Exhibit 10.3


PURCHASE AGREEMENT


THIS PURCHASE AGREEMENT
(the “Agreement”), dated as of September 6, 2022, is entered into by and between ITEM 9 LABS CORP., a Delaware
corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company
(the “Investor”).


WHEREAS:


Subject to the terms and
conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to purchase from the Company,
up to Twenty-Five Million Dollars ($25,000,000) of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares.”


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


1.              
CERTAIN DEFINITIONS.


For purposes of this Agreement, the following
terms shall have the following meanings:


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


(b)            
“Business Day” means any day on which the Principal Market is open for trading, including any day on which the
Principal Market is open for trading for a period of time less than the customary time.


(c)            
“Closing Sale Price” means, for any security as of any date, the last closing sale price for such security on
the Principal Market as reported by the Principal Market.


(d)            
“Closings” means the settlement of the trades of the Purchase Share Amount associated with a Request (or sooner
as directed by the Investor).


(e)            
“Commitment Amount” means, initially, Twenty-Five Million Dollars ($25,000,000) in the aggregate, which amount
shall be reduced by the Purchase Amount each time the Investor purchases shares of Common Stock pursuant to Section 2 hereof.


(f)             
“Commitment Fee Shares” means 400,000 restricted shares of the Company’s Common Stock to be issued to
the Investor based upon entry into this Agreement.


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


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


(i)             
“DTC” means The Depository Trust Company, or any successor performing substantially the same function for the
Company.


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


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


(l)             
“Material Adverse Effect” means any material adverse effect on (i) the enforceability of any Transaction Document,
(ii) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, other than
any material adverse effect that resulted exclusively from (A) any change in the United States or foreign economies or securities or financial
markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (B) any change
that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on
the Company and its Subsidiaries, taken as a whole, (C) any change arising in connection with earthquakes, hostilities, acts of war, sabotage
or terrorism, military actions, or pandemics or any escalation or material worsening of any such hostilities, acts of war, sabotage or
terrorism, military actions or pandemic existing as of the date hereof, (D) any action taken by the Investor, its affiliates or its or
their successors and assigns with respect to the transactions contemplated by this Agreement, (E) the effect of any change in applicable
laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, or (F) any
change resulting from compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement,
or (iii) the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document
to be performed as of the date of determination.


(m)          
“Maturity Date” means the first day of the month immediately following the twenty-four (24) month anniversary
of the Commencement Date.


(n)            
“Person” means an individual or entity including but not limited to any limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.


(o)            
“Principal Market” means the OTCQX (or any nationally recognized successor thereto); provided, however, that
in the event the Company’s Common Stock is ever listed or traded on The Nasdaq Global Market, The Nasdaq Global Select Market, the
New York Stock Exchange, the NYSE American, the NYSE Arca, the OTC Bulletin Board, the OTCQX operated by the OTC Markets Group, Inc. or
the OTCQB operated by the OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing), then the “Principal
Market” shall mean such other market or exchange on which the Company’s Common Stock is then listed or traded.


(p)            
“Purchase Date” means, with respect to any Share Purchase made pursuant to Section 2(a) hereof,
the Business Day on which the Investor receives by 6:00 p.m., Eastern time, of such Business Day a valid Share Purchase Notice that the
Investor is to purchase such applicable number of Purchase Shares pursuant to Section 2(a) hereof.


(q)            
“Purchase Price” means, with respect to any Share Purchase made pursuant to Section 2(a) hereof,
a price per share of common stock equal to 85% of the average of the two lowest closing trade prices during the Valuation Period (in each
case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction
that occurs on or after the date of this Agreement). 


(r)             
“Purchase Share Amount” means the number of shares of common stock the Company is requiring the Investor to
purchase pursuant to a Request.


(s)            
“Purchase Shares” means shares of Common Stock of the Company purchased by Investor under this Agreement excluding
the Commitment Fee Shares.


(t)             
“Registration Rights Agreement” means that certain Registration Rights Agreement, of even date herewith between
the Company and the Investor.


(u)            
“Request” means the Company’s delivery to the Investor of a written notice Draw Down Notice requiring
the Investor to purchase a number of shares of common stock.


