SECURITIES
PURCHASE AGREEMENT


This
Securities Purchase Agreement (this “Agreement”) is dated as of January ___, 2018, between MassRoots, Inc.,
a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each,
including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).


WHEREAS,
subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to each Purchaser, and
each Purchaser, severally and not jointly, desires to purchase up to $2,000,000 of securities of the Company as subject to certain
restrictions on transfer as more fully described in this Agreement.


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 each Purchaser agrees as follows:


ARTICLE
I.

DEFINITIONS


1.1 
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following
terms have the meanings set forth in this Section 1.1:


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.4.


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


“Approved
Stock Plan” shall have the meaning ascribed to such term in Section 4.10.


“Board
of Directors” means the board of directors of the Company.


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


“Closing”
means the closing of the purchase and sale of the Units pursuant to Section 2.1.


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchaser’s obligations to pay the Subscription Amount and (ii)
the Company’s obligations to deliver the Units, in each case, have been satisfied or waived, but in no event later than
the third Trading Day following the date hereof.



    	 	 	 



     


    

 





 “Commission”
means the United States Securities and Exchange Commission.


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


“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, rights, options, warrants 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
Counsel” means Sheppard Mullin Richter & Hampton, LLP, with offices located at 30 Rockefeller Plaza, 39th
Floor, New York, NY 10112.


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


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


 


“GAAP”
means United States generally accepted accounting principles applied on a consistent basis during the periods involved.


“Insolvent”
shall have the meaning ascribed to such term in Section 3.1(i)(ii).


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).


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


“Lower
Price Issuance” shall have the meaning ascribed to such term in Section 4.10.


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


“Per
Unit Purchase Price” equals $0.20 per Unit.


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


“Proceeding”
means an Action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.7.



    	 	 	 



     


    




“Qualified
Transaction” means one or more acquisitions by the Company of any business, assets, stock, licenses, interests or properties
(including, without limitation, intellectual property rights) approved by the stockholders (if required) of the Company or any
acquisition involving assets, shares of capital stock, any purchase, merger, consolidation, recapitalization, or reorganization
or involving any licensing, royalties, sharing arrangement or otherwise which requires the filing by the Company of a Current
Report on Form 8-K with the inclusion of audited financial statements of the target and which value of such Qualified Transaction
is in excess of $5,000,000 for the Company’s interest therein.  For purposes hereof, the value of a Qualified Transaction
shall take into account all cash, stock, present value of all royalties, settlement amounts, future payments, license fees received
or owed, and all other consideration associated with such acquisition of any kind whatsoever.


“Registrable
Securities” means the Common Stock and the Warrants issued or issuable pursuant to the Transaction Documents, together
with any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event
with respect to the foregoing.


“Registration
Statement” means the registration statement on Form S-1 covering the resale of the shares of Common Stock and the Warrant
Shares underlying the Units, required to be filed with the Commission within fourteen (14) days of Closing pursuant to Section
4.19 of this Agreement, together with any amendments and supplements to such registration statement, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such
registration statement.


 


“Regulation
D” shall mean Rule 501(a) of Regulation D, as amended, under the Securities Act.


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


“Required
Purchaser Approval” shall have the meaning ascribed to such term in Section 3.1(m).


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


“Units”
means the units comprised of shares of Common Stock and Warrants issued or issuable to each Purchaser pursuant to this Agreement.


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock). 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Units purchased hereunder as specified below
such Purchaser’s name on the signature pages of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds.



    	 	 	 



     


    




“Subsidiary”
means any subsidiary of the Company, and shall, where applicable, also include any direct or indirect subsidiary of the Company
formed or acquired after the date hereof.


“Termination
Date” shall have the meaning ascribed to such term in Section 5.1.


“Trading
Day” means a day on which the principal Trading Market is open for trading.


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange or the OTCQB (or any successors to any of the foregoing).


“Transaction
Documents” means this Agreement and any other documents or agreements executed in connection with the transactions contemplated
hereunder.


“Transfer
Agent” means Pacific Stock Transfer, the current transfer agent of the Company, with a mailing address of 6725 Via Austi
Parkway, Las Vegas, Nevada 89119, and any successor transfer agent of the Company.


 


“Warrants”
means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a)(ii)
hereof, which Warrants shall be in the form attached hereto on Exhibit A.


 


Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrants.




    	 



    	 



    

 


ARTICLE
II.

PURCHASE AND SALE


2.1 
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with
the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally
and not jointly, agrees to purchase that number of Units specified below such Purchaser’s name on the signature pages of
this Agreement and next to the heading “Units.” On the Closing Date, each Purchaser shall deliver to the Company via
wire transfer, immediately available funds equal to its Subscription Amount as set forth on the signature page hereto executed
by each Purchaser and the Company shall deliver to each Purchaser such number of Units equal to such Purchaser’s Subscription
Amount divided by the Per Unit Purchase Price, and the Company and each Purchaser shall deliver the other items set forth in Section
2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing
shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.


