Exhibit
10.2


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of October 2[9], 2021, between Glimpse Group, Inc., a
Nevada corporation and includes any successor Company thereto (the “Company”), and each purchaser identified on the
signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the
“Purchasers”).


 


WHEREAS,
the Company and Purchasers desire to enter into this Agreement, pursuant to which the Purchasers are to be granted the right to acquire
securities of the Company as set forth herein and


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended,
and/or Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not
jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement (the “Offering”).


 


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 agree as follows:


 


ARTICLE
I.


DEFINITIONS


 


1.1
Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined
herein have the meanings given to such terms in the other Transaction Documents (as defined herein), and (b) the following terms have
the meanings set forth in this Section 1.1:


 


“Accredited
Investor” shall have the meaning ascribed to such term in Section 3.2(c).


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.7.


 


“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.


 


“Applicable
Law” shall mean any law, rule or regulation of any governmental authority or jurisdiction applicable to any party to this Agreement,
as the case may be.


 


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


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
are open for use by customers on such day.


 


“Buy-In”
shall have the meaning ascribed to such term in Section 4.1(h).


 




    	 



    	 



    

 


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


 


“Closing
Date” means the Business 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 Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii)
the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or
waived, but in no event later than the fifth Business 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, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company
Counsel” means Sichenzia Ross Ference, LLP, 1185 Avenue of the Americas, 31st Fl, New York, NY 10036, Attn: Darren Ocasio,
Esq.


 


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


 


“Disqualification
Event” shall have the meaning ascribed to such term in Section 3.1(nn).


 


“Effective
Date” means the latest of the date that (a) a Registration Statement has been declared effective by the Commission with respect
to all of the Underlying Shares (as defined herein) without regard to any cutbacks permitted therein and has been continuously effective
for not less than six (6) months, or (b) all of the Underlying Shares have been sold pursuant to Rule 144, and (c) Company counsel has
delivered to the Transfer Agent and Purchasers at the Company’s expense a standing written unqualified opinion that resales may
then be made by such holders of all of the Underlying Shares pursuant to an effective Registration Statement, which opinion shall be
in form and substance reasonably acceptable to Purchaser.


 


“Equity
Line of Credit” shall have the meaning ascribed to such term in Section 4.13.


 


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


 




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“Exempt
Issuance” means, absent a written waiver by the Purchasers, the issuance of (a) shares of Common Stock and options to officers,
directors, or employees of the Company after the Closing Date up to the amounts and on the terms set forth on Schedule 3.1(g)
pursuant to Stock Option Plan, (b) securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding
on the date of this Agreement, provided that such securities and any term thereof have not been amended since the date of this Agreement
to increase the number of such securities or to decrease the issue price, exercise price, exchange price or conversion price of such
securities and which securities and the principal terms thereof are set forth on Schedule 3.1(g) under the heading “Exempt
Issuance”, and described in the SEC Reports, (c) securities issued pursuant to acquisitions or strategic transactions approved
by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equity
holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic
with the business of the Company and shall be intended to provide to the Company substantial additional benefits in addition to the investment
of funds, but shall not include a transaction in which the Company is issuing securities in connection with the raising of capital or
to an entity whose primary business is investing in securities, (d) securities issued at a price or an effective price greater than the
highest price of any security issued and issuable in the offering including but not limited to the Warrants and the Warrant Shares; and
(e) securities issued or issuable to the Purchasers and their assigns pursuant to this Agreement, the Warrants and other Transaction
Documents including without limitation, Section 4.17 and Section 4.23 herein, or upon exercise, conversion or exchange of any such securities,
and (f) securities described on Schedule 3.1(g) under the heading “Additional Exempt Issuances.” No Variable
Rate Transaction shall be deemed an Exempt Issuance.


 


“Exercise
Price” shall have the meaning ascribed to such term in the Warrants.


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


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


 


“Form
8-K” shall have the meaning ascribed to such term in Section 4.6.


 


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


 


“S&W”
shall mean Sullivan & Worcester LLP, with offices located at 1633 Broadway, 32nd Floor, New York, NY 10019.


 


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


 


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


 


“Investor
Questionnaire” means the form of Accredited Investor Questionnaire annexed hereto as Exhibit F.


 


“Issuer
Covered Person” shall have the meaning ascribed to such term in Section 3.1(oo).


 


“Legal
Opinion” shall have the meaning ascribed to such term in Section 2.2(a)(ii).


 


“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(d).


 


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, pre-emptive right or other restriction.


 




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“Listing
Default” shall have the meaning ascribed to such term in Section 4.11(b).


 


“Majority
in Interest” shall have the meaning ascribed to such term in Section 5.5.


 


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


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(m).


 


“Maximum
Rate” shall have the meaning ascribed to such term in Section 5.17.


 


“Money
Laundering Laws” shall have the meaning ascribed to such term in Section 3.1(ff).


 


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


 


“Offering”
shall have the meaning attributed to such term in the recitals.


 


“Participation
Maximum” shall have the meaning ascribed to such term in Section 4.17(a).


 


“Person”
means an individual, corporation or Company, 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.


 


“Placement
Agent” means EF Hutton Group, division of Benchmark Investments, Inc., maintaining an office at 590 Madison Avenue, New York,
New York 10019.


 


“Pre-Notice”
shall have the meaning ascribed to such term in Section 4.17(b).


 


“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.


 


“Pro-Rata
Portion” shall have the meaning ascribed to such term in Section 4.17(e).


 


“Public
Information Failure” shall have the meaning ascribed to such term in Section 4.3(b).


 


“Public
Information Failure Payments” shall have the meaning ascribed to such term in Section 4.3(b).


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.10.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated on or about the date hereof, among the Company and the Purchasers,
in the form of Exhibit H attached hereto.


 


“Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering
the resale of the Underlying Shares by each Purchaser as provided for in the Registration Rights Agreement.


 




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


 


“Required
Minimum” means, as of any date, [150%] of the maximum aggregate number of shares of Common Stock then issued or potentially
issuable in the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon exercise in full of all Warrants,
ignoring any exercise limits set forth therein.


 


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


 


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


 


“Securities”
means the Common Stock, the Warrants, and the Underlying Shares.


 


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


 


“Shareholder
Approval” means such approval, if required, by the applicable rules and regulations of the Nasdaq Stock Market (or any successor
entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the
issuance of all of the Underlying Shares; and as further described in this Agreement.


 


“Short
Sales” means “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and all types of direct
and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return
basis) whether such transactions are made through U.S. or non-U.S. broker dealers or foreign regulated brokers, but shall not include
locating or borrowing shares of Common Stock.


 


“Standard
Settlement Period” shall have the meaning ascribed to such term in Section 4.1(d).


 


“Stock
Option Plan” means, collectively, the Company’s 2006 Plan, 2014 Plan, 2014 Plan, and 2021 Stock Incentive Plan, all as
described in the SEC Reports.


 


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


 


“Subsequent
Financing” shall have the meaning ascribed to such term in Section 4.17(a).


 


“Subsequent
Financing Notice” shall have the meaning ascribed to such term in Section 4.17(b).


 




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“Subsidiary”
means with respect to any entity at any date, any direct or indirect Person, limited or general partnership, limited liability company,
trust, estate, association, joint venture or other business entity of which (A) more than 40% of (i) the outstanding capital stock having
(in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing body of such
entity, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or
limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest
in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly
through one or more intermediaries, by such entity, or (B) is under the actual control of the Company.


 



“Termination
Date” shall mean October 29, 2021.


 


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


 


“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 American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, and the New York
Stock Exchange (or any successors to any of the foregoing). As of the date of this Agreement and the Closing Date, the Nasdaq Capital
Market is the Trading Market.


 


“Transaction
Documents” means this Agreement, the the Warrants, the Registration Rights Agreement, the Legal Opinion, all exhibits and schedules
thereto and hereto and any other documents or agreements executed by any party hereto in connection with the transactions contemplated
hereunder.


 


“Transfer
Agent” means ClearTrust, LLC., and any successor transfer agent of the Company.


 


“Underlying
Shares” means the shares of Common Stock issued and issuable upon exercise of the Warrants and any other shares of Common Stock
issued or issuable to a Purchaser in connection with or pursuant to the Securities or Transaction Documents.


 


“Unlegended
Shares” shall have the meaning ascribed to such term in Section 4.1(d).


 


“Variable
Priced Equity Linked Instruments” shall have the meaning ascribed to such term in Section 4.13.


