial Ownership Limitation” shall be 9.99%  of the
number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable pursuant
to a Put Notice.


 


(h)               
NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the Registration
Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading Days
following the Trading Day on which such Put Notice is deemed delivered). The Company shall have no knowledge of any untrue statement (or
alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading, in the Registration Statement,
any effective registration statement filed pursuant to the Registration Rights Agreement or any post-effective amendment or prospectus
which is a part of the foregoing, unless the Company has filed an amendment with the SEC or taken such other.


 


(i)                 
NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval
requirements of the Principal Market.


 


(j)                 
OFFICER’S CERTIFICATE. On the date of delivery of each Put Notice, the Investor shall have received the Closing Certificate
executed by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as
of the date of each such certificate.


 


(k)               
DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”


 


 


 


 






    	 	15	 



     


    

 


(l)                 
SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have
been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act (other than Forms 8-K) shall have been
filed with the SEC within the applicable time periods prescribed for such filings under the Exchange Act.


 


 (m)                REMOVED AND RESERVED.




 


(n)                
REMOVED AND RESERVED.




 


(o)               
MINIMUM PRICING. The lowest traded price of the Common Stock in the five (5) Trading Days immediately preceding the respective
Put Date must exceed $0.01 per share.


 


(p)               
NO VIOLATION. No statute, regulation, order, guidance, decree, writ, ruling or injunction shall have been enacted, entered,
promulgated, threatened or endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction,
including, without limitation, the SEC, which prohibits the consummation of or which would materially modify or delay any of the transactions
contemplated by the Transaction Documents.


 


(q)               
[Intentionally omitted.]


 


ARTICLE VIII


LEGENDS


 


Section 8.1 NO
RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Put Shares.


 


Section 8.2
INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations hereunder
to comply with all applicable securities laws upon the sale of the Common Stock.


 


ARTICLE IX


NOTICES; INDEMNIFICATION


 


Section 9.1
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 (a) personally served, (b) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by
hand delivery, telegram, or e-mail as a PDF, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (i) upon hand delivery or delivery by e-mail at the address designated below (if delivered on a business day
during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (ii) on the second business day following
the date of mailing by express courier service or on the fifth business day after deposited in the mail, in each case, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.


 


The addresses for such communications
shall be:


 


If to the Company:


 


Bonanza Goldfields Corp.


37/F, Singapore Land Tower, 50 Raffles Place


Downtown Core 048623


Singapore


Email: edmond.chan@marveldigital.com


Attention: Chan Man Chung, CEO


 


 


 


 






    	 	16	 



     


    

 


If to the Investor:


 


Williamsburg Venture Holdings,


LLC 395 Leonard St, Suite 719


Brooklyn NY, 11211


E-mail: rg@williamsburg.ventures


Attention: Ronald Glenn, Managing Member


 


Either party hereto may from time to time change its
address or e-mail for notices under this Section 9.1 by giving at least ten (10) days’ prior written notice of such changed
address to the other party hereto.


 


Section 9.2
INDEMNIFICATION. Each party hereto (an “Indemnifying Party”) agrees to indemnify and hold harmless the other
party along with its officers, directors, employees, and authorized agents and representatives, and each Person or entity, if any, who
controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the rules and regulations
thereunder (an “Indemnified Party”) from and against any and all Damages, joint or several, and any and all actions
in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation,
breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained
in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any
registration statement pursuant to the Registration Rights Agreement or any post-effective amendment thereof or supplement thereto, or
the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein
not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained
in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the
circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act
or any state securities law, as such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party’s
failure to perform any covenant or agreement contained in this Agreement or the Indemnified Party’s negligence, recklessness, fraud,
willful misconduct or bad faith in performing its obligations under this Agreement; provided, however, that the foregoing
indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based
upon any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and
in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration
Statement, any post- effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended
or supplemented).


 


Section 9.3METHOD OF ASSERTING
INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.1 shall be asserted and resolved
as follows:


 


(a)               
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted
against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third
Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and
specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that is
being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with reasonable
promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the
Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified
Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by
such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period
ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined
below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or the amount of its liability
to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend
the Indemnified Party against such Third Party Claim.