2.2 
Deliveries.


(a)              
On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


(i)
       this Agreement duly executed by the Company;


(ii)
       a Warrant duly executed by the Company and registered in the name of such Purchaser
to purchase such number of shares of Common Stock as is equal to the number of shares of Common Stock purchased by the Purchaser
hereunder as part of the Units, with an exercise price per share equal to $0.40, subject to adjustment as provided therein (provided
that such original Warrant certificate may be delivered within five Trading Days following the Closing Date); and


(iii)       each
of the other Transaction Documents to which the Company is a party, each duly executed by the Company.


(b)              
On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:


(i)                
this Agreement duly executed by such Purchaser and sent to the following address on behalf of the Company:


Sheppard
Mullin Richter & Hampton LLP


30
Rockefeller Plaza, 39th Floor


New
York, NY 10112


Attention:
Andrea Cataneo



    	 	 	 



     


    




 


(ii)             
The Subscription Amount, either in a check payable to “MassRoots, Inc.” sent to the address set forth on the Company’s
signature page hereto for an amount covering the aggregate number of Units subscribed for in this offering or wired to:


 


(iii)           
each of the other Transaction Documents to which the Purchaser is a party, each duly executed by the Purchaser.


2.3 
Closing Conditions.


(a)       The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


(i)                
the accuracy in all material respects on the Closing Date of the representations and warranties of each Purchaser contained herein
(unless as of a specific date therein, which shall be accurate as of such date);


(ii)             
all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have
been performed;


(iii)           
the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement;


(iv)            
no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority that prohibits the consummation of any of the transactions contemplated by the Transaction
Documents, and no Proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely
affect any of the transactions contemplated by the Transaction Documents;


(v)              
the shares of Common Stock and the Warrant Shares underlying the Units shall be designated for listing or quotation (as the case
may be) on the Company’s principal Trading Market; and


(vi)            
from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg
L.P. shall not have been suspended or limited, nor shall a banking moratorium have been declared either by the United States or
New York State authorities.


(b)              
The respective obligations of each Purchaser hereunder in connection with the Closing are subject to the following conditions
being met:


(i)                
the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained
herein (unless as of a specific date therein, which shall be accurate as of such date);


(ii)             
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been
performed;


(iii)           
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;



    	 	 	 



     


    




(iv)            
there shall have been no event, change or development that has had, or would reasonably be expected to have, a Material Adverse
Effect with respect to the Company since the date hereof;


(v)              
no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority that prohibits the consummation of any of the transactions contemplated by the Transaction
Documents, and no Proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely
affect any of the transactions contemplated by the Transaction Documents;


(vi)            
the shares of Common Stock and the Warrant Shares underlying the Units shall be designated for listing or quotation (as the case
may be) on the Company’s principal Trading Market; and


(vii)         
from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg
L.P. shall not have been suspended or limited, nor shall a banking moratorium have been declared either by the United States or
New York State authorities.


ARTICLE
III.

REPRESENTATIONS AND WARRANTIES


3.1 
Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules
shall be deemed a part hereof and shall qualify any representation made herein to the extent of the disclosure contained in the
corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each
Purchaser:


(a)              
Subsidiaries. All of the direct and indirect Subsidiaries of the Company, and the place and form of organization of each
Subsidiary are as set forth in the SEC Reports. The Company owns equity interests of each Subsidiary as set forth in the SEC Reports,
free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are duly authorized,
validly issued and are fully paid, non-assessable and free of preemptive and similar rights of others to subscribe for or purchase
securities. Except for the capital stock of, or other equity or voting interests in, those Subsidiaries set forth in the SEC Reports,
the Company does not own, directly or indirectly, any capital stock of, or other equity or voting interests in, any Person.


(b)              
Organization and Qualification. The Company and 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. Neither the
Company nor any Subsidiary is 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: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business,
prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction
Document (any of (i), (ii) or (iii), 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.






    	 	 	 



     


    

      (c)        
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action
or corporate proceeding is required by the Company, the Board of Directors or the Company’s stockholders in connection therewith
other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party
has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof
and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with
its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.


(d)              
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents
to which it is a party, the issuance and sale of the Units and the consummation by it of the transactions contemplated hereby
and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default
or breach (or an event that with notice or lapse of time or both would become a default or breach) 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 (with or without notice, lapse of time or both) of, any agreement, credit facility, debt
or other instrument (evidencing a Company or Subsidiary debt or otherwise), certificate, authorization, permit, license, or other
understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary
is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary
is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or
a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably
be expected to result in a Material Adverse Effect.


(e)              
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority
or other Person, including any Trading Market or any shareholder approval under the provisions of the Company’s principal
Trading Market, in connection with the execution, delivery and performance by the Company of the Transaction Documents, other
than: (i) the filings required pursuant to Section 4.3 of this Agreement, (ii) the filing of a Form D with the Commission, and
(iii) such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).


