Exhibit
10.3


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 11,
2021, by and between GREATER CANNABIS COMPANY
INC., a Florida corporation, with headquarters located at 15 Walker Avenue, Suite
101, Baltimore, Maryland 21208 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited
liability company, with its address at 1040 First Avenue,
Suite 190, New York, NY 10022 (the “Buyer”).


 


WHEREAS:


 


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


 


B.
Buyer desires to purchase from the Company,
and the Company desires to issue and sell to the Buyer, upon the terms and
conditions set forth in this Agreement, a Convertible Promissory Note(s) of the Company,
in the aggregate principal amount of up to $545,000.00 (as the principal amount thereof may be increased pursuant to the
terms thereof, and together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect
thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A (the “Note”), convertible
into shares of common stock of the Company (the “Common Stock”), upon the terms and subject to the limitations and
conditions set forth in such Note; and


 


C.
Warrants in
the Company in accordance with the terms thereof, in the form attached hereto as Exhibit B (each a “Warrant”)
exercisable into shares of Common Stock upon the terms and subject to the limitations and conditions set forth in such
Warrant.


 


NOW
THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Buyer hereby agree as
follows:


 


1.
Purchase and Sale of Note.


 


a.
Purchase of Note. On the Closing Date
(as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Note,
subject to the express terms of the Note and this Agreement as the case may be.


 


b.
Form of Payment. On the Closing Date,
the Buyer shall pay the purchase price for the initial tranche of $250,000.00 (the “Purchase Price”) for the Note,
by wire transfer of immediately available funds, in accordance with the Company’s
written wiring instructions, against delivery of the Note, the Warrants, and
the Company shall deliver such duly executed Note and the Warrants on behalf of the
Company, to the Buyer.


 


c.
Closing Date. Subject to the satisfaction
(or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below,
the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall
be 4:00 PM, Eastern Time on the date first written above, or such other mutually
agreed upon time.


 


d. Closing.
The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at
such location as may be agreed to by the parties (including via exchange of electronic signatures). The closing of each
subsequent tranche shall be a Closing, and such date of each subsequent Closing, a Closing Date as defined herein.


 




    	 



    	 



    

 


e.
Subsequent Tranches. If the Company has
a Registration Statement declared effective within seventy-five (75) days of the Initial Closing, the Buyer shall purchase additional
tranches of the Note up to the lesser of (i) $272,500.00 of principal; or (ii) the amount that the Buyer can purchase and include
in the Registration Statement. Under no circumstances shall the principal amount purchased under all tranches (including the initial
tranche) exceed $545,000.00. However, if the Registration Statement prohibits, or otherwise limits, the ability of the Buyer to
sell any of the Securities thereunder, at the prevailing market price (each or any, a
“Price Restriction”), the obligation of the Buyer to purchase a subsequent tranche or tranches shall not be triggered.
Further, the registration obligations of the Company under this Agreement, the Note, the Warrants,
the Registration Rights Agreement, or any other document connected herewith and therewith, obligating the Company to register
any of the Securities shall not be satisfied if any Price Restriction in the Registration Statement exists.


 


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


 


a. Investment
Purpose. As of the Closing Date, the Buyer is purchasing the Note and the Warrants and
the shares of Common Stock issuable upon conversion or exercise thereof, or otherwise pursuant to the Note and Warrants and
such additional shares of Common Stock, if any, as are issuable on account of
interest on the Note pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the
“Conversion Shares” and, collectively with the Note and Warrants, the
“Securities”) for its own account and not with a present view towards the public sale or distribution thereof,
except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that
by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other
specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a
registration statement or an exemption under the 1933 Act.


 


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


 


c.
Reliance on Exemptions. The Buyer understands
that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of
United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s
compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein
in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.


 


d.
Information. The Buyer and its advisors,
if any, have been, and for so long as any of the Securities remain outstanding will
continue to be, furnished with all materials relating to the business, finances, and operations of the Company and materials relating
to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if
any, have been, and for so long as the Note remains outstanding will continue to
be, afforded the opportunity to ask questions of the Company regarding its business and affairs. Notwithstanding the foregoing,
the Company has not disclosed to the Buyer any material nonpublic information regarding the Company or otherwise, and will not
disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to
the Buyer. Neither such inquiries nor any other due diligence investigation conducted
by Buyer or any of its advisors or representatives shall modify, amend or affect
Buyer’s right to rely on the Company’s representations and warranties
contained in Section 3 below.