(v)            
“Request Limits” means the limits on the number of shares of common stock the Company is requiring the Investor
to purchase which shall be limited to the lesser of $1,000,000 or 1000% of the daily average share value traded for the 10 days prior
to the Closing Request Date. No puts are allowed until the shares have been registered. Minimum put allowable is $25,000. In no event
may the shares issuable pursuant to a Draw Down Notice, when aggregated with the shares then held by the Investor on the date of the Draw
Down, exceed 9.99% of the Company’s outstanding common stock.


(w)          
“Request Notice” means, with respect to any Request made pursuant to Section 2(b) hereof, an irrevocable
written notice from the Company to the Investor directing the Investor to purchase a specified number of shares of common stock on the
applicable Purchase Date pursuant to Section 2(a) hereof at the applicable Purchase Price.


(x)            
“Sale Price” means any trade price for the shares of Common Stock on the Principal Market as reported by the
Principal Market.


(y)            
“Share Purchase” means the purchase of Purchase Shares under this Agreement.


(z)            
“SEC” means the U.S. Securities and Exchange Commission.


(aa)         
“Securities” means, collectively, the Purchase Shares and the Commitment Fee Shares.


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


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


(dd)        
“Transaction Documents” means, collectively, this Agreement and the schedules and exhibits hereto, the Registration
Rights Agreement and the schedules and exhibits thereto, and each of the other agreements, documents, certificates and instruments entered
into or furnished by the parties hereto in connection with the transactions contemplated hereby and thereby.


(ee)         
“Transfer Agent” means Nevada Agency and Transfer Company, or such other Person who is then serving as the transfer
agent for the Company in respect of the Common Stock.


(ff)          
“Valuation Period” means five (5) trading days preceding the draw down or put notice and five (5) trading days
commencing with the draw down or put notice, for a total of ten (10) days.


2.              
PURCHASE OF COMMON STOCK.


Subject to the terms and
conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase
from the Company, Purchase Shares as follows:


(a)            
Commencement of Regular Sales of Common Stock. Upon the satisfaction of the conditions set forth in Sections 7 and
8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”)
and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a
Request Notice from time to time, to purchase shares of common stock at the Purchase Price on the Purchase Date. If the Company delivers
any Request Notice for a Purchase Share Amount in excess of the Request Limits, such Request Notice shall be void ab initio to
the extent of the number by which the number of Purchase Shares set forth in such Request Notice exceeds the number of Purchase Shares
which the Company is permitted to include in such Request Notice in accordance herewith, and the Investor shall have no obligation to
purchase such excess Purchase Shares in respect of such Request Notice; provided that the Investor shall remain obligated to purchase
the number of Purchase Shares which the Company is permitted to include in such Request Notice. The Company may deliver Request Notices
to the Investor as often as every Business Day, so long as the Company has not failed to deliver Purchase Shares for all prior Share Purchases,
including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore
been received by the Investor as DWAC Shares in accordance with this Agreement.


(b)            
Payment for Purchase Shares. For each Share Purchase, the Investor shall pay to the Company an amount equal to the Purchase
Price with respect to such Share Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds on
the Business Day immediately following the Valuation Period and shall be made in lawful money of the United States of America or wire
transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance
with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is
not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day.


(c)            
Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall
not issue or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when aggregated
with all other shares of Common Stock then beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d)
of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates
of more than 9.99% of the then issued and outstanding shares of Common Stock (the “Beneficial Ownership Limitation”).
Upon the written or oral request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of
shares of Common Stock then outstanding. The Investor and the Company shall each cooperate in good faith in the determinations required
hereby and the application hereof. The Investor’s written certification to the Company of the applicability of the Beneficial Ownership
Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and
such result absent manifest error.


(d)            
Compliance with Principal Market Rules.


(i)                   
Intentionally Omitted.


(ii)                   
General. The Company shall not issue any Securities pursuant to this Agreement if such issuance would reasonably be expected
to result in (A) a violation of the Securities Act or (B) a breach of the rules and regulations of the Principal Market. Furthermore,
the Company agrees that it shall not issue any Securities pursuant to this Agreement if, at the time of such issuance (Y) the effectiveness
of the Registration Statement registering the Securities has lapsed for any reason (including, without limitation, the issuance of a stop
order or similar order) or (Z) the Registration Statement is unavailable for the sale by the Company to the Investor (or the resale by
the Investor, as the case may be) of any or all of the Securities to be issued to the Investor under the Transaction Documents. The provisions
of this Section 2(d) shall be implemented in a manner otherwise than in strict conformity with the terms hereof only if necessary
to ensure compliance with the Securities Act and the rules and regulations of the Principal Market.