 


“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.13.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted for trading on a Trading
Market but is then reported on the OTCQB, OTCQX, OTC Bulletin Board, OTC Pink Open Market maintained by the OTC Markets Group, Inc. (or
a similar organization or agency succeeding to its functions of reporting prices), the volume weighted average price of the Common Stock
on the first such facility (or a similar organization or agency succeeding to its functions of reporting prices), or (d) in all other
cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by a Majority
in Interest and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 




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“Warrants”
means the Class A, Class B and Class C Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section
2.2(a) hereof in the form of Exhibit B attached hereto.


 


“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 the Purchasers, severally and not jointly,
agree to purchase, an aggregate of up to $15,000,000 of Common Stock together with Warrants as determined pursuant to Section 2.2(a).
Each Purchaser shall deliver to the Company Counsel, as escrow agent, such Purchaser’s Subscription Amount pursuant to the wire
instructions annexed hereto as Schedule 2.1, and the Company shall deliver to each Purchaser its respective Note and Warrants,
as determined pursuant to Section 2.2(a), 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 electronically
or at the offices of S&W or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary,
the Closing Date shall occur on or before the Termination Date. With respect to any Closing not held on or before the Termination Date,
the Company shall cause (i) all subscription documents executed by the Company or a Purchaser to be returned to the Company or such Purchaser,
as applicable, and (ii) each Subscription Amount to be returned, without interest or deduction to the Purchaser who delivered such Subscription
Amount.


 


IN
THE EVENT THERE IS MORE THAN ONE PURCHASER, NO MINIMUM AMOUNT OF MUST BE SOLD IN ORDER FOR THE COMPANY TO ACCEPT ANY SUBSCRIPTIONS, AND
ALL NET PROCEEDS OF THE OFFERING WILL BE IMMEDIATELY AVAILABLE FOR COMPANY PURPOSES UPON CLOSING.


 


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 legal opinion of Company Counsel, substantially in the form of Exhibit E attached hereto;


 


(iii)
shares of Common Stock for the cash portion of such Purchaser’s Subscription Amount as set forth on the signature page hereto registered
in the name of such Purchaser;


 




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(iv)
Warrants registered in the name of such Purchaser, each representing the right to purchase up to a number of shares of Common Stock equal
to fifty percent (50%) of such Purchaser’s Subscription Amount as set forth on the signature page hereto registered in the name
of such Purchaser, having a per share Exercise Price as set forth therein, subject to adjustment as provided herein and therein;


 


(v)
the Registration Rights Agreement duly executed by the Company;


 


(vi)
a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the
Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section
2.3(b) have been fulfilled; and


 


(vii)
a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions
by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and
the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary
or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly
adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company
by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this
Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s
Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company
as of a day within five (5) Business Days prior to the Closing Date.


 


(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;


 


(ii)
such Purchaser’s Subscription Amount by wire transfer to the Company;


 


(iii)
the Registration Rights Agreement duly executed by each Purchaser; and


 


(iv)
Accredited Investor Questionnaire duly executed by each Purchaser; and


 


2.3
Closing Conditions.


 


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


 


(i)
the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the date of this Agreement and the Closing Date of the representations and warranties of the Purchasers contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 




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


 


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


 


(b)
The respective obligations of a Purchaser hereunder to effect the Closing, unless waived by such Purchaser, are subject to the following
conditions being met:


 


(i)
the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the date of this Agreement and Closing Date of the representations and warranties of the Company contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)
the Required Approval in Section 3.1(e)(iii), and all obligations, covenants and agreements of the Company and parties and required signatories
to and under the Transaction Documents (except for Purchaser) required to be performed or obtained at or prior to the Closing Date shall
have been performed and obtained;


 


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


 


(iv)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof.


 


2.4
[reserved].


 


2.5
Force Majeure. Any Purchaser or the Company may, upon prior notice to the other, not effect the Closing if 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, or minimum prices shall not have been established on securities whose trades are reported by such service, or on
any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall
there have occurred any material outbreak or escalation of hostilities, pandemic or other national or international calamity of such
magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of
such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.


 




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ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


3.1
Representations and Warranties of the Company. Except as set forth in this Section 3.1 or the Disclosure Schedules, which Disclosure
Schedules shall be deemed a part hereof and shall qualify any representation made herein only to the extent of the disclosure contained
in the corresponding or cross-referenced section of the Disclosure Schedules, the Company hereby makes the following representations
and warranties to each Purchaser as of the date hereof and as of the Closing Date (unless as of a specific date therein):


 


(a)
Subsidiaries. All of the direct and indirect Subsidiaries of the Company and the Company’s ownership interests therein are
set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests and
rights to receive equity of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock
of each Subsidiary are validly issued and are fully paid, non-assessable and free of pre-emptive and similar rights to subscribe for
or purchase securities.


 


(b)
Organization and Qualification. The Company and each Subsidiary 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 nor 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 each Subsidiary is duly qualified to conduct business and is in good standing as a foreign
Person 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, would not 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, or condition (financial or otherwise) of the Company and each Subsidiary, 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 this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by unanimous approval of the Board of Directors and all other
necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s
stockholders in connection herewith or 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 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.


 




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(d)
No Conflicts. The execution, delivery and performance by the Company and all Persons other than the Purchasers of this Agreement
and the other Transaction Documents, the issuance and sale of the Securities and the consummation by it of the transactions contemplated
hereby and thereby to which it is a party do not and will not: (i) conflict with or violate any provision of the Company’s or any
Subsidiary’s or such other Person’s certificate or articles of incorporation, bylaws or other organizational or charter documents,
(ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result
in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination,
amendment, acceleration, adjustment, exchange, reset, exercise or cancellation (with or without notice, lapse of time or both) of, any
agreement, credit facility, debt, equity or other instrument (evidencing Company or Subsidiary equity, debt or otherwise) 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, governmental authority or Trading Market to which the Company or a Subsidiary or such other
Person 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 clause (iii), such as could not have or reasonably be expected to result
in a Material Adverse Effect.


 


(e)
Filings, Consents and Approvals. Except as set forth in Schedule 3.1(e), 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 in connection with the execution, delivery and performance by the Company of the Transaction
Documents, other than: (i) the filings required pursuant to Section 4.6 of this Agreement, (ii) the filing with the Commission pursuant
to the Registration Rights Agreement, (iii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale
of the Securities and the listing of the Underlying Shares for trading thereon in the time and manner required thereby, (iv) the filing
of Form D with the Commission and such filings as are required to be made under applicable state securities laws and (v) Shareholder
Approval (collectively, the “Required Approvals”).


 


(f)
Issuance of the Securities. The Securities 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 imposed by the Company
other than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance with
the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by
the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized
capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the
date hereof.


 




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(g)
Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule
3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company and
beneficial holders of 10% or more of the Company’s Common Stock as of the date hereof. 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 Stock Option Plan, the issuance of shares of Common Stock to employees pursuant to the Stock Purchase Plan and pursuant to the conversion
and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange
Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. There are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or
giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, 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 capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate
the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers). There are
no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange
or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding
securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the
Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements
or any similar plan or agreement. 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 Securities. 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)
Reporting Company; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the
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 and the Exchange Act, 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. The Company has never been an issuer
subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in 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 in accordance with United States generally accepted accounting principles
applied on a consistent basis during the periods involved (“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 financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments.


 




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(i)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as disclosed in a subsequent SEC Report, (i) there has been no event, occurrence or development that has
had or that could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings
made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to the Stock Option Plan. The Company does not have pending before the Commission any request for confidential treatment of information.
Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development
has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective
businesses, prospects, properties, operations, assets or financial condition, that 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 five
Business Day prior to the date that this representation is made.


 


(j)
Litigation. Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, 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”) which (i) adversely affects or challenges the legality, validity or enforceability of
any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected
to result in a Material Adverse Effect. 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.


 


(k)
Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company or any Subsidiary, which would reasonably be expected to result in a Material Adverse Effect. None of the Company’s
or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such
Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and
its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer
of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality,
disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant
in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries
to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal,
state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and
wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.


 




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(l)
Compliance. To the Company’s knowledge, 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 other governmental authority 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 would not reasonably be expected to result in a Material Adverse Effect.


 


(m)
Regulatory Permits. The Company and each Subsidiary possesses all certificates, authorizations and permits issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports
or as actually conducted, except where the failure to possess such permits would not reasonably be expected to result in a Material Adverse
Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating
to the revocation or modification of any Material Permit.


 


(n)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property, if any, owned
by them and 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 and (i) Liens as do not materially affect the value of such property and do not
materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for
the payment of federal, state or other taxes, for which appropriate reserves have been made in accordance with GAAP and, 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
are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.