(f)               
Issuance of the Units. The shares of Common Stock and the Warrant Shares underlying the Units are duly authorized and,
when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid
and nonassessable, free and clear of all Liens. Subject to the accuracy of the representations and warranties of the Purchasers
party to this Agreement, the offer and issuance by the Company of the Units is exempt from registration under the Securities Act.



    	 	 	 



     


    




(g)              
Capitalization. The capitalization of the Company (including the authorized capital stock of the Company, the issued and
outstanding shares of capital stock of the Company and the number of shares of capital stock of the Company issuable upon the
exercise or conversion, as applicable, of any Common Stock Equivalents) is as set forth on Schedule 3.1(g). Except as disclosed
on Schedule 3.1(g), 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 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. Except as disclosed on Schedule 3.1(g), 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 a result of the purchase and sale of the Units and as disclosed in the SEC Reports, 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 (or any other securities of the Company which, whether after notice, lapse of
time, or payment of monies, are or would be convertible into or exchangeable or exercisable) for, or giving any Person any right
to subscribe for or acquire, or any phantom stock or stock appreciation rights relating to, any shares of Common Stock or other
capital stock of the Company, 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 or other capital stock of the Company.
The issuance and sale of the Units will not obligate the Company to issue shares of Common Stock or other securities to any Person
(other than the Purchaser). All of the outstanding shares of capital stock of the Company are duly authorized, validly issued,
fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding
shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further
approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Units.
Except as disclosed on Section 3.1(g) of the Disclosure Schedules, 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.


(h)              
SEC Reports; Financial Statements. The Company has filed or furnished, as applicable, all reports, schedules, forms, statements
and other documents required to be filed or furnished, as applicable, by the Company under the Securities Act and the Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (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 Reports”)
on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration
of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of
the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002, and any rules and regulations promulgated thereunder
applicable to such SEC Report, as applicable, and none of the SEC Reports, 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
the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or
furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material
to, the Commission. The financial statements of the Company included in or incorporated by reference into the SEC Reports comply
in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect
thereto as in effect at the time of filing. Such financial statements have been prepared from, and are in accordance with the
books and records of the Company and its Subsidiaries and have been prepared in accordance with GAAP, except as may be otherwise
specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all
footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company and
its consolidated Subsidiaries as of and for the dates thereof and the results of operations, changes in stockholders’ equity
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit
adjustments. 



    	 	 	 



     


    




(i)                
Material Changes; Undisclosed Events, Liabilities or Developments.


(i)                
Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in
a subsequent SEC Report filed prior to the date hereof, (1) there has been no event, occurrence or development that has had or
that could reasonably be expected to result in a Material Adverse Effect, (2) the Company has not incurred any liabilities (contingent
or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past
practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed
by the Company under applicable securities laws in filings made with the Commission, (3) the Company has not altered its method
of accounting or the identity of its auditors, (4) the Company has not declared or made any dividend or distribution of cash or
other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital
stock, (5) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing
Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business, and (7) the Company
has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business.
The Company does not have pending before the Commission any request for confidential treatment of information. Except for the
issuance of the Units contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred
or exists with respect to the Company, any of its Subsidiaries or any of their respective business, prospects, properties, liabilities,
operations (including results thereof), assets or condition (financial or otherwise) that (x) would be required to be disclosed
by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly
disclosed at least 3 Trading Days prior to the date that this representation is made, or (y) could reasonably be expected to result
in a Material Adverse Effect.


(ii)             
The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization,
receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors
intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor
to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at
the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value
of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company
is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as
such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business
or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.


(j)                
Litigation. There is no action, suit, order, claim, litigation, inquiry, notice of violation, arbitration, mediation, proceeding
or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any
of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”) (i) that has had or would reasonably
be expected to have a Material Adverse Effect or (ii) adversely affects or challenges the legality, validity or enforceability
of any of the Transaction Documents or the Units. Neither the Company nor any Subsidiary, nor any director or officer thereof,
is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws
or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission
has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or
any Subsidiary under the Exchange Act or the Securities Act. Neither the Company nor any of its Subsidiaries is subject to any
order, writ, judgment or decree of a court, arbitrator, governmental or administrative agency or regulatory authority (federal,
state, county, local or foreign) that has had or would reasonably be expected to have a Material Adverse Effect. Except as has
not had and would not reasonably be expected to have a Material Adverse Effect, there is no investigation or review pending (or,
to the knowledge of the Company, threatened) by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) with respect to the Company or any of its Subsidiaries.



    	 	 	 



     


    




(k)              
Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any
of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect.


(l)                
Compliance. Since inception, neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no
event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company
or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that
it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or
by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation
of any judgment, decree or order of any court, arbitrator or governmental body or (iii) is or has been in violation of any statute,
rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local
laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and
labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.


(m)            
Title to Assets. The Company and the Subsidiaries have good and marketable title in all personal property owned by them
that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens
as do not materially affect the value of such property, do not materially interfere with the use made and proposed to be made
of such property by the Company and the Subsidiaries, 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 and
the Subsidiaries which is material to the business of the Company and Subsidiaries are held by them under valid, subsisting and
enforceable leases with which the Company and the Subsidiaries are in compliance.