3.              
INVESTOR’S REPRESENTATIONS AND WARRANTIES. 


The Investor represents
and warrants to the Company that as of the date hereof and as of the Commencement Date:


(a)            
Investment Purpose. The Investor 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
the Investor’s right to sell the Securities at any time pursuant to the Registration Statement described herein or otherwise in
compliance with applicable federal and state securities laws). The Investor is acquiring the Securities hereunder in the ordinary course
of its business.


(b)            
Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3)
of Regulation D promulgated under the Securities Act.


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


(d)            
Information. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor
(i) is able to bear the economic risk of an investment in the Securities including a total loss thereof, (ii) has such knowledge and experience
in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment in the Securities and
(iii) has had an opportunity to ask questions of and receive answers from the officers of the Company concerning the financial condition
and business of the Company and other matters related to an investment in the Securities. Neither such inquiries nor any other due diligence
investigations conducted by the Investor or its representatives shall modify, amend or affect the Investor’s right to rely on the
Company’s representations and warranties contained in Section 4 below. The Investor has sought such accounting, legal and
tax advice from its own independent advisor as it has considered necessary to make an informed investment decision with respect to its
acquisition of the Securities and is not relying on any such advice or similar advice from the Company, its officers, directors, representatives,
or advisors.


(e)            
No Governmental Review. The Investor understands that no U.S. federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of an investment in the
Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


(f)             
Transfer or Sale. The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred
unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred
without such registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms
of Rule 144 and further, if Rule 144 is not applicable, any resale of the 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 Securities Act) may require compliance
with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.


(g)            
Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor
and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability
to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws
relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


(h)            
Intentionally Deleted.


(i)             
No Short Selling. The Investor represents and warrants to the Company that at no time prior to the date of this Agreement
has any of the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly,
any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii)
hedging transaction, which establishes a net short position with respect to the Common Stock.


4.              
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


The Company represents
and warrants to the Investor that, except as set forth in the disclosure schedules attached hereto, which exceptions shall be deemed to
be a part of the representations and warranties made hereunder, as of the date hereof and as of the Commencement Date:


(a)            
Organization and Qualification. The Company and each of its Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate
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 of its Subsidiaries is in violation or default of any of the provisions of its respective articles or certificate of incorporation,
bylaws or other organizational or charter documents. Each of the Company and its Subsidiaries is duly qualified to conduct business and
is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could
not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. The Company has no
Subsidiaries except as set forth in Schedule 4(a) hereof.


(b)            
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and
perform its obligations under this Agreement and each of the other Transaction Documents, and to issue the Securities in accordance with
the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Fee Shares and the reservation
for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company’s Board
of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this
Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company
and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute,
the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability
may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Board of Directors of the Company
has approved the resolutions (the “Signing Resolutions”) to authorize this Agreement and the transactions contemplated
hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. Except
as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof,
and/or stockholders is necessary under applicable laws and the Certificate of Incorporation and/or Bylaws to authorize the execution and
delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment
Fee Shares and the issuance of the Purchase Shares.


(c)            
Capitalization. As of the date hereof, the authorized and issued capital stock of the Company is set forth on Schedule 4(c).


(d)            
Issuance of Securities. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement,
the Purchase Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights
of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a
holder of Common Stock.


(e)            
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by
the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance
of the Purchase Shares and the Commitment Fee Shares) will not (i) result in a violation of the Certificate of Incorporation, any Certificate
of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the Bylaws or (ii) conflict with,
or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or 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 result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state
securities laws and regulations and the rules and regulations of the Principal Market 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 in the case of conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations under clause (ii), which could not reasonably be expected to result
in a Material Adverse Effect. Neither the Company nor its Subsidiaries is in violation of any term of or in default under its certificate
of incorporation, any certificate of designation, preferences and rights of any outstanding series of preferred stock of the Company or
Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any
term of or is in default under any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order
or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible conflicts, defaults, terminations
or amendments that could not reasonably be expected to have a Material Adverse Effect. The business of the Company and its Subsidiaries
is not being conducted, and shall not be conducted, in violation of any law, ordinance, regulation of any governmental entity, except
for possible violations, the sanctions for which either individually or in the aggregate could not reasonably be expected to have a Material
Adverse Effect. Except as specifically contemplated by this Agreement and the related documents and as required under the Securities Act
or applicable state securities laws and the rules and regulations of the Principal Market, the Company is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory
agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance
with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations
which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement
Date. Except as set forth in the SEC Documents, since one year prior to the date hereof, the Company has not received nor delivered any
notices or correspondence from or to the Principal Market. To the Company’s knowledge, the Principal Market has not commenced any
delisting proceedings against the Company.