 


(o)
Intellectual Property. 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 necessary or required for use in connection with their respective businesses as described in the SEC Reports and which
the failure to so have could have a Material Adverse Effect (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 two (2) years from the date
of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included
within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe
upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. 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, except where failure to do so could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 




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(p)
Insurance. The Company and each Subsidiary are insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as are prudent and customary in the businesses in which the Company and each Subsidiary are engaged, including,
but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amounts. Neither the Company
nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase
in cost.


 


(q)
Transactions With Affiliates and Employees. Except as disclosed 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 or any Subsidiary 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, stockholder, member or partner, in each case in excess of $50,000 other than for: (i) payment
of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company or any Subsidiary,
and (iii) other employee benefits, including stock option agreements under the Stock Option Plan.


 


(r)
Certain Fees. Except as set forth on Schedule 3.1(r), no brokerage, finder’s fees, commissions or due diligence fees
are or will be payable by the Company or any Subsidiary 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 Purchasers shall have no
obligation with respect to any such fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated
in this Section 3.1(r) that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(s)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,
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.


 


(t)
Registration Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities
Act of any securities of the Company or any Subsidiary, except for the Purchasers.


 




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(u)
Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in 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.


 


(v)
Application of Takeover Protections. The Company and the Board of Directors have taken all action 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 the State
of Nevada that are or could become 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 Securities and the Purchasers’ ownership of the Securities.


 


(w)
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or
counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands
and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All
of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective
businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does
not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during
the twelve months preceding the date of this Agreement do not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they
were made and when 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.


 


(x)
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 the Offering of the Securities
to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any
such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of
the securities of the Company are listed or designated.


 




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(y)
Solvency. Based on the consolidated financial condition of the Company and Subsidiaries as of the Closing Date after giving effect
to the receipt by the Company of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s
assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital
to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability
thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all
of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of
its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such
debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has
no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy
or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(z) sets forth as of the date hereof
all outstanding secured and unsecured Indebtedness of the Company and any Subsidiary, or for which the Company or any Subsidiary has
commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts
owed in excess of $1,500,000 in the aggregate (other than trade accounts payable incurred in the ordinary course of business), (y) all
guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should
be reflected on the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease
payments in excess of $1,500,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary
is in default with respect to any Indebtedness.


 


(z)
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 its Subsidiaries each (i) has made or filed all required United States federal, state and local
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.


 


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


 




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(bb)
No Outstanding Variable Priced Equity Linked Instruments. As of the date of this Agreement, no outstanding Variable Priced Equity
Linked Instruments, nor any debt or equity with anti-dilution, ratchet or reset rights except as disclosed on Schedule 3.1(g)
under the heading “Variable Priced Equity Linked Instruments” and except for the Securities sold pursuant to this
Offering.


 


(cc)
Acknowledgment Regarding Purchasers’ Purchase of Securities. 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 Securities. 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.


 


(dd)
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement
or elsewhere herein to the contrary notwithstanding (except for Section 4.16 hereof), 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) to maintain the confidentiality
of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules,
(iii) 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, (iv) 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 (v) 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) any Purchaser may engage in hedging activities at various times
during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying
Shares deliverable with respect to Securities 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.
The Company acknowledges that anything to the contrary in the Transaction Documents notwithstanding, Purchaser may sell long any Underlying
Shares it anticipates receiving after exercise of a Warrant.


 


(ee)
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 Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any
of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company, except, in the case of clauses (ii) and (iii) the Placement Agent in connection with the placement of the Securities.


 






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(ff)
Money Laundering. 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.








 


(gg)
Stock Option Plans. Each stock option and similar security granted by the Company was granted (i) in accordance with the terms
of the applicable Stock Option Plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the
date such stock option would be considered granted under GAAP and applicable law. No stock option granted under 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 information regarding the Company or its Subsidiaries or their financial results or prospects.


 


(hh)
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 is currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”).


 


(ii)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no
registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated
hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of any Trading Market upon which
the Company’s securities are traded or listed.


 


(jj)
No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities
by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers.


 


(kk)
Indebtedness and Seniority. As of the date hereof, all Indebtedness and Liens of the Company and the principal terms thereof are
set forth in the SEC Reports.


 


(ll)
Listing and Maintenance Requirements. The Common Stock is listed for trading on the Nasdaq Capital Market under the symbol VRAR.
There are no proceedings pending or, to the Company’s knowledge, threatened against the Company relating to the continued listing
of the Company Common Stock on the Nasdaq Capital Market, or any other listing or trading market or platform and the Company has not
received any currently pending notice of the delisting of the Common Stock or other outstanding securities from the Nasdaq Capital Market.


 


(mm)
[Reserved].


 




    	19



    	 



    

 


(nn)
No Disqualification Events. With respect to the Securities 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 has furnished to the
Purchasers a copy of any disclosures provided thereunder. The Company will notify the Purchasers and the Placement Agent in writing,
prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with
the passage of time, become a Disqualification Event relating to any Issuer Covered Person.


 


(oo)
Regulatory Matters. The Company and its Subsidiaries have complied in all material respects with all statutes and regulations
related to the research, manufacture and sale of its products to the extent applicable to the Company’s and its Subsidiaries’
activities. Items manufactured or under investigation by the Company and its Subsidiaries comply with all applicable manufacturing practices
regulations and other requirements established by government regulators in the jurisdictions in which the Company or its Subsidiaries
manufacture their products and Applicable Law. The Company is not and its Subsidiaries are not the subject of any investigation by any
authority with respect to the development, testing, manufacturing and distribution of their products, nor has any investigation, prosecution,
or other enforcement action been threatened by any regulatory agency. Neither the Company nor any of its Subsidiaries has received from
any regulatory agency any letter or other document asserting that the Company or any Subsidiary has violated any statute or regulation
enforced by that agency with respect to the development, testing, manufacturing and distribution of their products. To the Company’s
knowledge, research conducted by or for the Company and its Subsidiaries has complied in all material respects with Applicable Law.


 


(pp)
Other Covered Persons. Except for attorneys for legal services and accountants for accounting services and Placement Agent, the
Company is not aware of any person that has been or will be paid (directly or indirectly) remuneration in connection with the sale of
any Securities pursuant to this Agreement.


 


(qq)
Environmental Laws. To its knowledge, the Company and its Subsidiaries (i) are in material compliance with all federal, state,
local and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water,
groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of
chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)
into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental
Laws”); (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to
conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval
where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate,
a Material Adverse Effect.


 




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(rr)
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and
the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. 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. The Common Stock is currently eligible for electronic transfer
through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to
the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.


 


(ss)
Accountants. The Company’s accounting firm is set forth on Schedule 3.1(ss) of the Disclosure Schedules. To the knowledge
and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall
express its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year
ending December 31, 2021.


 


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


 


(uu)
Form S-3 Eligibility. The Company is not currently eligible to register the resale of the Underlying Shares for resale by the
Purchaser on Form S-3 promulgated under the Securities Act.


 


(vv)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within
the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.


 


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


 


(xx)
Shell Status. As of the date of this Agreement and the Closing Date, the Company is not a “shell company” nor a “former
shell company” (as defined in Rule 405 of the Securities Act).


 


(yy)
Survival. The foregoing representations and warranties shall survive the Closing.


 




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3.2
Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, 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, in which case
they shall be accurate as of such date):


 


(a)
Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance
by such Purchaser of the transactions contemplated by 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. 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 legally 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)
Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and
not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable
state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the
distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty
not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with
applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.


 


(c)
Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each
date on which it exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2),
(a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer” as
defined in Rule 144A(a) under the Securities Act.


 


(d)
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 Securities, 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 Securities and, at the present time, is able to afford a complete loss of such investment.


 




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(e)
General Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Securities as a result of any
advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media
or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation
or general advertisement.


 


(f)
Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including
all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the
Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that
is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither
the Placement Agent nor any of its Affiliates of the Placement Agent has provided such Purchaser with any information or advice with
respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any of its Affiliates
has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any of its Affiliates
may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection
with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial
advisor or fiduciary to such Purchaser.


 


(g)
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) from 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 Securities covered by this Agreement. Other
than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers,
directors, partners, legal and other advisors, employees, agents and Affiliates, 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 the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions,
with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.


 


The
Company acknowledges and agrees that the representations contained in this 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 transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained
herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order
to effect Short Sales or similar transactions in the future.


 




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ARTICLE
IV.