(n)              
Patents and Trademarks. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual
property rights and similar rights, and all applications and registrations therefor, necessary or material to conduct their respective
businesses as now conducted and as presently proposed to be conducted (collectively, the “Intellectual Property Rights”).
None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual
Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within three
(3) years from the date of this Agreement. Neither the Company nor any Subsidiary has received a written notice of a claim alleging,
and to the knowledge of the Company the Intellectual Property Rights do not violate or infringe upon the rights of any Person,
except as disclosed in the SEC Reports. To the knowledge of the Company, all such Intellectual Property Rights are enforceable
and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries
have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties.


(o)              
Material Contracts. For purposes of this Agreement, “Material Contracts” means each outstanding contract
or agreement to which the Company or any of its Subsidiaries is a party, which is or would be required to be filed by the Company
as a “material contract” pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K under the Securities Act.
Except as has not had and would not reasonably be expected to have a Material Adverse Effect, (i) each Material Contract
is in full force and effect (except for those contracts or agreements that have expired in accordance with their terms), is a
legal, valid and binding agreement of the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company,
of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of
the Company, against the other party or parties thereto, in each case, in accordance with its terms, except (x) as limited by
general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (y) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (z) insofar as indemnification and contribution provisions may be limited by
applicable law, (ii) each of the Company and its Subsidiaries has performed or is performing all obligations required to
be performed by it under the Material Contracts and is not (with or without notice or lapse of time or both) in breach or default
thereunder, and has not knowingly waived or failed to enforce any rights or benefits thereunder (other than in the ordinary course
of business consistent with past practice), and, (iii) to the knowledge of the Company, no other party to any of the Material
Contracts is (with or without notice or lapse of time or both) in breach in any material respect or default thereunder.




    	 	 	 



     


    




(p)              
Money Laundering.  To the knowledge of the Company, the operations of the Company and its Subsidiaries are and have
been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency
and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations
thereunder (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the
Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened, nor is there, to the knowledge
of the Company or any Subsidiary, any reasonable basis for any of the foregoing.


(q)              
Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of
the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company is presently a party
to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from, providing for the borrowing of money from or lending of money to 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 $120,000
other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf
of the Company in the ordinary course of business and (iii) other employee benefits, including stock option agreements under any
stock option plan of the Company.


(r)               
Sarbanes-Oxley; Internal Accounting Controls. To the knowledge of Company, the Company and the Subsidiaries are in material
compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof,
and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof
and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide
reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization,
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls
and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules
and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures
of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange
Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under
the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control
over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially
affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.



    	 	 	 



     


    




(s)               
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 Purchaser 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 that may be due in connection with the transactions
contemplated by the Transaction Documents.


(t)                
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Units,
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended. The Company shall conduct its business in a manner so that it will not become an “investment company”
subject to registration under the Investment Company Act of 1940, as amended.


(u)              
Listing and Maintenance Requirements. Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding
the date hereof, received notice from any Trading 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 Trading 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.


(v)              
No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section
3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this
offering of the Units to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval
provisions of any Trading Market on which any of the securities of the Company are listed or designated in such a manner as would
require registration of the sale of the Units under the Securities Act, or would violate the exemption from registration provided
under Section 4(a)(2) or Regulation D promulgated thereunder. Neither the Company nor any person participating on the Company’s
behalf in the transactions contemplated hereby has conducted any “general solicitation” as such term is defined in
Regulation D, with respect to any of the Units being offered hereby.


(w)            
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, the Company and each Subsidiary (i) has made or filed all United States federal and state income
and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject,
(ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be
due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment
of all material 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
or of any Subsidiary know of no basis for any such claim.


(x)              
Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other person acting on
behalf of the Company, 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 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.



    	 	 	 



     


    




(y)              
Acknowledgment Regarding Purchasers’ Purchase of Units. The Company acknowledges and agrees that each of the Purchasers
is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions
contemplated thereby. The Company further acknowledges that no Purchaser is 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 thereby and any
advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents
and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Units. The Company further
represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents
has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


(z)              
Application of Takeover Protections.  The Company and the Board of Directors will have taken as of the Closing Date
all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate
of incorporation (or similar charter documents) or the laws of its state of incorporation that is applicable to the Purchasers
as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents,
including without limitation as a result of the Company’s issuance of the Units and the Purchasers’ ownership of the
Units.


(aa)           
Disclosure.  All of the disclosure in the SEC Reports, is true and correct in all material respects and does not contain
any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that no Purchaser
makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically
set forth in Section 3.2 hereof.