 


e.
Governmental Review.
The Buyer understands that no United States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Securities.


 




    	 



    	 



    

 


f. Transfer
or Resale. The Buyer understands that (i) the sale or resale of the Securities have not been, and as of the Issue Date,
are currently not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be
transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act; (b) the
Buyer shall have delivered to the Company, at the cost of the Company, an
opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance, and scope
customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may
be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company; (c)
the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act
(or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in
accordance with this Section 2(f) and who is an Accredited Investor; (d) the Securities are sold pursuant to Rule 144 or
other applicable exemption and the Buyer shall have delivered to the Company, at
the cost of the Company, an opinion of counsel that shall be in form, substance
and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii)
any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and
further, if said Rule is not applicable, any resale of such Securities under circumstances in which the seller (or the person
through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require
compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither
the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).


 


g.
Legends. The Buyer understands that until
such time as the Note, and, upon conversion of the Note in accordance with its respective terms, the Conversion Shares, have been
registered under the 1933 Act or may be sold pursuant to any applicable exemption without any restriction as to the number of
securities as of a particular date that can then be immediately sold, the Securities may bear a restrictive legend in substantially
the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES
INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I)
IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED
BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR (II) UNLESS SOLD PURSUANT TO AN APPLICABLE EXEMPTION UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 




    	 



    	 



    

 


The
legend set forth above shall be removed and the Company shall issue a certificate for the applicable shares of Common Stock without
such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares
of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository
Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security
is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to
an applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately
sold; or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance herewith) to the
effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall
be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer
agent and all DTC fees associated with any such issuance. The Buyer agrees to sell all Securities, including those represented
by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if
any. In the event that the Company does not accept the opinion of counsel provided
by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, under any applicable exemption
at the Deadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3 of the Note.


 


h.
Authorization; Enforcement. This Agreement
has been duly and validly authorized by the Buyer and has been duly executed and delivered on behalf of the Buyer,
and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms, except
as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion
in applying principles of equity.


 


i.
Manipulation of Price. The Buyer has not,
and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly,
any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization
or manipulation of the price of any security of the Company; (ii) paid any compensation for soliciting purchases of, any Common
Stock of the Company in the open market; or (iii) paid or agreed to pay to any person any compensation for soliciting another
to purchase any other securities of the Company.


 


j.
No Shorting. Buyer and its affiliates
shall be prohibited from engaging directly or indirectly in any short selling or hedging transactions with respect to any securities
of the Company while this Note is outstanding.


 


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


 


a.
Organization and Qualification. The Company
and each of its Subsidiaries (as defined below), if any, is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority
(corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased,
used, operated and conducted. Schedule 3(a), if attached hereto, sets forth a list of all of the Subsidiaries of the Company and
the jurisdiction in which each is incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation
to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business
conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have
a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations,
assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken
as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.
“Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company
owns, directly or indirectly, any equity or other ownership interest.


 




    	 



    	 



    

 


b.
Authorization; Enforcement. (i) The Company
has all requisite corporate power and authority to enter into and perform this Agreement, the Note, and to consummate the transactions
contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof; (ii) the execution
and delivery of this Agreement and the Note by the Company and the consummation by it of the transactions contemplated hereby
and thereby (including without limitation, the issuance of the Note, as well as the issuance and reservation for issuance of the
Conversion Shares issuable upon conversion of the Note) have been duly authorized by the Company’s
Board of Directors and no further consent or authorization of the Company, its
Board of Directors, its shareholders, or its debt holders is required; (iii) this Agreement and the Note (together with any other
instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized
representative, and such authorized representative is the true and official representative with authority to sign this Agreement,
the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly; and
(iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note and each of such instruments will
constitute, a legal, valid and binding obligation of the Company, enforceable against
the Company in accordance with their terms.


 


c.
Capitalization; Governing Documents. As
of March 1, 2021, the authorized capital stock of the Company consists of: 2,000,000,000 authorized shares of Common Stock, of
which and 478,638,436 shares were outstanding. All of such outstanding shares of capital stock of the Company and the Conversion
Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock
of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or
encumbrances imposed through the actions or failure to act of the Company. As of
the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the SEC Documents (as
defined in this Agreement) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for,
puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character
whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company
or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional
shares of capital stock of the Company or any of its Subsidiaries; (ii) other than provided herein, there are no agreements or
arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities
under the 1933 Act; and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the
Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities.
The Company has furnished to the Buyer true and correct copies of the Company’s Certificate
of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s
Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or
exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.