(f)             
SEC Documents; Financial Statements. The Company has substantially 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 24 months 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 Documents”) on a timely basis or has received a valid extension of such time of filing
and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents substantially
complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable. None of the SEC Documents,
when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements
of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and
regulations of the SEC 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. The SEC has not commenced any enforcement
proceedings against the Company or any of its Subsidiaries.


(g)            
Absence of Certain Changes. Except as disclosed in the SEC Documents, since June 30, 2022, there has been no material adverse
change in the business, properties, operations, financial condition or results of operations of the Company or its Subsidiaries. The Company
has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the
Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy
or insolvency proceedings.


(h)            
Absence of Litigation. There is no action, suit, 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, the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors in their
capacities as such, which could reasonably be expected to have a Material Adverse Effect.


(i)             
Acknowledgment Regarding Investor’s Status. The Company acknowledges and agrees that the Investor is acting
solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby
and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given
by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to the Investor’s purchase of the Securities. The Company further represents to the Investor
that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company
and its representatives and advisors.


(j)             
No General Solicitation; No Aggregated or Integrated Offering. Neither the Company, nor any of its affiliates, nor any Person
acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation
D under the Securities Act) in connection with the offer or sale of the Securities. Neither the Company, nor or any of its affiliates,
nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to
purchase any security, under circumstances that would require registration of the offer and sale of any of the Securities under the Securities
Act, whether through aggregation or integration with prior offerings or otherwise, or cause this offering of the Securities to be aggregated
or integrated with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal
Market on which any of the securities of the Company are listed or designated. The issuance and sale of the Securities hereunder, as of
the date of this Agreement, does not contravene the rules and regulations of the Principal Market.


(k)            
Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material
trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. None
of the Company’s material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights,
copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights have expired
or terminated, or, by the terms and conditions thereof, could expire or terminate within two years from the date of this Agreement. The
Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of any material trademark,
trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations,
trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information
by others, and there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened
against, the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service
names, service marks, service mark registrations, trade secret or other infringement, which could reasonably be expected to have a Material
Adverse Effect.


(l)             
Environmental Laws. To the Company’s best knowledge, the Company and its Subsidiaries (i) are in compliance with any
and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment
or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) 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, except where, in each of the three foregoing
clauses, the failure to so comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


(m)          
Title. Except as disclosed in the SEC Documents, the Company and its Subsidiaries have good and marketable title in fee
simple to all real property 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 its Subsidiaries, in each case free and clear of all liens, encumbrances and defects (“Liens”)
and, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed
to be made of such property by the Company and its Subsidiaries and Liens for the payment of federal, state or other taxes, the payment
of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and its Subsidiaries
are held by them under valid, subsisting and enforceable leases with which the Company and its Subsidiaries are in compliance with such
exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company
and its Subsidiaries.


(n)            
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 been refused any insurance coverage sought
or applied for and 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 materially and adversely affect the condition, financial or otherwise, or the earnings, business
or operations of the Company and its Subsidiaries, taken as a whole.


(o)            
Regulatory Permits. The Company and its Subsidiaries possess all material certificates, authorizations and permits issued
by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the
Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate,
authorization or permit.


(p)            
Tax Status. The Company and each of its Subsidiaries has made or filed all federal and state income and all other material
tax returns, except as properly on extension, 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 other than those being disputed) and has paid all taxes and other governmental assessments and charges
that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in
good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods
to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.