(bb)          
   Acknowledgment Regarding Purchaser’s Trading Activity.  Anything in this Agreement or elsewhere
herein to the contrary notwithstanding, it is understood and acknowledged by the Company that: (i) none of the Purchasers has
been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities
of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for
any specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation,
Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions,
may negatively impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties
in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently have a
“short” position in the Common Stock and (iv) each Purchaser shall not be deemed to have any affiliation with or control
over any arm’s length counter-party in any “derivative” transaction.  The Company further understands and
acknowledges that (y) one or more Purchasers may engage in hedging activities in accordance with all applicable laws at various
times during the period that the Units are outstanding, including, without limitation, during the periods that the value of the
Warrant Shares deliverable with respect to exercise of the Warrants are being determined, and (z) such hedging activities (if
any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging
activities are being conducted.  The Company acknowledges that such aforementioned hedging activities do not constitute a
breach of any of the Transaction Documents.



    	 	 	 



     


    




(cc)           
Regulation M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly
or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of any of the Units, (ii) sold, bid for, purchased, or paid any compensation for
soliciting purchases of, any of the Units, or (iii) paid or agreed to pay to any Person any compensation for soliciting another
to purchase any other securities of the Company.


(dd)          
Stock Option Plans. No claim has been made that any stock option granted under any stock option plan has been backdated.
The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options
prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material
non-public information regarding the Company or its Subsidiaries.


(ee)           
Office of Foreign Assets Control.  Neither the Company nor any Subsidiary  nor, to the Company's knowledge,
any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions
administered by the Office of Foreign Assets Control of the U.S. Treasury Department.


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


3.2 
Representations and Warranties of the Purchasers. Each Purchaser, for itself, hereby represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):


(a)              
Organization; Authority. Such Purchaser, other than an individual Purchaser, is an entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and
authority to enter into and to consummate the transactions contemplated by this Agreement and the Transaction Documents and otherwise
to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser
of the transactions contemplated by this Agreement and the Transaction Documents have been duly authorized by all necessary corporate,
partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. This Agreement has been
duly and validly executed and delivered by such Purchaser, and is a valid and binding obligation of such Purchaser, enforceable
against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law. Each Transaction Document to which it
is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,
will constitute the valid and binding obligation of such Purchaser, enforceable against it in accordance with its terms, except:
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law.



    	 	 	 



     


    




(b)              
Purchaser Status. Such Purchaser is (and at the time such Purchaser was offered the Units, it was) an “accredited
investor” as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer
under Section 15 of the Exchange Act.


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


(d)              
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser
has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed
any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time
that such Purchaser first received a term sheet (written or oral) as of the Company or any other Person representing the Company
setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof.
Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the
investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation
set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment
decision to purchase the Units covered by this Agreement. Other than to other Persons party to this Agreement, such Purchaser
has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence
and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute
a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing
of, available shares to borrow in order to effect Short Sales or similar transactions in the future.


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



    	 	 	 



     


    




(f)               
Restricted Securities. Each Purchaser understands that the Units are characterized as “restricted securities”
under the U.S. federal securities laws since they are being acquired from the Company in a transaction not involving a public
offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities
Act only in certain limited circumstances.


(g)              
Legends. Each Purchaser understands that, except as provided below, any certificates evidencing the Units will bear the
following or any similar legend:


(i)       “The
securities represented hereby may not be transferred unless (x) such securities have been registered for sale pursuant to the
Securities Act of 1933, as amended, (y) such securities may be sold pursuant to an available exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act, or (z) the Company has received an opinion of counsel reasonably
satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933 or qualification
under applicable state securities laws.”


(ii)If
required by the authorities of any state in connection with the issuance of sale of the Units, the legend required by such state
authority.


(h)              
No General Solicitation. Each Purchaser acknowledges that such Purchaser did not learn of the investment in the Units as
a result of any public advertising or general solicitation.


(i)                
Residence. The Purchaser is a resident of the state set forth on the signature page of this Agreement.


(j)                
Public Filing Obligations. The Purchaser will undertake to make all required regulatory filings, including those required by
Section 16 of the Exchange Act;


 


 


The
Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transaction contemplated hereby.



    	 	 	 



     


    




ARTICLE
IV.

OTHER AGREEMENTS OF THE PARTIES


4.1 
Furnishing of Information; Public Information.


(a)              
Until the earliest of the time that (i) no Purchaser owns any Units, or (ii) the Warrants have expired, the Company covenants
to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain
extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after
the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange
Act.


(b)              
At any time commencing on the Closing Date and ending at such time that all of the Common Stock or Warrant Shares may be sold
without restriction or the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction
or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement
under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s other available
remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any
such delay in or reduction of its ability to sell the Units, an amount in cash equal to 1.0% of the aggregate Subscription Amount
of Units of Purchasers then held by such Purchaser on every thirtieth (30th) day (pro-rated for periods totaling less than thirty
days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public
information is no longer required for the Purchasers to transfer the shares of Common Stock underlying the Units or Warrant Shares
pursuant to Rule 144 (but not more than 3.0% in the aggregate). The payments to which a Purchaser shall be entitled pursuant to
this Section 4.2(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure
Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments
are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments
is cured.