 


d.
Issuance of Conversion Shares. The Conversion
Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its terms, will be validly
issued, fully paid and non- assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof
and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal
liability upon the holder thereof.


 


e.
No Broker-Dealer Acknowledgement. Absent
a final adjudication from a court of competent jurisdiction stating otherwise, so long as any amount on the Note remains outstanding,
the Company shall not to any person, institution, governmental or other entity, state,
claim, allege, or in any way assert, that Holder is currently, or ever has been a
broker-dealer under the Securities Exchange Act of 1934.


 


f.
Acknowledgment of Dilution. The Company
understands and acknowledges the potentially dilutive effect of the Conversion Shares to the Common Stock upon the conversion
of the Note. The Company further acknowledges that its obligation to issue, upon conversion of the Note, the Conversion Shares,
in accordance with this Agreement, the Note are absolute and unconditional regardless of the dilutive effect that such issuance
may have on the ownership interests of other shareholders of the Company.


 




    	 



    	 



    

 


g.
Ranking; No Conflicts. The Note shall
be a subordinate debt obligation of the Company. The execution, delivery and performance
of this Agreement and the Note by the Company and the consummation by the Company of the transactions contemplated hereby and
thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict
with or result in a violation of any provision of the Certificate of Incorporation or Bylaws; or (ii) violate or conflict with,
or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could
become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, note, evidence of indebtedness, indenture, patent, patent license or instrument
to which the Company or any of its Subsidiaries is a party; or (iii) result in a violation of any law,
rule, regulation, order, judgment or decree (including federal and state securities
laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities is subject) applicable
to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound
or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would
not, individually or in the aggregate, have a Material Adverse Effect); or (iv) trigger any anti-dilution or ratchet provision
contained in any other contract in which the Company is a party thereto or any security issued by the Company.
Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, Bylaws or other organizational
documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse
of time or both could put the Company or any of its Subsidiaries in default) under, and
neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any
rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company
or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or
affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses
of the Company and its Subsidiaries, if any, are not being conducted, and shall not
be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance
or regulation of any governmental entity. Except as specifically contemplated by
this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain
any consent, authorization or order of, or make any filing or registration with, any court, governmental agency,
regulatory agency, self-regulatory organization or stock market or any third
party in order for it to execute, deliver or perform any of its obligations under this Agreement and the Note in accordance with
the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and, upon conversion of the Note,
issue Conversion Shares. All consents, authorizations, orders, filings and registrations which the Company is required to obtain
pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company and its Subsidiaries
are unaware of any facts or circumstances which might give rise to any of the foregoing.


 


h.
SEC Documents; Financial Statements. The
Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC
pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of
the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto
and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein
as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the
requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or
has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in
subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the
SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally
accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects
the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated
results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the
Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent
to November 16, 2020, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not
required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in
the aggregate, are not material to the financial condition or operating results of the Company.
The Company is subject to the reporting requirements of the 1934 Act. The Company has never been a “shell company”
as described in Rule 144(i)(1)(i).


 




    	 



    	 



    

 


i.
Absence of Certain Changes. Since November
16, 2020, there has been no material adverse change and no material adverse development in the assets, liabilities, business,
properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any
of its Subsidiaries.


 


j.
Absence of Litigation. There is no action,
suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency,
self-regulatory organization or body pending or, to the knowledge of the Company
or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors
in their capacity as such, that could have a Material Adverse Effect. The SEC Documents contain a complete list and summary description
of any pending or, to the knowledge of the Company,
threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have
a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to
any of the foregoing. Notwithstanding the foregoing, the Buyer acknowledges the existence of all litigations disclosed and outstanding
the SEC Documents.


 


k.
Intellectual Property.
The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent
applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark
applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable
it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or
action by any person pertaining to, or proceeding pending, or to the Company’s knowledge
threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to
enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of
the Company’s knowledge, the Company’s
or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property
or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the
foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy,
confidentiality and value of their Intellectual Property.


 


l.
No Materially Adverse Contracts, Etc.
Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment,
decree, order, rule or regulation which in the judgment of the Company’s
officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries
is a party to any contract or agreement which in the judgment of the Company’s officers
has or is expected to have a Material Adverse Effect.