 


 


 


 






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(i)                 
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend
the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall
have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying
Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying
Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified
Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment
of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.1). The Indemnifying
Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however,
that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s
delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other
action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided, further,
that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide
reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The
Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying
Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and
expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may takeover the control of the defense
or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.1 with respect
to such Third Party Claim.


 


(ii)               
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires
to defend the Third Party Claim pursuant to this Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute
vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the
Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the
Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner
and in good faith or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which consent
will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise
or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and
expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party
Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party
has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its
liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying
Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the
Indemnified Party’s defense pursuant to this clause (ii) or of the Indemnifying Party’s participation therein at the Indemnified
Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses
incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any
defense or settlement controlled by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own
costs and expenses with respect to such participation.


 


(iii)             
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability
to the Indemnified Party with respect to the Third Party Claim under Section 9.1 or fails to notify the Indemnified Party within
the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with
respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the
Indemnifying Party under Section 9.1 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on
demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such Third Party Claim,
the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided,
however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled
to institute such legal action as it deems appropriate.


 


 


 


 






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(b)               
In the event any Indemnified Party should have a claim under Section 9.1 against the Indemnifying Party that does not involve
a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.1 specifying
the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined
in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The failure
by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the
Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party
that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify the Indemnified Party
within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity Notice,
the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section
9.1 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party
has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified
Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within
thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.


 


(c)               
The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for
any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.


 


(d)               
The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified
Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 


ARTICLE
X


 MISCELLANEOUS




 


Section 10.1
GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without
regard to the principles of conflicts of law (whether of the State of New York or any other jurisdiction).


 


Section 10.2
ARBITRATION. Any disputes, claims, or controversies arising out of or relating to the Transaction Documents, or the transactions,
contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the
scope or applicability of this Agreement to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration
to be conducted before the Judicial Arbitration and Mediation Service (“JAMS” ), or its successor pursuant the expedited
procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules” ), including Rules 16.1
and 16.2 of those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of three (3) arbitrators each
of whom will be selected in accordance with the “strike and rank” methodology set forth in Rule 15. Either party to this Agreement
may, without waiving any remedy under this Agreement, seek from any federal or state court sitting in the State of New York any interim
or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal.
The costs and expenses of such arbitration shall be paid by and be the sole responsibility of the Company, including but not limited to
the Investor’s attorneys’ fees and each arbitrator’s fees. The arbitrators’ decision must set forth a reasoned
basis for any award of damages or finding of liability. The arbitrators’ decision and award will be made and delivered as soon as
reasonably possibly and in any case within sixty (60) days’ following the conclusion of the arbitration hearing and shall be final
and binding on the parties and may be entered by any court having jurisdiction thereof.


 


Section
10.3 JURY TRIAL WAIVER. THE COMPANY AND THE INVESTOR HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION
DOCUMENTS.


 


Section 10.4
ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Company and the Investor and their respective
successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other
Person.


 


 


 


 






    	 	19	 



     


    

 


Section 10.5
NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective successors,
and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in Article IX.


 


Section 10.6
TERMINATION. The Company may terminate this Agreement at any time by written notice to the Investor, except while the Investor
holds any of the Put Shares. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment
Period; (ii) the date that the Company sells and the Investor purchases the Maximum Commitment Amount; or (iii) the date in which the
Registration Statement is no longer effective, or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company
or the Investor commences a voluntary case or any Person commences a proceeding against the Company or the Investor, a Custodian is appointed
for the Company or the Investor or for all or substantially all of its property or the Company or the Investor makes a general assignment
for the benefit of its creditors as applicable; provided, however,
that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in
Article X shall survive the termination of this Agreement for the maximum length of time allowed under applicable law.


 


Section 10.7
ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings,
oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


Section 10.8
FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each party
shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer
Agent fees, Investors fees related to the DWAC of Securities, stamp taxes and other taxes and duties levied in connection with the delivery
of any Securities to the Investor. The Investor shall withhold $12,500 from the Investment Amount with respect to the first Put under
this Agreement for reimbursement of the Investor’s expenses relating to the preparation of the Transaction Documents. The Company
shall also pay the Investor $12,500 in cash for reimbursement of the Investor’s expenses relating to the preparation of the Transaction
Documents.