OTHER
AGREEMENTS OF THE PARTIES


 


4.1
(a) Transfer Restrictions. The Securities may only be disposed of in compliance with state and federal securities laws. In connection
with any transfer of Securities other than pursuant to an effective registration statement or Rule 144 or other available exemption,
to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(c), the Company may require
the transferor thereof to provide to the Company, at the Company’s expense, an opinion of counsel selected by the transferor and
reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the
effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of such
transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement
shall have the rights and obligations of a Purchaser under this Agreement and the other Transaction Documents.


 


(b)
Legend. The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities
in the following form:


 


[NEITHER]
THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE
UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER
OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER
LOAN SECURED BY SUCH SECURITIES.


 


(c)
Pledge. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement
with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an Accredited
Investor and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser
may transfer pledge or secure Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval
of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith.
Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver
such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer
of the Securities, including, if the Securities are included for registration pursuant to the Registration Rights Agreement, the preparation
and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities
Act to appropriately amend the list of Selling Stockholders (as defined in the Registration Rights Agreement) thereunder.


 




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(d)
Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”)
(including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement)
covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant
to Rule 144 (assuming with respect to Warrant Shares, cashless exercise of the Warrants), (iii) if such Underlying Shares are eligible
for sale under Rule 144 without information requirements (assuming with respect to Warrant Shares, cashless exercise of the Warrants
or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission). The Company shall cause its counsel, at the expense of the Company, to issue a legal opinion
to the Transfer Agent or the Purchaser promptly after the Effective Date, on each date a registration statement is declared effective
by the Commission, if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively.
If all or any any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of
the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 and the Company is then in compliance with the current
public information required under Rule 144, or if the Underlying Shares may be sold under Rule 144 (assuming with respect to Warrant
Shares, cashless exercise of the Warrants) without the requirement for the Company to be in compliance with the current public information
required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or if such legend is not otherwise
required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff
of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such
legend is no longer required under this Section 4.1(c), it will, no later than the earlier of (i) two (2) Trading Days and (ii) the number
of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by a Purchaser to the Company or
the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such date, the “Legend
Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from
all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that
enlarge the restrictions on transfer set forth in this Section 4. Certificates for Underlying Shares subject to legend removal hereunder
shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository
Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard
settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock
as in effect on the date of delivery of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend.


 


(e)
Legend Removal Default. In addition to such Purchaser’s other available remedies, provided the conditions for legend removal
set forth in Section 4.1(d) exist, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty,
for each $1,000 of Underlying Shares (based on the higher of the actual purchase price or VWAP of the Common Stock on the date such Securities
are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(d), $10 per Trading Day
for each Trading Day after the Legend Removal Date (increasing to $20 per Trading Day after the fifth Trading Day) until such certificate
is delivered without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Company’s
failure to deliver certificates representing any Securities as required by the Transaction Documents, and such Purchaser shall have the
right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief.


 




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(f)
DWAC. In lieu of delivering physical certificates representing the Unlegended Shares, upon request of a Purchaser, so long as
the certificates therefor do not bear a legend and the Purchaser is not obligated to return such certificate for the placement of a legend
thereon, the Company shall cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Purchaser’s
prime broker with the Depository Trust Company through its Deposit Withdrawal At Custodian system, provided that the Company’s
Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system. Such
delivery must be made on or before the Legend Removal Date.


 


(g)
Injunction. In the event a Purchaser shall request delivery of Unlegended Shares as described in this Section 4.1 and the Company
is required to deliver such Unlegended Shares, the Company may not refuse to deliver Unlegended Shares based on any claim that such Purchaser
or anyone associated or affiliated with such Purchaser has not complied with Purchaser’s obligations under the Transaction Documents,
or for any other reason, unless, an injunction or temporary restraining order from a court, on notice, restraining and or enjoining delivery
of such Unlegended Shares shall have been sought and obtained by the Company and the Company has posted a surety bond for the benefit
of such Purchaser in the amount of the greater of (i) 120% of the amount of the aggregate purchase price of the Underlying Shares to
be subject to the injunction or temporary restraining order, or (ii) the VWAP of the Common Stock on the Trading Day before the issue
date of the injunction multiplied by the number of Unlegended Shares to be subject to the injunction, which bond shall remain in effect
until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Purchaser to the extent
Purchaser obtains judgment in Purchaser’s favor.


 


(h)
Buy-In. In addition to any other rights available to Purchaser, if the Company fails to deliver to a Purchaser Unlegended Shares
as required pursuant to this Agreement and after the Legend Removal Date the Purchaser, or a broker on the Purchaser’s behalf,
purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser
of the shares of Common Stock which the Purchaser was entitled to receive in unlegended form from the Company (a “Buy-In”),
then the Company shall promptly pay in cash to the Purchaser (in addition to any remedies available to or elected by the Purchaser) the
amount, if any, by which (A) the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common
Stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company for reissuance as
Unlegended Shares together with interest thereon at a rate of 15% per annum accruing until such amount and any accrued interest thereon
is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Purchaser purchases shares
of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price of Underlying Shares
delivered to the Company for reissuance as Unlegended Shares, the Company shall be required to pay the Purchaser $1,000, plus interest,
if any. The Purchaser shall provide the Company written notice indicating the amounts payable to the Purchaser in respect of the Buy-In.


 




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(i)
Plan of Distribution. Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser
will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus
delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to the Registration Statement, they will be
sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from
certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.


 


4.2
Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding
shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its
obligations under the Transaction Documents, including, without limitation, its obligation to issue the Underlying Shares pursuant to
the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction,
regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive
effect that such issuance may have on the ownership of the other stockholders of the Company.


 


4.3
Furnishing of Information; Public Information.


 


(a)
Until the later of the time that (i) no Purchaser owns Securities 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 during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the
Securities may be sold without 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 (i) shall fail for any reason to satisfy the current public information requirement
under Rule 144(c) or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company
shall fail to satisfy any condition set forth in Rule 144(i)(2) (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 Securities, an amount in cash equal to two percent
(2.0%) of the aggregate Subscription Amount of such Purchaser’s Securities on the day of a Public Information Failure and 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 Underlying Shares pursuant to Rule 144. The payments to which a Purchaser shall be entitled pursuant to this Section 4.3(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 fifth (5thd)
Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails
to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate
of 1% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual
damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or
in equity including, without limitation, a decree of specific performance and/or injunctive relief.


 




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4.4
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 Securities in a manner that would
require the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of
the Securities 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 or to effectuate such other transaction unless shareholder approval is obtained before the earlier
of the closing of such subsequent transaction or effectuation of such other transaction.


 


4.5
Exercise Procedures. Each of the form of Notice of Exercise included in the Warrants set forth the totality of the procedures
required of the Purchasers in order to exercise the Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required
in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required of the Purchasers
to exercise their Warrants. The Company shall honor exercises of the Warrants and shall deliver Underlying Shares in accordance with
the terms, conditions and time periods set forth in the Transaction Documents.


 


4.6
Securities Laws Disclosure; Publicity. The Company shall on or before the second Trading Day following the Closing Date, file
with the Commission a Current Report on Form 8-K including the Transaction Documents as exhibits thereto (“Form 8-K”).
A form of the Form 8-K is annexed hereto as Exhibit G. Such Exhibit G will be identical to the Form 8-K which will be filed
with the Commission except for the omission of signatures thereto by the Company. From and after the filing of the 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 Subsidiary, or any of their respective officers, directors, employees or agents in connection with the transactions
contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any press releases
with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any press release nor otherwise
make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without
the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld
or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with
prior notice of such public statement or communication. 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
any registration statement registering the Securities on behalf of each of the Purchasers, and (b) to the extent such disclosure is required
by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted
under this clause (b). To the extent that any notice provided pursuant to any Transaction Document constitutes or contains material,
non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission
pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing
covenant in effecting transactions in securities of the Company.


 




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4.7
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 Securities under
the Transaction Documents or under any other agreement between the Company and the Purchasers.


 


4.8
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, which shall be disclosed pursuant to Section 4.6, the Company covenants and agrees that neither it, nor any other Person acting
on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes
constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information
and agreed with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be
relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, any of its
Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information
to a Purchaser without such Purchaser’s consent to hold such information in a confidential manner, the Company hereby covenants
and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective
officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers,
directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser
shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains,
material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the
Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the
foregoing covenant in effecting transactions in securities of the Company.


 


4.9
Use of Proceeds. Except as set forth on Schedule 4.9 attached hereto, the Company shall use the net proceeds from the sale
of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of
the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices),
(b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in
violation of FCPA or OFAC regulations.