4.2 
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any
security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Units for purposes
of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such
other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.


4.3 
Securities Laws Disclosure; Publicity.  The Company shall, by 9:00 a.m. (New York City time) on the first (1st)
Trading Day immediately following the Closing Date, issue a press release disclosing the material terms of the transactions contemplated
hereby, and shall file a Current Report on Form 8-K including the Transaction Documents as exhibits thereto within the time period
required by the Exchange Act. From and after the issuance of such press release and Form 8-K, the Company represents to the Purchasers
that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or
any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions
contemplated by the Transaction Documents existing as of the Closing Date. Notwithstanding the foregoing, the Company shall not
publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory
agency or Trading Market unless the name of such Purchaser is already included in the body of the Transaction Documents, without
the prior written consent of such Purchaser, except: (a) as required by federal securities law in connection with the filing of
final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations).


4.4 
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other
Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison
pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter
adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue
of receiving Units under the Transaction Documents or under any other agreement between the Company and the Purchasers.



    	 	 	 



     


    




4.5 
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the
Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will, after
the date hereof, provide any Purchaser or their respective agents or counsel with any information that the Company believes constitutes
material non-public information, and such Purchaser agrees not to, and shall direct its agents and counsel not to, after the date
hereof request any material non-public information from the Company or any Person acting on its behalf, unless prior thereto such
Purchaser shall have executed a written agreement with the Company regarding the confidentiality and use of such information.
The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions
in securities of the Company.


4.6 
Use of Proceeds. Except as set forth on Schedule 4.6 attached hereto, the Company shall use the net proceeds from the sale
of the Units hereunder for working capital purposes and shall not use such proceeds for: (a) the redemption of any Common Stock
or Common Stock Equivalents, or (b) the settlement of any outstanding litigation.


4.7 
Indemnification of Purchasers. Subject to the provisions of this Section 4.7, the Company will indemnify and hold each
Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls
such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser
Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements (provided the defense of such matter and settlement has been approved by
the Company, which approval will not be unreasonably withheld), court costs and reasonable attorneys’ fees of a single counsel
for representation of all of the Purchaser Parties collectively and costs of investigation that any such Purchaser Party may suffer
or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made
by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties
in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such
Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based
upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any
agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party
of Securities Laws, federal or state securities or any conduct by such Purchaser Party which constitutes fraud, gross negligence,
willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may
be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall
have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any
Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such Purchaser Party’s
counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party,
in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel
for all Purchaser Parties. The Company will not be liable to any Purchaser Party under this Agreement (iv) for any settlement
by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld, conditioned
or delayed; or (v) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser
Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement
or in the other Transaction Documents. The indemnification required by this Section 4.7 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity
agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company
or others and any liabilities the Company may be subject to pursuant to law.






    	 		 



     


    

4.8 
Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation (as the case
may be) of the Common Stock on the Trading Market on which it is currently listed or designated for quotation (as the case may
be), and concurrently with or prior to the Closing, the Company shall apply to list or quote all of the shares of Common Stock
and Warrant Shares underlying the Units on such Trading Market and promptly, but in no event later than the Closing Date, secure
the listing or designation for quotation (as the case may be) of all of the shares of Common Stock and Warrant Shares underlying
the Units on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other
Trading Market, it will then include in such application all of the Common Stock and Warrant Shares underlying the Units, and
will take such other action as is necessary to cause all of the Common Stock and Warrant Shares underlying the Units to be listed
or quoted on such other Trading Market as promptly as possible. The Company will then take all action necessary to continue the
listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Trading Market. The Company shall pay all fees and expenses in connection
with satisfying its obligations under this Section 4.8.






4.9 
Certain Transactions and Confidentiality. Each Purchaser covenants that neither it nor any Affiliate acting on its behalf
or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s
securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated
by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3. 
Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions
contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section
4.3, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included
in the Disclosure Schedules.  Notwithstanding the foregoing, and notwithstanding anything
contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation,
warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time
that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described
in Section 4.3, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company
in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are
first publicly announced pursuant to the initial press release as described in Section 4.3 and (iii) no Purchaser shall have any
duty of confidentiality to the Company or its Subsidiaries after the issuance of the initial press release as described in Section
4.3.  Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby
separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct
knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets,
the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made
the investment decision to purchase the Units covered by this Agreement.