(q)            
Transactions with Affiliates. Except as set forth in the SEC Documents, to the Company’s best knowledge, none of the
officers or directors of the Company, the Company’s stockholders, the officers or directors of any stockholder of the Company, or
any family member or affiliate of any of the foregoing, has either directly or indirectly any interest in, or is a party to, any transaction
that would be required to be disclosed as a related party transaction pursuant to Rule 404 of Regulation S-K promulgated under the Securities
Act.


(r)             
Application of Takeover Protections. The Company and its Board of Directors have taken or will take prior to the Commencement
Date all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or other similar anti-takeover provision under the Articles of Incorporation or the laws of
the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this
Agreement, including, without limitation, the Company’s issuance of the Securities and the Investor’s ownership of the Securities.


(s)            
(s) Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents that will be timely publicly disclosed by the Company, the Company confirms that neither it nor any other Person acting on its
behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material,
non-public information which is not otherwise disclosed in the Registration Statement or the SEC Documents. The Company understands and
confirms that the Investor will rely on the foregoing representation in effecting purchases and sales of securities of the Company. All
of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business 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 (12) months preceding the date of this
Agreement taken as a whole 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 the Investor neither makes nor has made any representations or warranties with
respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof.


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


(u)            
DTC Eligibility. The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer
(FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer
(FAST) Program.


(v)            
Sarbanes-Oxley. Except as disclosed in the SEC Documents, including the weakness in internal controls, the Company is in
compliance with all material provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable to it as of the date hereof.


(w)          
Certain Fees. Brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated
by the Transaction Documents. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or
on behalf of other Persons for fees that may be due in connection with the transactions contemplated by the Transaction Documents.


(x)            
Investment Company. The Company is not, and immediately after receipt of payment for the Securities will not be, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


(y)            
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 pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating
terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received any notice from any
Person to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Market. The Company
is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance
requirements.


(z)            
Accountants. The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company, such
accountants are an independent registered public accounting firm as required by the Securities Act.


(aa)         
No Market Manipulation. The Company has not, and to its knowledge no Person 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.


(bb)        
Shell Company Status. The Company is not currently an issuer identified in Rule 144(i)(1) under the Securities Act and has
filed all “Form 10 information” required by Rule 144(i)(1) under the Securities Act with the SEC as of June 30, 2022.


(cc)         
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 contemplated hereby, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a
“Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities
Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.


5.              
COVENANTS.


(a)            
Filing of Current Report and Registration Statement. The Company agrees that it shall, within the time required under the
Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and
conditions of, the Transaction Documents (the “Current Report”).


(b)            
Blue Sky. The Company shall take all such actions, if any, as is reasonably necessary in order to obtain an exemption for
or to register or qualify (i) the issuance of the Commitment Fee Shares and the sale of the Purchase Shares to the Investor under this
Agreement and (ii) any subsequent resale of all Commitment Fee Shares and all Purchase Shares by the Investor, in each case, under applicable
securities or “Blue Sky” laws of the states of the United States in such states as is reasonably requested by the Investor
from time to time, and shall provide evidence of any such action so taken to the Investor.


(c)            
Listing/DTC. The Company shall promptly secure the listing of all of the Purchase Shares to be issued to the Investor hereunder
on the Principal Market (subject to official notice of issuance) and upon each other national securities exchange or automated quotation
system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any
shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company shall
use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and shall comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market. Neither
the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension
of the Common Stock on the Principal Market. The Company shall promptly, and in no event later than the following Business Day, provide
to the Investor copies of any notices it receives from any Person regarding the continued eligibility of the Common Stock for listing
on the Principal Market; provided, however, that the Company shall not provide the Investor copies of any such notice that the Company
reasonably believes constitutes material non-public information, and the Company would not be required to publicly disclose such notice
in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall
pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take
all action necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.


(d)            
Prohibition of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and
ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and
affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such
term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes
a net short position with respect to the Common Stock.


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


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


(g)            
Aggregation. From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the
Company shall use its reasonable best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers
or sales of any security or solicit any offers to purchase any security, under circumstances that would cause this offering of the Securities
by the Company to the Investor to be aggregated with other offerings by the Company in a manner that would require stockholder approval
pursuant to the rules of the Principal Market on which any of the securities of the Company are listed or designated, unless stockholder
approval is obtained before the closing of such subsequent transaction in accordance with the rules of such Principal Market.


(h)            
Use of Proceeds. The Company will use the net proceeds from the offering for any corporate purpose at the sole discretion
of the Company.