 




    	 



    	 



    

 


m.
Tax Status.
The Company and each of its Subsidiaries has made or filed all
federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it
is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments
and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those
being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations
relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s
tax returns is presently being audited by any taxing authority.


 


n.
Transactions with Affiliates. Except for
arm’s length transactions pursuant to which the Company or any of its Subsidiaries
makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could
obtain from third parties and other than the grant of stock options described in the SEC Documents, none of the officers, directors,
or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (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,
or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any
corporation, partnership, trust or other entity in which any officer, director, or
any such employee has a substantial interest or is an officer, director, trustee
or partner.


 


o.
Disclosure. All information relating to
or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section
2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects
and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in
light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect
to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions,
which, under applicable law, rule or regulation, requires public disclosure or announcement
by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company’s
reports filed under the 1934 Act are being incorporated into an effective registration statement filed by the Company under
the 1933 Act).


 


p.
Acknowledgment Regarding Buyer’s Purchase
of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s
length purchaser with respect to this Agreement and the transactions contemplated hereby.
The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer
or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby
is not advice or a recommendation and is merely incidental to the Buyer’s purchase of the Securities. The Company further
represents to the Buyer that the Company’s decision to enter into this Agreement
has been based solely on the independent evaluation of the Company and its representatives.


 


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


 




    	 



    	 



    

 


r.
No Brokers. The Company has taken no action
which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this
Agreement or the transactions contemplated hereby.


 


s.
Permits; Compliance. The Company and each
of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions,
consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as
it is now being conducted (collectively, the “Company Permits”), and there is no action pending or,
to the knowledge of the Company, threatened regarding suspension or cancellation
of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation
of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect. Since November 16, 2020, neither the Company nor any of its
Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except
for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material
Adverse Effect.


 


t.
Environmental Matters.


 


(i)
There are, to the Company’s
knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company,
no past or present violations of Environmental Laws (as defined below), releases of any material into the environment,
actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common
law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of
1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice
with respect to any of the foregoing, nor is any action pending or, to the Company’s
knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws” means all federal,
state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation,
ambient air, surface water, groundwater,
land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened
releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)
into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


(ii)
Other than those that are or were stored, used
or disposed of in compliance with applicable law, no Hazardous Materials are contained
on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials
were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during
the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the
Company’s or any of its Subsidiaries’ business.


 


(iii)
There are no underground storage tanks on or
under any real property owned, leased or used by the Company or any of its Subsidiaries that are not in compliance with applicable
law.


 


u.
Title to
Property. The
Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to
all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and
clear of all liens, encumbrances and defects except such as are described in Schedule 3(u), if attached hereto, or such as would
not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are
held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.


 




    	 



    	 



    

 


v.
Insurance. The Company and each of its
Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts
as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries
are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not have a Material Adverse Effect. Upon written request the Company will provide to
the Buyer true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors
and omissions coverage, and commercial general liability coverage.


 


w.
Internal Accounting Controls. The Company
and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company’s
board of directors, 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 generally accepted accounting principles 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.


 


x.
Foreign Corrupt Practices. Neither the
Company, nor any of its Subsidiaries, nor any director, officer,
agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for,
or on behalf of, the Company, used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to
any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of
the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or
other unlawful payment to any foreign or domestic government official or employee.


 


y.
Solvency.
The Company (after giving effect to the transactions
contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay
its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information
that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this
Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time
to time incurred in connection therewith as such debts mature. The Company’s financial
statements for its most recent fiscal year end and interim financial statements have been prepared assuming the Company will continue
as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.


 


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


 


aa.
No Off-Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any
of its Subsidiaries and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in
its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 




    	 



    	 



    

 


bb.
No Disqualification Events. 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 twenty percent (20%) or
more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as
that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an
“Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)
to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)
or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification
Event.


 


cc.
Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or
indirectly, any action designed to cause or to result, or that could reasonably be
expected to cause or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the
sale or resale of any of the Securities; (ii) 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.


 


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


 


ee.
Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor,
to the Company’s knowledge, any of the officers, directors, employees,
agents or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which
the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly,
made or authorized any payment, contribution or gift of money, property,
or services, whether or not in contravention of applicable law, (i) as a kickback
or bribe to any person; or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive
public office except for personal political contributions not involving the direct or indirect use of funds of the Company or
any of its Subsidiaries.


 


ff.
Breach of Representations and Warranties by the Company.
The Company agrees that if the Company breaches any of the representations or warranties set forth in this Section
3 and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default
under Section 3 of the Note.