 




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4.10
Indemnification of Purchasers. Subject to the provisions of this Section 4.10, 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, court costs and reasonable attorneys’ fees 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 solely based upon a material 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 state or federal securities laws
or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, bad faith, gross negligence or willful
misconduct. The Company will indemnify each Purchaser Party, to the fullest extent permitted by applicable law, from and against any
and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as
incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in such Registration
Statement, Prospectus Supplement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any prospectus or supplement thereto, in the light of the circumstances under which they
were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon
information regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party expressly for use therein, or
(ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule
or regulation thereunder in connection therewith). 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 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. The Company will not be liable to any Purchaser Party under this Agreement (y)
for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld
or delayed; or (z) 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 4.10 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.


 




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4.11
Reservation and Listing of Securities/Shareholder Approval.


 


(a)
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, the “Required Minimum”, free of pre-emptive rights. 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 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 plus such other amount as may be required for the Company’s other purposes,
and use its commercially reasonable efforts to reserve the Required Minimum on behalf of the Purchaser, 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
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.


 


(b)
The Company shall prior to the Closing: (i) in the time and manner required by the principal Trading Market, prepare and file with such
Trading Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum
on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation
on such Trading Market as soon as possible thereafter, (iii) provide to the Purchasers evidence of such listing or quotation and (iv)
maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading
Market or another Trading Market. The Company will take all action necessary to continue the listing or quotation and trading of its
Common Stock on a Trading Market until the later of (i) five (5) years after the Closing Date, and (ii) for so long as the Common Stock
is owned by any Purchaser or Warrants are outstanding, and will comply in all respects with the Company’s reporting, filing and
other obligations under the bylaws or rules of the Trading Market. In the event the aforedescribed listing is not continuously maintained
for five (5) years after the Closing Date and for so long as the Common Stock is owned by any Purchaser or Warrants are outstanding (a
“Listing Default”), then in addition to any other rights the Purchasers may have hereunder or under Applicable Law,
on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default
shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to each Purchaser an amount
in cash, as partial liquidated damages and not as a penalty, equal to 2% of the aggregate Subscription Amount of the Common Stock and
purchase price of Warrant Shares held by such Purchaser or which may be acquired upon exercise of Warrants on the day of a Listing Default
and on every thirtieth day (pro-rated for periods less than thirty days) thereafter until the date such Listing Default is cured. If
the Company fails to pay any liquidated damages pursuant to this Section in a timely manner, the Company will pay interest thereon at
a rate of 1% per month (pro-rated for partial months) to the Purchaser.


 


(c)
The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another
established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other
established clearing corporation in connection with such electronic transfer.


 




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(d)
In addition, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the
earliest practical date after the date on which the number of shares of Common Stock issuable pursuant to this Agreement on a fully exercised
basis (ignoring for such purposes any exercise limitations therein) exceeds 19.9% of the issued and outstanding shares of Common Stock
on the Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors
that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner
as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor
of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain
Shareholder Approval at the first meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval
until the earlier of the date Shareholder Approval is obtained or the Preferred Stock is no longer outstanding.


 


4.12
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities 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 Securities for, sale to the Purchasers at a Closing under
Applicable Law, including “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions
promptly upon request of any Purchaser.


 


4.13
Subsequent Equity Sales.


 


(a)
For 120 days after Effectiveness of the Registration Statement, neither the Company nor any Subsidiary shall (a) issue, enter into any
agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents, preferred
stock, or equity of the Company or any Subsidiary at a price or effective price that is less than the highest price per share of the
securities issued or issuable in the offering including but not limited to the Warrants and the Warrant Shares, or (b) file any registration
statement (other than on Form S-8) or any amendment or supplement thereto on behalf of the Company or any Subsidiary, in each case other
than as permitted pursuant to the Registration Rights Agreement or the issuance of securities in the ordinary course of business for
acquisitions at a price or effective price that is less than the highest price per share of the securities issued or issuable in the
offering including but not limited to the Warrants and Warrant Shares. Notwithstanding the foregoing, the Company or any Subsidiary at
anytime or from time to time shall be entitled to (a) issue, enter into any agreement to issue or announce the issuance or proposed issuance
of any shares of Common Stock or Common Stock Equivalents or equity of the Company or any Subsidiary at a price or effective price that
is not less than the highest price per share of the securities issued or issuable in the offering.


 


(b)
For so long as the Warrants are outstanding, the Company shall be prohibited from effecting or entering into an Equity Line of Credit
or an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination
of units thereof) involving a Variable Rate Transaction. “Equity Line of Credit” means any transaction involving a written
agreement between the Company and an investor or underwriter whereby the Company has the right to “put” its securities to
the investor or underwriter over an agreed period of time and at an agreed price or price formula. “Variable Rate Transaction”
means, collectively, an Equity Line of Credit and a transaction in which the Company (i) issues or sells any debt or equity securities
that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either
(A) at an exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations
for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with an exercise or exchange
price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence
of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or
(ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the
Company may issue securities at a future determined price. Any Purchaser shall be entitled to obtain injunctive relief against the Company
to preclude any such issuance, which remedy shall be in addition to any right to collect damages.


 




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(c)
From the date hereof until no Warrants remain outstanding, the Company will not amend the terms of any securities or Common Stock Equivalents
or of any agreement outstanding or in effect as of the date of this Agreement pursuant to which same were or may be acquired without
the consent of a Majority in Interest, if the result of such issuance of Common Stock would be at an effective price per share of Common
Stock less than the Warrant Exercise Price in effect at the time of such issuance or amendment. The restrictions and limitations in this
Section 4.13 are in addition to and shall apply whether or not a Purchaser exercises its rights pursuant to Section 4.17 and Section
4.23.


 


4.14
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 this Agreement unless the same consideration
is also offered on a ratable basis to all of the parties to this Agreement. 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 or otherwise.


 


4.15
Capital Changes. Except in case of the need to comply with the rules of the Principal Trading Market, until the one (1) year anniversary
of the Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without
ten (10) days prior written notice to the Purchasers. In no event will the Company at any time Securities are outstanding reduce the
par value of the Common Stock to an amount less than the Warrant Exercise Price, then in effect.


 


4.16
Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that
neither it, nor any Affiliate acting on such Purchaser’s behalf or pursuant to any understanding with such Purchaser 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 publicly announced pursuant to a press
release or Form 8-K as described in Section 4.6. 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 a press release or Form 8-K as described in Section
4.6, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance
with Applicable Law from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant
to a press release or Form 8-K, and (iii) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries. Except
as described in this Section 4.16, the Company acknowledges that no Purchaser owes any confidentiality obligation to the Company or any
Subsidiary. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle or maintains a “Chinese
Wall” whereby separate portfolio managers, traders, consultants or advisors manage separate portions of such Purchaser’s
assets and the portfolio managers, traders, consultants or advisors 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, trader, consultant or advisor that made the investment decision to purchase
the Securities covered by this Agreement.


 




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4.17
Reserved.


 


4.18
Purchaser’s Exercise Limitations. The Company shall not effect exercise of the rights granted in Sections 4.17 and 4.23
of this Agreement, and a Purchaser shall not have the right to exercise any portion of such rights granted in Sections 4.17 and 4.23
only to the extent that after giving effect to such exercise, the Purchaser, would beneficially own in excess of the Beneficial Ownership
Limitation (as defined in the Note), applied in the manner set forth in the Note. In such event the right by Purchaser to benefit from
such rights or receive shares in excess of the Beneficial Ownership Limitation shall be held in abeyance until such times as such excess
shares shall not exceed the Beneficial Ownership Limitation, provided the Purchaser complies with the Purchaser’s other obligations
in connection with the exercise by Purchaser of its rights pursuant to Sections 4.17 and 4.23.


 


4.19
Maintenance of Property/Insurance. The Company shall and shall cause each Subsidiary to keep all of its property, which is necessary
or useful to the conduct of its business, in good working order and condition, ordinary wear and tear excepted and insured by insurers
of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary for the businesses
of the Company and Subsidiary. From and after the Closing Date and for so long as any Securities are held by a Purchaser, the Company
will maintain directors and officers insurance coverage at least equal to the aggregate Subscription Amount.


 


4.20
Preservation of Corporate Existence. The Company and each Subsidiary shall preserve and maintain its corporate existence, rights,
privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign entity in each jurisdiction
in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might
reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company and each Subsidiary taken
as a whole.


 


4.21
DTC Program. At all times that the Warrants are outstanding, the Company shall employ as the transfer agent for its Common Stock
and Underlying Shares a participant in the Depository Trust Company Automated Securities Transfer Program and cause the Common Stock
and Underlying Shares to be transferable pursuant to such program.