(i)             
Intentionally Omitted.


(j)             
Integration. From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the
Company shall use its reasonable best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers
or sales of any security or solicit any offers to purchase any security, under circumstances that would require registration of the offer
and sale of any of the Securities under the Securities Act.


		6.	COMMITMENT FEE SHARES.



(a)            
On the date of this Agreement, the Company shall issue the Commitment Fee Shares in accordance with the terms of this Agreement.
The certificate(s) or book-entry statement(s) representing the Commitment Fee Shares, except as set forth below, shall bear the restrictive
legend substantially similar to the following (the “Restrictive Legend”):


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


(b)            
Intentionally Omitted


7.              
CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK.


The right of the Company
hereunder to commence sales of the Purchase Shares as of the Commencement Date is subject to the satisfaction of each of the following
conditions:


(a)            
The Investor shall have executed each of the Transaction Documents and delivered the same to the Company;


(b)            
The Registration Statement covering the resale of the Purchase Shares shall have been declared effective under the Securities Act
by the SEC and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC;


(c)            
All Securities to be issued by the Company to the Investor under the Transaction Documents shall have been approved for listing
on the Principal Market in accordance with the applicable rules and regulations of the Principal Market, subject only to official notice
of issuance; and


(d)            
The representations and warranties of the Investor shall be true and correct in all material respects as of the date hereof and
as of the Commencement Date as though made at that time.


8.              
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK. 


The obligation of the Investor
to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior to the Commencement
Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after
the Commencement has occurred:


(a)            
The Company shall have executed each of the Transaction Documents and delivered the same to the Investor;


(b)            
The Company shall have issued or caused to be issued to the Investor (i) one or more certificates or book-entry statements representing
the Commitment Fee Shares;


(c)            
The Common Stock shall be listed or quoted on the Principal Market, trading in the Common Stock shall not have been suspended by
the SEC or the Principal Market within the last 365 days, and all Securities to be issued by the Company to the Investor pursuant to this
Agreement shall have been approved for listing or quotation on the Principal Market in accordance with the applicable rules and regulations
of the Principal Market, as then in effect, subject only to official notice of issuance; 


(d)            
The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that
any of such representations and warranties is already qualified as to materiality in Section 4 above, in which case, such representations
and warranties shall be true and correct without further qualification) as of the date hereof and as of the Commencement Date as though
made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such
date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction
Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Investor shall have received
a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the
form attached hereto as Exhibit A;


(e)            
The Board of Directors of the Company shall have adopted resolutions approving the Transaction Documents which shall be in full
force and effect without any amendment or supplement thereto as of the Commencement Date;


(f)             
The Notice of Effectiveness of Registration Statement of the Purchase Shares shall have been delivered to and acknowledged in writing
by the Company and the Company’s Transfer Agent (or any successor transfer agent);


(g)            
The Registration Statement covering the resale of the Purchase Shares shall have been declared effective under the Securities Act
by the SEC and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC. The Company shall have
prepared and filed with the SEC, not later than two (2) Business Days after the effective date of the Registration Statement, a final
and complete prospectus (the preliminary form of which shall be included in the Registration Statement) and shall have delivered to the
Investor a true and complete copy thereof. Such prospectus shall be current and available for the resale by the Investor of all of the
Securities covered thereby. The Current Report shall have been filed with the SEC, as required pursuant to Section 5(a).
All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with
the SEC at or prior to the Commencement Date pursuant to the reporting requirements of the Exchange Act shall have been filed with the
SEC within the applicable time periods prescribed for such filings under the Exchange Act;


(h)            
No Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred;


(i)             
All federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction
Documents and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions
contemplated thereby in accordance with the terms thereof shall have been complied with, and all consents, authorizations and orders of,
and all filings and registrations with, all federal, state and local courts or governmental agencies and all federal, state and local
regulatory or self-regulatory agencies necessary for the execution, delivery and performance of the Transaction Documents and the consummation
of the transactions contemplated thereby in accordance with the terms thereof shall have been obtained or made, including, without limitation,
in each case those required under the Securities Act, the Exchange Act, applicable state securities or “Blue Sky” laws or
applicable rules and regulations of the Principal Market, or otherwise required by the SEC, the Principal Market or any state securities
regulators;


(j)             
No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or
endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction which prohibits the consummation
of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents; and


(k)            
No action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of
competent jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or foreign
governmental authority of competent jurisdiction shall have been commenced or threatened, against the Company, or any of the officers,
directors or affiliates of the Company, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents,
or seeking material damages in connection with such transactions.