 


4.
ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS
.


 


a.
Best Efforts. The parties shall use their
best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.


 


b.
Use of Proceeds. The Company shall use
the proceeds for working capital by the Company; provided further that none of the proceeds shall be used in violation or contravention
of any applicable law, rule or regulation.


 




    	 



    	 



    

 


c.
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 action or proceeding that may be brought by the Buyer in order to enforce
any right or remedy under this Agreement, the Note and any document, agreement or instrument contemplated thereby.
Notwithstanding any provision to the contrary contained in this Agreement, the Note and any document, agreement or instrument
contemplated thereby, it is expressly agreed and provided that the total liability
of the Company under this Agreement, the Note or any document, agreement or instrument contemplated thereby for payments which
under applicable law are 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 which under applicable law in the nature of interest that the Company may
be obligated to pay under this Agreement, the Note and any document, agreement or instrument contemplated thereby exceed such
Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law applicable to this Agreement, the Note
and any document, agreement or instrument contemplated thereby 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 this Agreement, the Note and any document, agreement or instrument contemplated thereby from the effective 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 the Buyer with respect to indebtedness evidenced
by this Agreement, the Note and any document, agreement or instrument contemplated thereby,
such excess shall be applied by the Buyer to the unpaid principal balance of any such indebtedness or be refunded to the
Company, the manner of handling such excess to be at the Buyer’s election.


 


d.
Restriction on Activities. Commencing
as of the date first above written, and until the earlier of payment of the Note in full or full conversion of the Note, the Company
shall not, directly or indirectly, without the Buyer’s prior written consent,
which consent shall not be unreasonably withheld or delayed: (a) change the nature of its business in any material respect; or
(b) sell, divest, acquire, change the structure of any material assets other than in the ordinary course of business.


 


e.
Listing. The Company,
for so long as the Buyer owns any of the Securities, will maintain the listing and trading of its Common Stock on the Principal
Market or any equivalent replacement exchange or electronic quotation system (including but not limited to the Pink Sheets electronic
quotation system) and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and
such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the Principal
Market and any other exchanges or electronic quotation systems on which the Common Stock is then traded regarding the continued
eligibility of the Common Stock for listing on such exchanges and quotation systems.


 


f. Corporate
Existence. The Company will, so long as the Buyer beneficially owns any of the Securities, maintain its corporate
existence and shall not sell all or substantially all of the Company’s assets,
except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets,
where the surviving or successor entity in such transaction (i) assumes the Company’s obligations
hereunder and under the agreements and instruments entered into in connection herewith, and (ii) is
a publicly traded corporation whose Common Stock is listed for trading or quotation on the Principal Market, any tier of the
NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT.


 


g. No
Integration. The Company shall not make any offers or sales of any security (other than the Securities) under
circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause
the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any
stockholder approval provision applicable to the Company or its securities.


 




    	 



    	 



    

 


h.
Breach of Covenants. The Company acknowledges
and agrees that if the Company breaches any of the covenants set forth in this Section 4, in addition to any other remedies available
to the Buyer pursuant to this Agreement, it will be considered an Event of Default under Section 3 of the Note.


 


i.
Compliance with 1934 Act; Public Information
Failures. For so long as the Buyer beneficially owns the Note or any Conversion Shares, the Company shall comply with the
reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934
Act. During the period that the Buyer beneficially owns the Note, if the Company shall (i) fail for any reason to satisfy the
requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirements
under Rule 144(c) or (ii) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the
future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (each, a “Public Information Failure”)
then, as partial relief for the damages to the Buyer by reason of any such delay in or reduction of its ability to sell the Securities
(which remedy shall not be exclusive of any other remedies available pursuant to this Agreement, the Note, or at law or in equity),
the Company shall pay to the Buyer an amount in cash equal to three percent (3%) of the Purchase Price on each of the day of a
Public Information Failure and on every thirtieth day (pro-rated for periods totaling less than thirty days) thereafter until
the date such Public Information Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 4(k)
are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid
on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred; and
(ii) the third 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 eight percent (8%) per month (prorated for partial months) until paid in full. As used in this
Agreement, the term “business day” shall mean any day other than a Saturday,
Sunday or a day on which commercial banks in the city of New York, New York
are authorized or required by law or executive order to remain closed.