 


4.22
Reserved.


 


4.23
Reserved.


 


4.24
Reserved.


 




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4.25
Duration of Undertakings. Unless otherwise stated in this Article IV, all of the Company’s undertakings, obligations and
responsibilities set forth in Article IV of this Agreement shall remain in effect for so long as any Securities remain outstanding.


 


4.26
Registration of Securities. Except for the securities described on Schedule 4.26, the Company undertakes not to file any
registration statement other than with respect to the Securities until all of the Securities have been included for resale in a registration
statement that is effective and current for a period of not less than six months.


 


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 the Termination Date; provided, however, that such termination will not affect
the right of any party to sue for any breach by any other party (or parties).


 


5.2
Fees and Expenses. The Company has agreed to pay S&W, at the Closing, the legal fees in connection with S&W’s representation
of Purchaser, which shall be $50,000. Except as expressly set forth in the Transaction Documents and on Schedule 3.1(r), 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 reimburse
Purchasers for all expenses incurred in connection with UCC, lien, judgment, tax and similar searches and filings conducted in connection
with the Offering. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing
of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and
duties levied in connection with the delivery of any Securities to the Purchasers. All of the Purchasers acknowledge that they have been
advised to seek the advice of their own attorneys.


 


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 thereof 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. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most
recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a)
upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address
or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a business day during normal business hours where such notice
is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed
to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:
(i) if to the Company, to: Glimpse Group, Inc., [____________________], Attn: [ _____________________], CEO, email: [ ________]@[________],
with a copy by fax only to (which shall not constitute notice): [ ________], ________], Attn: [ ________], email: [ ________]@[________],
(ii) if to the Purchasers, to: the addresses and fax numbers indicated on the signature pages hereto, with an additional copy by fax
only to (which shall not constitute notice): Sullivan & Worcester LLP, 1633 Broadway, 32nd Floor, New York, NY 10019, Attn: David
E. Danovitch, Esq.., fax: (212) [___-____], email: ddanovitch@sullivanlaw.com, and (iii) if to the Placement Agent, to: [ ________],
[ ________], Attn: [ ________], email: [ ________]@[________].


 




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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 holding 60.0% of the effected component of the Securities then
outstanding (the “Majority in Interest”), or, in the case of a waiver, by the party against whom enforcement of any
such waived provision is sought. Whenever the term “consent of the Purchasers” or a similar term is employed herein, it shall
mean the consent of a Majority in Interest. 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. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and
obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written
consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser
and holder of Securities and the Company.


 


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). Following the Closing, any Purchaser may assign any or all of its rights under this Agreement
to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound,
with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”


 


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 4.10.


 




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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 Nevada, 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, partners, members, employees or agents) shall be commenced exclusively in the state and
federal courts sitting in Clark County, Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in Clark County, Nevada 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 action, suit or proceeding, any claim that 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 4.10, the prevailing
party in such action, suit 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.


 


5.11
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 each other party,
it being understood that the 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
Rescission and Withdrawal Right. Subject to the terms and conditions contained in (and without limiting any similar provisions
of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may,
at any time prior to the Company’s performance of such obligations, rescind or withdraw, in its sole discretion from time to time
upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions
and rights; provided, however, that in the case of a rescission of an exercise of a Warrant, the applicable Purchaser shall
be required to return any shares of Common Stock subject to any such rescinded exercise notice concurrently with the return to such Purchaser
of the aggregate Exercise Price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such
shares pursuant to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored
right).


 




    	37



    	 



    

 


5.14
Replacement of Securities. If any certificate or instrument evidencing any Securities 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 Securities.


 


5.15
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.


 


5.16
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a 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.


 


5.17
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Purchaser in order to enforce
any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document,
it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature
of interest shall not exceed the maximum lawful rate authorized under Applicable Law (the “Maximum Rate”), and, without
limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums
in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed
that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by
statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will
be the Maximum Rate applicable to the Transaction Documents from the Closing Date thereof forward, unless such application is precluded
by Applicable Law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Purchaser
with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal
balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election.


 




    	38



    	 



    

 


5.18
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 hereto or 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. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation
of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to
communicate with the Company through S&W. The Company has elected to provide all Purchasers with the same terms and Transaction Documents
for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. 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.


 


5.19
Reserved.


 


5.20
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 or Trading Day, as the case may be, then such action may be taken or such right may be
exercised on the next succeeding Business Day or Trading Day, as the case may be.


 


5.21
Construction. The parties agree that each of them and/or their respective counsel have 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 thereto. 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.


 


5.22
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.


 


5.23
Equitable Adjustment. Trading volume amounts, price/volume amounts, the amount of Warrants, the amount of shares of Common Stock
identified in this Agreement, Exercise Price, Underlying Shares and similar figures in the Transaction Documents shall be equitably adjusted
(but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement, Note and
Warrants.


 


(Signature
Pages Follow)


 




    	39



    	 



    

 


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.


 


	GLIMPSE
    GROUP, INC.	 	Address
    for Notice:
	 	 	 	 
	By:	 	 	 
	Name:	Lyron
    Bentovim	 	 
	Title:	CEO	 	 
	 	 	 	 
	With
    a copy to (which shall not constitute notice):	 	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


 


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 




    	40



    	 



    

 


[PURCHASER
SIGNATURE PAGE TO GLIMPSE GROUP, INC.


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: ____________________________________________


 


State
of Incorporation of Purchaser: ___________________________________________________


 


Address
for Notice to Purchaser:


 


 


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


 


 


Subscription
Amount: US$                             


 


Warrants:
___________________


 


EIN
Number, if applicable, will be provided under separate cover


 


Date:
___________________________


 


[SIGNATURE
PAGES CONTINUE]


 




    	41



    	 



    

 


EXHIBITS
AND SCHEDULES


 


	Exhibit
    A	 	Reserved
	Exhibit
    B	 	Form
    of Warrant
	Exhibit
    C	 	Reserved
	Exhibit
    D	 	Reserved
	Exhibit
    E	 	Form
    of Legal Opinion
	Exhibit
    F	 	Form
    of Investor Questionnaire
	Exhibit
    G	 	Form
    of Form 8-K
	Exhibit
    H	 	Registration
    Rights Agreement
	 	 	 
	Schedule
    2.1	 	Company
    Counsel, as escrow agent, Wire Instructions
	Schedule
    3.1(a)	 	List
    of Subsidiaries
	Schedule
    3.1(e)	 	Filings,
    Consents and Approvals
	Schedule
    3.1(g)	 	Capitalization
	Schedule
    3.1(r)	 	Fees
	Schedule
    3.1(z)	 	Outstanding
    Secured and Unsecured Indebtedness
	Schedule
    3.1(ss)	 	Accounting
    Firm Information
	Schedule
    4.9	 	Use
    of Proceeds
	Schedule
    4.26	 	Registrable
    Securities


 




    	42



    	 



    

 


EXHIBIT
F


 


ACCREDITED
INVESTOR QUESTIONNAIRE


IN
CONNECTION WITH INVESTMENT IN COMMON STOCK AND WARRANTS OF


GLIMPSE
GROUP, INC.,


A
NEVADA CORPORATION


PURSUANT
TO SECURITIES PURCHASE AGREEMENT DATED OCTOBER 20, 2021


 


	TO
    :	Glimpse
    Group, Inc.
	 	[
    ________]
	 	[
    ________]
	 	Email:
    [ ________]@[________]


 


INSTRUCTIONS


 


PLEASE
ANSWER ALL QUESTIONS. If the appropriate answer is “None” or “Not Applicable”, so state. Please print or type
your answers to all questions. Attach additional sheets if necessary to complete your answers to any item.


 


Your
answers will be kept strictly confidential at all times. However, Glimpse Group, Inc. (the “Company”) may present this Questionnaire
to such parties as it deems appropriate in order to assure itself that the offer and sale of securities of the Company will not result
in a violation of the registration provisions of the Securities Act of 1933, as amended, or a violation of the securities laws of any
state.