    	 	 	 



     


    




4.10            
Most Favored Nation. For as long as any Purchaser holds Units or any portion thereof, subject to Section 4.20 below, and
other than in connection with (i) the issuance of shares of Common Stock or options to purchase Common Stock issued to directors,
officers, employees or consultants of the Company pursuant to any Approved Stock Plan, provided that the exercise price of any
such options is not lowered after issuance by subsequent amendment thereof, none of such options are amended subsequent to issuance
to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are subsequent to
issuance otherwise materially changed in any manner that adversely affects any of the Subscribers  and (ii) the issuance
of shares of Common Stock issued upon the conversion or exercise of Convertible Securities or contractual agreements (other than
options to purchase Common Stock or other equity incentive awards issued pursuant to an Approved Stock Plan that are covered by
clause (i) above) issued prior to the date hereof, provided that the conversion price of any such Convertible Securities (other
than options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered
by subsequent amendment, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant
to an Approved Stock Plan that are covered by clause (i) above) are subsequently amended to increase the number of shares issuable
thereunder and none of the terms or conditions of any such Convertible Securities (other than options to purchase Common Stock
issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner
that adversely affects any of the Subscribers; collectively, the foregoing (i) through (ii) are “Excepted Issuances”),
if at any time the Company shall  issue any Common Stock or securities convertible into or exercisable for shares of
Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion
or exercise price per share which shall be less than $0.20 per share, being the per share price of the Units hereunder or as in
effect at such time, without consent of Subscribers holding at least 60% of the then outstanding Units (the “Required
Approval”) (the “Lower Price Issuance”) and other than with regard to Excepted Issuances, then the
Company shall issue the Subscriber such number of additional Units to reflect such lower price for the Units such that the Subscriber
shall hold such number of Units, in total, had Subscriber paid a per Share price equal to the Lower Price Issuance (with any fractional
Units rounded down to the nearest whole number).  Common Stock issued or issuable by the Company for no consideration
or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001
per share of Common Stock.  Notwithstanding anything herein or in any other agreement to the contrary, the Company shall
only be required to make a single adjustment with respect to any Lower Price Issuance, regardless of the existence of multiple
basis therefore.    For purposes of this Section 4.10, “Approved Stock Plan” shall mean any
employee benefit plan which has been approved by the board of directors of the Company on or prior to the date hereof pursuant
to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer or director
for services provided to the Company.



    	 	 	 



     


    




4.11            
Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which
may at any time permit the sale of the Units to the public without registration, while a public market exists for the shares of
Common Stock and Warrant Shares underlying the Units, the Company will use its commercially reasonable efforts to:


(a)              
make and keep public information available, as those terms are understood and defined in Rule 144, at all times while Units are
outstanding; and


(b)              
file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and
the Exchange Act (at any time it is subject to such reporting requirements).


4.12       Transfer
or Resale. Each Purchaser understands that:


(i)       the
sale or resale of all or any portion of the Units have not been and is not being registered under the Securities Act or any applicable
state securities laws, and all or any portion of the Units may not be transferred unless:


(A)       the
Units (Common Stock and Warrant Shares), and are being registered with the Commission in an S-1 Registration Statement within
fourteen (14) days of Closing pursuant to the Exchange Act;


(B)       the
Purchaser shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form,
substance and scope reasonably acceptable to the Company, to the effect that the Units to be sold or transferred may be sold or
transferred pursuant to an exemption from such registration;


(C)       the
Units are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a
successor rule) (“Rule 144”)) of the Purchaser who agrees to sell or otherwise transfer the Units only in accordance
with this Section and who is an Accredited Investor; or


(D)
the Units are sold pursuant to Rule 144;


and,
in each case, the Purchaser shall have delivered to the Company a customary opinion of counsel, in form, substance and scope reasonably
acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Units may be pledged
as collateral in connection with a bona fide margin account or other lending arrangement.


4.13       Transfer
Agent Instructions If a Purchaser provides the Company with a customary opinion of counsel, that shall be in form, substance
and scope reasonably acceptable to such counsel, to the effect that a public sale or transfer of such Units may be made without
registration under the Securities Act and such sale or transfer is effected, the Company shall permit the transfer and promptly
instruct its transfer agent to issue one or more certificates, free from restrictive legend (if permitted by law), in such name
and in such denominations as specified by such Purchaser. The Company acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to the Purchaser, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly,
the Company acknowledges that the remedy at law for a breach of its obligations under this Section may be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Purchasers shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without
the necessity of showing economic loss and without any bond or other security being required.



    	 	 	 



     


    




 


4.14       Form
D; Blue Sky Filings.  The Company agrees to timely file a Form D with respect to the Units as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Units for, sale to the Purchasers at
the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence
of such actions promptly upon request of any Purchaser.


 


4.15       Reservation
of Common Stock. As of the date hereof, the Company has reserved for each Purchaser and the Company shall continue to reserve
and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for each Purchaser for
the purpose of enabling the Company to issue the Units pursuant to this Agreement and Warrant Shares issuable upon complete exercise
of the Warrants (such amount being the “Required Minimum”). If, on any date, the number of authorized but unissued
(and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date (an “Authorized Share
Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate
of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at
such time, as soon as possible and in any event not later than the 60th day after such date. Without limiting the generality of
the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event
later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders
for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company
shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders'
approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders
that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is
able to obtain the written consent of a majority of the shares of its issued and outstanding Common Stock to approve the increase
in the number of authorized shares of Common Stock without soliciting its stockholders, the Company may satisfy this obligation
by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C.