 


j.
Disclosure of Transactions and Other Material
Information. By 9:00 a.m., New York time, three (3) Business Days following the
date this Agreement has been fully executed and funded, the Company shall file a Current Report on Form 8-K describing the terms
of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching this Agreement, the form
of Note (the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the Buyer shall not be in possession
of any material, nonpublic information received from the Company, any of its Subsidiaries
or any of their respective officers, directors, employees or agents that is not disclosed in the 8-K Filing. In addition, effective
upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations
under any agreement, whether written or oral, between the Company, any of its Subsidiaries
or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Buyer or any of its
affiliates, on the other hand, shall terminate.


 


k. Legal
Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible, at its cost, for
promptly supplying to the Company’s transfer agent and the Buyer a
customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the
Conversion Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the
1933 Act pursuant to Rule 144, provided the requirements of Rule 144 are satisfied and provided the Conversion Shares are not
then registered under the 1933 Act for resale pursuant to an effective registration statement, or other applicable exemption,
provided the requirements of such other applicable exemption are satisfied. Buyer will take no action or inaction that would
invalidate the proposed opinion. Buyer will provide the customary representations to counsel in order to provide such an
opinion. Should the Company’s legal counsel fail for any reason other than
that the requirements of said exemption are unavailable in the reasonable opinion of counsel to issue the Legal Counsel
Opinion, the Buyer may, at the Company’s cost,
secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept
such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in
connection with its obligations under this Agreement or otherwise.


 




    	 



    	 



    

 


l.
Most-Favored Nation. So long as the Note
is outstanding, upon any issuance by the Company or any of its subsidiaries of any new security other than a security issued in
an Exempt Issuance (as defined in the Note), with any term that the Holder reasonably believes is more favorable to the holder
of such security or with a term in favor of the holder of such security that the Buyer reasonably believes was not similarly provided
to the Buyer in the Note or under this Agreement, then (i) the Company shall notify the Buyer of such additional or more favorable
term within one (1) business day of the issuance or amendment (as applicable) of the respective security,
and (ii) such term, at Buyer’s option, shall become a part of the transaction documents with the Buyer (regardless
of whether the Company complied with the notification provision of this Section). The types of terms contained in another security
that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts,
prepayment rate, conversion lookback periods, interest rates, and original issue discounts. If Buyer elects to have the term become
a part of the transaction documents with the Buyer, then the Company shall immediately
deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Holder (the “Acknowledgment”)
within one (1) business day of Company’s receipt of request from Buyer (the
“Adjustment Deadline”), provided that Company’s failure to timely
provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.


 


m.
Non-Public Information. The Company covenants
and agrees that neither it, nor any other person acting on its behalf will provide the Buyer or its agents or counsel with any
information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto
the Buyer 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 the Buyer shall be relying on the foregoing covenant in effecting transactions in securities
of the Company. To the extent that the
Company delivers any material, non-public information to the Buyer without such Buyer’s consent, the Company hereby covenants
and agrees that such Buyer 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, not to trade on the basis
of, such material, non-public information, provided that the Buyer shall remain subject to applicable law.
To the extent that any notice provided, information provided, or any other
communications made by the Company, to the Buyer,
constitutes or contains material non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously
file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. In addition to any other
remedies provided by this Agreement or the related transaction documents, if the Company provides any material non-public information
to the Buyer without their prior written consent, and it fails to immediately (no later than that business day) file a Form 8-K
disclosing this material non-public information, it shall pay the Buyer as partial liquidated damages and not as a penalty a sum
equal to $3,000 per day beginning with the day the information is disclosed to the Buyer and ending and including the day the
Form 8-K disclosing this information is filed.


 


n.
Right of Participation/Refusal in Subsequent
Offerings.


 


i. From
the date first written above until the period ending 90 days from the date hereof (the “RoFR Period”), the
Company will not, (i) directly or indirectly, offer, sell, grant any option to
purchase, or otherwise dispose of (or announce any offer, sale, grant or any
option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity or equity equivalent
securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time
during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock (any such
offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”); or (ii) enter
into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with
this Section 4.


 




    	 



    	 



    

 


ii.
During the RoFR Period, the Company shall deliver
to the Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange
(the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which
Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are
to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify
the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged
and (z) offer to issue and sell to or exchange with the Buyer the greater of (i) at least one hundred percent (100%) of the Offered
Securities (the “Subscription Amount”); or (ii) the principal amount of the Note issued hereunder.