 


1.
Please provide the following information:


 


Name:____________________________________________________________________________________


 


Name
of additional purchaser:__________________________________________________________________


(Please
complete information in Question 5)


 


Date
of birth, or if other than an individual, year of organization or incorporation:


 


__________________________________________________________________________________________


 


__________________________________________________________________________________________


 


2.
Residence address, or if other than an individual, principal office address:


 


_________________________________________________________________________________________


 


_________________________________________________________________________________________


 




    	43



    	 



    

 


_________________________________________________________________________________________


 


Telephone
number:__________________________________________________________________________


 


Social
Security Number:______________________________________________________________________


 


Taxpayer
Identification Number:_______________________________________________________________


 


3.
Business address:_________________________________________________________________________


 


_________________________________________________________________________________________


 


_________________________________________________________________________________________


 


Business
telephone number:___________________________________________________________________


 


	4.
    Send mail to:	 	Residence
    ______	 	 	Business
    _______	 


 


5.
With respect to tenants in common, joint tenants and tenants by the entirety, complete only if information differs from that above:


 


Residence
address:__________________________________________________________________________


 


_________________________________________________________________________________________


 


_________________________________________________________________________________________


 


Telephone
number:__________________________________________________________________________


 


Social
Security Number:______________________________________________________________________


 


Taxpayer
Identification Number:_______________________________________________________________


 


Business
address:___________________________________________________________________________


 


_________________________________________________________________________________________


 


_________________________________________________________________________________________


 


Business
telephone number:___________________________________________________________________


 


	Send
    Mail to: 	 	Residence
    _______	 	 	Business
    _______	 


 


6.
Please describe your present or most recent business or occupation and indicate such information as the nature of your employment, how
long you have been employed there, the principal business of your employer, the principal activities under your management or supervision
and the scope (e.g. dollar volume, industry rank, etc.) of such activities:


 


_________________________________________________________________________________________


 


_________________________________________________________________________________________


 


_________________________________________________________________________________________


 




    	44



    	 



    

 


7.
Please state whether you (i) are associated with or affiliated with a member of the Financial Industry Regulatory Association, Inc. (“FINRA”),
(ii) are an owner of stock or other securities of FINRA member (other than stock or other securities purchased on the open market), or
(iii) have made a subordinated loan to any FINRA member:


 


	 	__________	 	_________	 
	 	Yes	 	No	 


 


(a)
If you answered yes to any of (i) – (iii) above, please indicate the applicable answer and briefly describe the facts below:


_________________________________________________________________________________________


 


_________________________________________________________________________________________


 


_________________________________________________________________________________________


 


8A.
Applicable to Individuals ONLY. Please answer the following questions concerning your financial condition as an “accredited investor”
(within the meaning of Rule 501 of Regulation D). If the purchaser is more than one individual, each individual must initial an answer
where the question indicates a “yes” or “no” response and must answer any other question fully, indicating to
which individual such answer applies. If the purchaser is purchasing jointly with his or her spouse, one answer may be indicated for
the couple as a whole:


 


8.1
Does your net worth* (or joint net worth with your spouse or spousal equivalent) exceed $1,000,000?


 






	 	__________	 	_________	 
	 	Yes	 	No	 


 


8.2
Did you have an individual income** in excess of $200,000 or joint income together with your spouse or spousal equivalent in excess of
$300,000 in each of the two most recent years and do you reasonably expect to reach the same income level in the current year?


 






	 	__________	 	_________	 
	 	Yes	 	No	 


 


8.3
Are you an executive officer of the Company?


 






	 	__________	 	_________	 
	 	Yes	 	No	 


 


*
For purposes hereof, net worth shall be deemed to include ALL of your assets, liquid or illiquid MINUS any liabilities.


 


**
For purposes hereof, the term “income” is not limited to “adjusted gross income” as that term is defined for
federal income tax purposes, but rather includes certain items of income which are deducted in computing “adjusted gross income”.
For investors who are salaried employees, the gross salary of such investor, minus any significant expenses personally incurred by such
investor in connection with earning the salary, plus any income from any other source including unearned income, is a fair measure of
“income” for purposes hereof. For investors who are self-employed, “income” is generally construed to mean total
revenues received during the calendar year minus significant expenses incurred in connection with earning such revenues.


 




    	45



    	 



    

 


8.B
Applicable to Corporations, Partnerships, Trusts, Limited Liability Companies and other Entities ONLY:


 


The
purchaser is an accredited investor because the purchaser falls within at least one of the following categories (Check all appropriate
lines):


 


	 	___	(i)
    a bank as defined in Section 3(a)(2) of the Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A)
    of the Act whether acting in its individual or fiduciary capacity;
	 	 	 
	 	___	(ii)
    a broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;
	 	 	 
	 	___	(iii)
    an investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws
    of a state;
	 	 	 
	 	___	(iv)
    an investment adviser relying on the exemption from registering with the Commission under Section 203(l) or (m) of the Investment
    Advisers Act of 1940;
	 	 	 
	 	___	(v)
    an insurance company as defined in Section 2(13) of the Act;
	 	 	 
	 	___	(vi)
    an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Act”) or a business
    development company as defined in Section 2(a)(48) of the Investment Act;
	 	 	 
	 	___	(vii)
    a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business
    Investment Act of 1958, as amended;
	 	 	 
	 	___	(viii)
    a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;
	 	 	 
	 	___	(ix)
    a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
    subdivisions, for the benefit of its employees, where such plan has total assets in excess of $5,000,000;
	 	 	 
	 	___	(x)
    an employee benefit plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974, as amended (the “Employee
    Act”), where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of the Employee Act, which is
    either a bank, savings and loan association, insurance company, or registered investment adviser, or an employee benefit plan that
    has total assets in excess of $5,000,000, or a self-directed plan the investment decisions of which are made solely by persons that
    are accredited investors;


 




    	46



    	 



    

 


	 	___	(xi)
    a private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended;
	 	 	 
	 	___	(xii)
    an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust,
    or a partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total
    assets in excess of $5,000,000;
	 	 	 
	 	___	(xiii)
    a director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive
    officer, or general partner of a general partner of that issuer;
	 	 	 
	 	___	(xiv)
    a natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent exceeds $1,000,000;
	 	 	 
	 	___	(xv)
    a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that
    person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching
    the same income level in the current year;
	 	 	 
	 	___	(xvi)
    a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose
    purchase is directed by a “sophisticated” person, as described in Rule 506(b)(2)(ii) promulgated under the Act, who has
    such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the
    prospective investment;
	 	 	 
	 	___	(xvii)
    a natural person holding in good standing one or more professional certifications or designations or credentials from an accredited
    educational institution that the Commission has designated as qualifying an individual for accredited investor status;
	 	 	 
	 	___	(xviii)
    a natural person who is a “knowledgeable employee” as defined in Rule 3c5(a)(4) under the Investment Company Act of 1940
    (17 CFR 270.3c-5(a)(41)), of the issuer of the securities being offered or sold where the issuer would be an investment company,
    as defined in Section 3 of such act, but for the exclusion provided by either Section 3(c)(1) or Section 3(c)(7) of such Act;
	 	 	 
	 	___	(xix)
    a “family office”, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17CFR 275.202(a)(11)(G)-1)
    (the “Family Office Rule”), with assets under management in excess of $5,000,000, that is not formed for the specific
    purpose of acquiring the securities offered, and whose prospective investment is directed by a person who has such knowledge and
    experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective
    investment;


 




    	47



    	 



    

 


	 	___	(xx)
    a “family client” as defined in the Family Office Rule, of a family office that satisfies the above requirements and
    whose investments are directed by that family office;
	 	 	 
	 	___	(xxi)
    an individual that holds professional certification or designation or credentials in good standing from an accredited institution
    that the SEC has designated as sufficient to demonstrate his or her investment knowledge, which initially consists of Series 7, 65
    or 82 exam, but may be expanded in the future to encompass other exams or certifications as sufficient by order if the designations
    satisfy specified criteria;
	 	 	 
	 	___	(xxii)
    an entity not otherwise specified in the accredited investor definition and not formed for the specific purpose of acquiring the
    securities offered that owns more than $5,000,000 in “investments” as defined in Rule 2a51-1(b);
	 	 	 
	 	___	(xxiii)
    an investment adviser registered under the Investment Advisers Act of 1940, as amended or a person exempt from registration as a
    private fund adviser or a venture capital adviser;
	 	 	 
	 	___	(xxiv)
    an entity in which all of the equity investors are persons or entities described above (“accredited investors”). ALL
    EQUITY OWNERS MUST COMPLETE “EXHIBIT A” ATTACHED HERETO.


 


9.A
Do you have sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks
associated with investing in the Company?


 






	 	__________	 	_________	 
	 	Yes	 	No	 


 


ANSWER
QUESTION 9B ONLY IF THE ANSWER TO QUESTION 9A WAS “NO.”


 


9.B
If the answer to Question 9A was “NO,” do you have a financial or investment adviser (a) that is acting in the capacity as
a purchaser representative and (b) who has sufficient knowledge and experience in financial and business matters so as to be capable
of evaluating the merits and risks associated with investing in the Company?