 


4.16       Reimbursement.
If any Purchaser becomes involved in any capacity in any Proceeding by or against any Person who is a stockholder of the Company
(except as a result of sales, pledges, margin sales and similar transactions by such Purchaser to or with any current stockholder),
solely as a result of such Purchaser’s acquisition of the Units under this Agreement, the Company will reimburse such Purchaser
for its reasonable legal and other expenses (including the cost of any investigation preparation and travel in connection therewith)
incurred in connection therewith, as such expenses are incurred. The reimbursement obligations of the Company under this paragraph
shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to
any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors,
agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be
binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers
and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners,
directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on
behalf of or in right of the Company solely as a result of acquiring the Units under this Agreement.


 


4.17
Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered
or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless
the same consideration is also offered to all of the Purchasers that are parties to such Transaction Document. For clarification
purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each
Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers
acting in concert or as a group with respect to the purchase, disposition or voting of securities underlying the Units or otherwise.



    	 	 	 



     


    




 


4.18
       The Company shall consummate a Qualified Transaction no later than September 30, 2018.


 


4.19       The
Company shall file the Registration Statement within fourteen (14) days of the Closing Date and cause such Registration Statement
to be declared effective within forty five (45) days of the Closing Date.


 


4.20       For
the period beginning on the Closing Date and ending on such date that the Registration Statement is declared effective by the
Commission, the Company shall not issue and Common Stock, Convertible Securities or any other securities (including any securities
that may be defined as an “Excepted Issuance” in Section 4.10 above), without the written consent of a majority of
the Units then outstanding.


 


ARTICLE
V.

MISCELLANEOUS


5.1 
Termination.  This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder
only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the
other parties, if the Closing has not been consummated on or before January 31, 2018 (the “Termination Date”).


5.2 
Fees and Expenses. Except as expressly set forth in the Transaction Documents 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, stamp taxes and other taxes and duties levied in connection with the delivery of any Units to the Purchasers.


5.3 
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof 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.


5.4 
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication
is delivered via facsimile or electronic transmission at the facsimile number or email address set forth on the signature pages
attached hereto prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number or via electronic transmission at the email
address set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York
City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The
address for such notices and communications shall be as set forth on the signature pages attached hereto.


5.5 
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written
instrument signed, in the case of an amendment, by the Company and the Purchasers of the Units purchased hereunder or, in the
case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or
a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or
omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.



    	 	 	 



     


    




5.6 
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof.


5.7 
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any
Person to whom such Purchaser assigns or transfers any Units, provided that such transferee agrees in writing to be bound, with
respect to the transferred Units, by the provisions of the Transaction Documents that apply to the “Purchaser.”


5.8 
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
otherwise set forth in Section 5.7.


5.9 
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard
to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an
action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company
under Section 4.7, the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action
or proceeding.


5.10            
[intentionally omitted]


5.11            
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid
and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as
if such facsimile or “.pdf” signature page were an original thereof.



    	 	 	 



     


    




5.12            
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable..


5.13            
Replacement of Units. If any certificate or instrument evidencing any Units is mutilated, lost, stolen or destroyed, the
Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances
shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement
Units.


5.14            
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of
damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The
parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations
contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any
such obligation the defense that a remedy at law would be adequate.


5.15            
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction
Document or any Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other
person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of
action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


5.16            
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction
Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way
for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained
herein or in any other Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute
the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by
the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without
limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary
for any other Purchaser to be joined as an additional party in any proceeding for such purpose. It is expressly understood and
agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser,
solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.



    	 	 	 



     


    




5.17            
Saturdays, Sundays, Holidays, etc.If the last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on
the next succeeding Business Day.


5.18            
Construction. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to
revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
hereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be
subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the date of this Agreement.


5.19            
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER
PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 


 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	MASSROOTS,
                                         INC.

         
	Address
                                         for Notice:

         

        1624
        Market St, Ste 201

        Denver,
        CO 80202

        Attn:
        Isaac Dietrich, CEO

         

	By:__________________________________________

        Name:
        Isaac Dietrich

        Title:
        CEO

        With
        a copy to (which shall not constitute notice):
	Fax:  
	 

         

         

         
	 


 


 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]




    	 



    	 



    

[PURCHASER
SIGNATURE PAGE TO MASSROOTS SECURITIES PURCHASE AGREEMENT]


 


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


Name
of Purchaser: _____________________


Signature
of Authorized Signatory of Purchaser: _________________________________


Name
of Authorized Signatory: _________________


Title
of Authorized Signatory: ___________________


Email
Address of Authorized Signatory: ___________________________


Facsimile
Number of Authorized Signatory: __________________________


Address
and Contact Number for Notice of Purchaser:


 


 


 


 


 


Address
for Delivery of Securities for Purchaser (if not same as address for notice):


 


 


 


Subscription
Amount: $________________


 


Units:
___________________


 


EIN
Number (if applicable): ___________________


 


Broker
Name: _____________________


 


Institutional
ID: __________________


 


DTC
Participant Number: ____________