 


iii.
To accept
an Offer, in whole or in part, the Buyer must deliver a written notice to the Company
prior to the end of the next business day after the Buyer’s receipt of the Offer Notice (the “Offer Period”),
setting forth the portion of the Subscription Amount that the Buyer elects to purchase (the “Notice of Acceptance”).
The Company shall have ten (10) business days from the expiration of the Offer Period to complete the Subsequent Placement and
in connection therewith to issue and sell the Subscription Amount to the Buyer but only upon terms and conditions (including,
without limitation, unit prices and interest rates) that are not more favorable to the Buyer or less favorable to the Company
than those set forth in the Offer Notice. Following such ten (10) business day period, the Company shall publicly announce either
(A) the consummation of the Subsequent Placement or (B) the termination of the Subsequent Placement.


 


iv.
Notwithstanding anything to the contrary contained
herein, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period,
the Company shall deliver to the Buyer a new Offer Notice and the Offer Period shall expire on the next business day after the
Buyer’s receipt of such new Offer Notice.


 


v.
If by the fifteenth (15th) business
day following delivery of the Offer Notice no public disclosure regarding a transaction with respect to the Offered Securities
has been made, and no notice regarding the abandonment of such transaction has been received by the Buyer,
such transaction shall be deemed to have been abandoned and the Buyer shall not be deemed to be in possession of any material,
non-public information with respect to the Company.


 


o.
Registration Rights. Buyer shall have
the registration rights contained in Exhibit C attached hereto.


 


As
used in this Agreement, the term “business day” shall mean any day other than a Saturday,
Sunday or a day on which commercial banks in the city of New York, New York
are authorized or required by law or executive order to remain closed.


 




    	 



    	 



    

 


5. Transfer
Agent Instructions. The Company shall issue irrevocable instructions to the Company’s transfer
agent to issue certificates, registered in the name of the Buyer or its nominee, upon conversion of the Note, the Conversion
Shares, in such amounts as specified from time to time by the Buyer to the Company in accordance with the terms thereof (the
“Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent,
the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent
Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to
irrevocably reserved shares of Common Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer
agent to the Company and the Company. Prior to registration of the Conversion
Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to any applicable exemption without
any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such
certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no
instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5 will be given by the Company
to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company
as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair,
and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for
Securities to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note
and this Agreement; (iii) it will not fail to remove (or directs its transfer
agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to
withdraw any stop transfer instructions in respect thereof) on any certificate for any Securities issued to the Buyer upon
conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iv) it will provide
any required corporate resolutions and issuance approvals to its transfer agent within six (6) hours of each conversion of
the Note. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section
2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon
re-sale of the Securities. If the Buyer provides the Company, at the cost of the Company, with
(i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that
a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is
effected, or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to any applicable
exemption, the Company shall permit the transfer, and, in the case of the Securities, promptly instruct its transfer agent to
issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The
Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by
vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the
Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and
agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall
be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate
transfer, without the necessity of showing economic loss and without any bond or other security being required.


 


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


 


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


 


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


 


c.
The representations and warranties of the Buyer
shall be true and correct in all material respects as of the date when made and as of the Closing Date, as though made at that
time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by the Buyer at or prior to the Closing Date.


 




    	 



    	 



    

 


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


 


7.
Conditions to The Buyer’s Obligation
to Purchase. The obligation of the Buyer hereunder to purchase the Note, on the Closing Date, is subject to the satisfaction,
at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole
benefit and may be waived by the Buyer at any time in its sole discretion:


 


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


 


b.
The Company shall have delivered to the Buyer
the duly executed Note in such denominations as the Buyer shall request and in accordance with Section 1(b) above.


 


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


 


d.
The representations and warranties of the Company
shall be true and correct in all material respects as of the date when made and as of Closing Date, as though made at such time
(except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Company at or prior to the Closing Date.


 


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


 


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


 


g.
The Company shall have delivered to the Buyer
(i) a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s
jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within
ten (10) days of the Closing Date, and (ii) resolutions adopted by the Company’s Board
of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments
and transactions contemplated hereby.


 




    	 



    	 



    

 


8.
Governing Law; Miscellaneous.


 


a.
Governing Law; Venue.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the
transactions contemplated by this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated
hereby shall be brought only in the state courts of New York or in the federal courts
located in the state of New York. The parties to this Agreement hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack
of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE, AND AGREES NOT TO REQUEST, A
JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED
HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees
and costs. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit,
action or proceeding in connection with this Agreement, the Note, or any other agreement, certificate, instrument or document
contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any other manner permitted by law.