 






	 	__________	 	_________	 
	 	Yes	 	No	 


 


If
you have a financial or investment adviser(s), please identify each such person and indicate his or her business address and telephone
number in the space below. (Each such person must complete, and you must review and acknowledge, a separate Purchaser Representative
Questionnaire which will be supplied at your request).


 


_________________________________________________________________________________________


 


_________________________________________________________________________________________


 


10.
You have the right, will be afforded an opportunity, and are encouraged to investigate the Company and review relevant factors and documents
pertaining to the officers of the Company, and the Company and its business and to ask questions of a qualified representative of the
Company regarding this investment and the properties, operations, and methods of doing business of the Company.


 




    	48



    	 



    

 


Have
you or has your purchaser representative, if any, conducted any such investigation, sought such documents or asked questions of a qualified
representative of the Company regarding this investment and the properties, operations, and methods of doing business of the Company?


 






	 	__________	 	_________	 
	 	Yes	 	No	 


 


If
so, briefly describe:________________________________________________________________________


 


_________________________________________________________________________________________


 


If
so, have you completed your investigation and/or received satisfactory answers to your questions?


 






	 	__________	 	_________	 
	 	Yes	 	No	 


 


11.
Do you understand the nature of an investment in the Company and the risks associated with such an investment?


 






	 	__________	 	_________	 
	 	Yes	 	No	 


 


12.
Do you understand that there is no guarantee of any financial return on this investment and that you will be exposed to the risk of losing
your entire investment?


 






	 	__________	 	_________	 
	 	Yes	 	No	 


 


13.
Do you understand that this investment is not liquid?


 






	 	__________	 	_________	 
	 	Yes	 	No	 


 


14.
Do you have adequate means of providing for your current needs and personal contingencies in view of the fact that this is not a liquid
investment?


 






	 	__________	 	_________	 
	 	Yes	 	No	 


 


15.
Are you aware of the Company’s business affairs and financial condition, and have you acquired all such information about the Company
as you deem necessary and appropriate to enable you to reach an informed and knowledgeable decision to acquire the Interests?


 


	 	__________	 	_________	 
	 	Yes	 	No	 


 




    	49



    	 



    

 


16.
Do you have a “pre-existing relationship” with the Company or any of the officers of the Company?


 






	 	__________	 	_________	 
	 	Yes	 	No	 


 


(For
purposes hereof, “pre-existing relationship” means any relationship consisting of personal or business contacts of a nature
and duration such as would enable a reasonably prudent investor to be aware of the character, business acumen, and general business and
financial circumstances of the person with whom such relationship exists.)


 


If
so, please name the individual or other person with whom you have a pre-existing relationship and describe the relationship:


 


______________________________________________________________________________


 


______________________________________________________________________________


 


17.
Exceptions to the representations and warranties made in Section 3.2 of the Securities Purchase Agreement (if no exceptions, write “none”
– if left blank, the response will be deemed to be “none”): ___________________________________________________


 


_____________________________________________________________________________


 


Dated:
__________________, 2021


 


If
purchaser is one or more individuals (all individuals must sign):


 


	______________________________________________________________________________
	(Type
    or print name of prospective purchaser)
	 
	______________________________________________________________________________
	Signature
    of prospective purchaser
	 
	______________________________________________________________________________
	Social
    Security Number
	 
	______________________________________________________________________________
	(Type
    or print name of additional purchaser)
	 
	______________________________________________________________________________
	Signature
    of spouse, joint tenant, tenant in common or other signature, if required
	 
	______________________________________________________________________________
	Social
    Security Number


 




    	50



    	 



    

 


Annex
A


 


Definition
of Accredited Investor


 


The
securities will only be sold to investors who represent in writing in the Securities Purchase Agreement that they are accredited investors,
as defined in Regulation D, Rule 501 under the Act which definition is set forth below:


 


1.
A natural person whose net worth, or joint net worth with spouse or spousal equivalent, at the time of purchase exceeds $1 million (excluding
home); or


 


2.
A natural person whose individual gross income exceeded $200,000 or whose joint income with that person’s spouse or spousal equivalent
exceeded $300,000 in each of the last two years, and who reasonably expects to exceed such income level in the current year; or


 


3.
A trust with total assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase
is directed by a sophisticated person as described in Section 230.506(b)(2)(ii); or


 


4.
A director or executive officer of the Company; or


 


5.
The investor is an entity, all of the owners of which are accredited investors; or


 


6.
(a) a bank as defined in Section 3(a)(2) of the Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A)
of the Act whether acting in its individual or fiduciary capacity;


 


(b)
any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;


 


(c)
an investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of
a state;


 


(d)
any investment adviser relying on the exemption from registering with the Commission under Section 203(l) or (m) of the Investment Advisers
Act of 1940 or registered pursuant to Section 203 of the Investment Advisers Act of 1940;


 


(e)
an insurance company as defined in Section 2(13) of the Act;


 


(f)
an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Act”) or a business
development company as defined in Section 2(a)(48) of the Investment Act;


 


(g)
a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958, as amended;


 


(h)
a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;


 




    	51



    	 



    

 


(i)
an employee benefit plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state
or its political subdivisions, for the benefit of its employees, where such plan has total assets in excess of $5,000,000;


 


(j)
an employee benefit plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974, as amended (the “Employee
Act”), where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of the Employee Act, which is either
a bank, savings and loan association, insurance company, or registered investment adviser, or an employee benefit plan that has total
assets in excess of $5,000,000, or a self-directed plan the investment decisions of which are made solely by persons that are accredited
investors;


 


(k)
a private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended;


 


(l)
an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust,
or a partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000;


 


(m)
any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited
educational institution that the Commission has designated as qualifying an individual for accredited investor status, which in determining
whether to designate a professional certification or designation or credential from an accredited educational institution for purposes
of this paragraph, the Commission will consider, among others, the following attributes:


 


(i),
the certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory
organization or other industry body or is issued by an accredited educational institution,


 


(ii)
the examination or series of examinations is designed to reliably and validly demonstrate an individual’s comprehension and sophistication
in the areas of securities and investing,


 


(iii)
persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience
in financial and business matters to evaluate the merits and risks of a prospective investment, and


 


(iv)
an indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory
organization or other industry body or is otherwise independently verifiable;


 


(n)
a natural person who is a “knowledgeable employee” as defined in Rule 3c5(a)(4) under the Investment Company Act of 1940
(17 CFR 270.3c-5(a)(41)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined
in Section 3 of such act, but for the exclusion provided by either Section 3(c)(1) or Section 3(c)(7) of such Act;


 


(o)
any “family office”, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17CFR 275.202(a)(11)(G)-1)
(the “Family Office Rule”), with assets under management in excess of $5,000,000, that is not formed for the specific purpose
of acquiring the securities offered, and whose prospective investment is directed by a person who has such knowledge and experience in
financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;


 


(p)
any “family client” as defined in the Family Office Rule, of a family office that satisfies the above requirements and whose
investments are directed by that family office;


 


(q)
an entity not otherwise specified in the accredited investor definition and not formed for the specific purpose of acquiring the securities
offered that owns more than $5,000,000 in “investments” as defined in Rule 2a51-1(b); or


 


(r)
an investment adviser registered under the Investment Advisers Act of 1940, as amended or a person exempt from registration as a private
fund adviser or a venture capital adviser.


 




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EXHIBIT
“A” TO ACCREDITED INVESTOR QUESTIONNAIRE


 


ACCREDITED
CORPORATIONS, PARTNERSHIPS, LIMITED LIABILITY COMPANIES, TRUSTS OR OTHER ENTITIES INITIALING QUESTION 8B(xi) MUST PROVIDE THE FOLLOWING
INFORMATION.


 


I
hereby certify that set forth below is a complete list of all equity owners in __________________ [NAME OF ENTITY], a [TYPE OF ENTITY]
formed pursuant to the laws of the State of . I also certify that EACH SUCH OWNER HAS INITIALED THE SPACE OPPOSITE HIS OR HER NAME
and that each such owner understands that by initialing that space he or she is representing that he or she is an accredited individual
investor satisfying the test for accredited individual investors indicated under “Type of Accredited Investor.”


 


	 	 
	 	signature
    of authorized corporate officer, general partner or trustee


 


	Name
    of Equity Owner	 	Type
    of Accredited Investor1


 


	1.	 
	 	 
	2.	 
	 	 
	3.	 
	 	 
	4.	 
	 	 
	5.	 
	 	 
	6.	 
	 	 
	7.	 
	 	 
	8.	 
	 	 
	9.	 
	 	 
	10.	 


 


 






1.
Indicate which Subparagraph of 8.1 - 8.3 the equity owner satisfies.


 




    	53