 


Section 10.9
COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which may be executed by less than all of the parties
and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing such counterparts and
all of which together shall constitute one and the same instrument. This Agreement may be delivered to the other parties hereto by e-mail
of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.


 


Section 10.10
SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to
be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability
shall be ineffective if it materially changes the economic benefit of this Agreement to any party.


 


Section 10.11
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.


 


Section 10.12
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.


 


Section 10.13
EQUITABLE RELIEF. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Investor 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 Investor 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.


 


 


 


 






    	 	20	 



     


    

 


Section 10.14
TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not to be
considered in construing or interpreting this Agreement.


 


Section 10.15
AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after the date that is one
(1) Trading Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding
sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by both parties hereto and (ii)
no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver
is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right,
power or privilege.


 


Section 10.16
PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public
statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any
such public statement, other than as required by law, without the prior written consent of the other parties, which consent shall not
be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which such
case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing, the
Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent required
by law. The Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be “material
contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file
such documents as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further
agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation
with its counsel.


 


 


 


** Signature Page
Follows **


 


 


 


 


 


 


 


 


 






    	 	21	 



     


    

 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the Execution Date.


 


Bonanza Goldfields Corp.


 


 


By: /s/ Chan Man Chung                    


Name:Chan Man Chung


Title:Chief Executive Officer


 


 


Williamsburg Venture Holdings, LLC


 


 


By:  /s/ Ronald Glenn                           


Name: Ronald Glenn


Title: Managing Member


 


 


 


 


 


 


 


** Signature Page to
Equity Purchase Agreement **


 


 


 


 


 


 


 


 






    	 	22	 



     


    

 


EXHIBIT A


 


FORM OF PUT NOTICE


TO: Williamsburg Venture Holdings, LLC


 


DATE:                                            


 


We refer to
the Equity Purchase Agreement, dated April 1, 2022 (the “Agreement”), entered into by and between Bonanza Goldfields
Corp. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.


 


We hereby:


 


	1)	Give you notice that we require you to purchase                
                                                              Put Shares; and



 


	2)	The purchase price per share, pursuant to the terms of the Agreement, is                                   ; and
	 	 
	3)	Certify that, as of the date hereof, the conditions set forth in Section 7.2 of the
Agreement are satisfied.



 


 


Bonanza Goldfields Corp.


 


By:                                                


Name: Chan Man Chung


Title: Chief Executive Officer


 


 


 


 


 


 


 


 


 


 


 






    	 	23	 



     


    

 


EXHIBIT B


 


FORM OF OFFICER’S CERTIFICATE


OF Bonanza
Goldfields Corp.


 


Pursuant to Section 7.2(k)
of that certain equity purchase agreement, dated April 1, 2022 (the “Agreement”), by and between Bonanza Goldfields
Corp. (the “Company”) and Williamsburg Venture Holdings, LLC (the “Investor”), the undersigned,
in his capacity as Chief Executive Officer of the Company, and not in his individual capacity, hereby certifies, as of the date hereof
(such date, the “Condition Satisfaction Date”), the following:


 


1.                 
The representations and warranties of the Company are true and correct in all material respects as of the Condition Satisfaction
Date as though made on the Condition Satisfaction Date (except for representations and warranties specifically made as of a particular
date), except for any conditions which have been waived by the Investor or temporarily caused any representations or warranties of the
Company set forth in the Agreement to be incorrect and which have been corrected with no continuing impairment to the Company or the Investor;
and


 


2.                  
All of the conditions precedent to the obligation of the Investor to purchase Put Shares set forth in the Agreement, including
but not limited to Section 7.2 of the Agreement, have been satisfied as of the Condition Satisfaction Date.


 


Capitalized terms used herein shall
have the meanings set forth in the Agreement unless otherwise defined herein.


 


IN WITNESS WHEREOF, the undersigned has hereunto
affixed his hand as of February 24, 2022.


 


By:                                           


Name: Chan Man Chung


Title: Chief Executive Officer


 


 


 


 


 


 






    	 	24	 



     


    

 


EXHIBIT C


 


FORM OF TRANSFER AGENT INSTRUCTION
LETTER


 


 


 


 


 


 


 


 


 


 


 


 






    	 	25	 



     


    

 


EXHIBIT D


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	26	 



     


    

 


DISCLOSURE SCHEDULES


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	27