 


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


 


c.
Construction; Headings. This Agreement
shall be deemed to be jointly drafted by the Company and the Buyer and shall not be construed against any person as the drafter
hereof. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.


 


d.
Severability. In the event that any provision
of this Agreement, the Note, or any other agreement or instrument delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law shall
not affect the validity or enforceability of any other provision of this Agreement, the Note, or any other agreement, certificate,
instrument or document contemplated hereby or thereby.


 


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


 




    	 



    	 



    

 


f.
Notices. All notices, demands, requests,
consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified
herein, shall be (i) personally served; (ii) deposited in the mail, registered or certified, return receipt requested, postage
prepaid; (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery,
telegram, e-mail 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 e-mail or 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:


 


If
to the Company, to:


 


GREATER
CANNABIS COMPANY, INC.


15
Walker Avenue, Suite 101


Baltimore,
Maryland 21208 Attention: Aitan Zacharin


e-mail:
aitan@gcanrx.com


 


If
to the Buyer:


 


FIRSTFIRE
GLOBAL OPPORTUNITIES FUND LLC


1040
First Avenue, Suite 190


New
York, NY 10022 Attention: Eli Fireman


e-mail:
eli@firstfirecapital.com


 


With
a copy by e-mail only to (which copy shall not constitute notice):


 


FABIAN
VANCOTT


Attn:
Anthony Michael Panek


e-mail:
apanek@fabianvancott.com


 


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


 


h.
Third Party Beneficiaries. This Agreement
is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other person.


 


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


 


j.
Publicity.
The Company, and
the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, Principal Market
or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however,
that the Company shall be entitled, without the prior approval of the Buyer, to make
any press release or SEC, Principal Market (or other applicable trading market) or FINRA filings with respect to such transactions
as is required by applicable law and regulations (although the Buyer shall be consulted by the Company in connection with any
such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon).


 




    	 



    	 



    

 


k.
Expense Reimbursement; Further Assurances.
At the Closing to occur as of the Closing Date, the Company shall pay on behalf of the Buyer or reimburse the Buyer for its
legal fees and expenses incurred in connection with this Agreement, pursuant to the disbursement authorization signed by the Company
of even date. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


l.
No Strict Construction. The language used
in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.


 


m.
Indemnification. In consideration of the
Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition to all of the Company’s
other obligations under this Agreement or the Note, the Company shall defend, protect, indemnify and hold harmless the
Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the
foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the
transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all third
party actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection
therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought),
and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any
Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty
made by the Company in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby
or thereby, (b) any breach of any covenant, agreement or obligation of the Company
contained in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby
or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes
a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery,
performance or enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document contemplated
hereby or thereby; (ii) any transaction financed or to be financed in whole or in part, directly or indirectly,
with the proceeds of the issuance of the Securities; or (iii) the status of the Buyer or holder of the Securities as an
investor in the Company pursuant to the transactions contemplated by this Agreement. To the
extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.


 


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


 




    	 



    	 



    

 


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


 


p.
Failure or Indulgence Not Waiver.
No failure or delay on the part of the Buyer in the exercise of any power, right
or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and
remedies of the Buyer existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 



    	 



    

 


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


 


	GREATER
    CANNABIS COMPANY INC.	 
	 	 
	By:	/s/
    Aitan Zacharin	 
	Name: 	Aitan Zacharin	 
	Title: 	CHIEF EXECUTIVE OFFICER	 
	 	 
	FIRSTFIRE
    GLOBAL OPPORTUNITIES FUND, LLC	 
	 	 
	 	By: FirstFire Capital Management, LLC	 
	 	 
	By:	 	 
	 	ELI FIREMAN, Manager	 


 


SUBSCRIPTION
AMOUNT:


 


Principal
Amount of Note for Initial Tranche: $272,500.00


Actual
Amount of Purchase Price of Note for the Initial Trance: $250,000.00*


 


*The
purchase price of $250,000.00 shall be paid promptly after the full execution of the Note and related transaction
documents.


 




    	 



    	 



    

 


EXHIBIT
A


 


FORM
OF NOTE


 


[attached
hereto]


 




    	 



    	 



    

 


E
XHIBIT B


 


WARRANTS
A, B, AND C


 


[attached
hereto]


 




    	 



    	 



    

 


EXHIBIT
C


 


REGISTRATION
RIGHTS AGREEMENT


 


[attached
hereto]