		9.	INDEMNIFICATION.



(a)            
In consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities hereunder
and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify
and hold harmless the Investor and all of its affiliates, stockholders, officers, directors, members, managers, employees and direct or
indirect investors and any of the foregoing Person’s agents or other representatives (including, without limitation, those retained
in connection with the transactions contemplated by this Agreement) (collectively, the “Investor Indemnitees”) from
and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses
in connection therewith (irrespective of whether any such Investor 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 Investor 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 the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby,
or (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate,
instrument or document contemplated hereby or thereby, other than Indemnified Liabilities which directly and primarily result from the
fraud, gross negligence or willful misconduct of an Investor Indemnitee. The indemnity in this Section 9 (i) shall be limited to
a maximum aggregate amount equal to the aggregate amount invested by Investor under the Requests prior to the Maturity Date, plus $50,000
for any and all expenses including attorney fees, and (ii) shall not apply to amounts paid in settlement of any claim if such settlement
is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.
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 which is permissible under applicable law. Payment under this indemnification
shall be made within thirty (30) days from the date the Investor makes written request for it. A certificate containing reasonable detail
as to the amount of such indemnification submitted to the Company by the Investor shall be conclusive evidence, absent manifest error,
of the amount due from the Company to the Investor. If any action shall be brought against any Investor Indemnitee in respect of which
indemnity may be sought pursuant to this Agreement, such Investor Indemnitee 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 Investor Indemnitee.
Any Investor Indemnitee 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 Investor Indemnitee, except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume
such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict
on any material issue between the position of the Company and the position of such Investor Indemnitee, in the case of clauses (i),(ii)
and (iii) the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.


(b)            
In consideration of the Company’s execution and delivery of the Transaction Documents and selling the Securities hereunder
and in addition to all of the Investor’s other obligations under the Transaction Documents, the Investor shall defend, protect,
indemnify and hold harmless the Company and all of its affiliates, stockholders, officers, directors, members, managers, employees and
direct or indirect investors and any of the foregoing Person’s agents or other representatives (including, without limitation, those
retained in connection with the transactions contemplated by this Agreement) (collectively, the “Company Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses
in connection therewith (irrespective of whether any such Company 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 Company 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 Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or
thereby, or (b) any breach of any covenant, agreement or obligation of the Investor contained in the Transaction Documents or any other
certificate, instrument or document contemplated hereby or thereby, other than Indemnified Liabilities which directly and primarily result
from the fraud, gross negligence or willful misconduct of a Company Indemnitee. The indemnity in this Section 9 shall not apply
to amounts paid in settlement of any claim if such settlement is effected without the prior written consent of the Investor, which consent
shall not be unreasonably withheld, conditioned or delayed. To the extent that the foregoing undertaking by the Investor may be unenforceable
for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities
which is permissible under applicable law. Payment under this indemnification shall be made within thirty (30) days from the date the
Company makes written request for it. A certificate containing reasonable detail as to the amount of such indemnification submitted to
the Investor by the Company shall be conclusive evidence, absent manifest error, of the amount due from the Investor to the Company. If
any action shall be brought against any Company Indemnitee in respect of which indemnity may be sought pursuant to this Agreement, such
Company Indemnitee shall promptly notify the Investor in writing, and the Investor shall have the right to assume the defense thereof
with counsel of its own choosing reasonably acceptable to the Company Indemnitee. Any Company Indemnitee 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 Company Indemnitee, except to the extent that (i) the employment thereof has been specifically authorized by the Investor
in writing, (ii) the Investor has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such
action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of
the Investor and the position of such Company Indemnitee, in the case of clauses (i),(ii) and (iii) the Investor shall be responsible
for the reasonable fees and expenses of no more than one such separate counsel.


10.           
 EVENTS OF DEFAULT


An “Event of Default”
shall be deemed to have occurred at any time as any of the following events occurs:


(a)            
the effectiveness of a registration statement registering the resale of the Securities lapses for any reason (including, without
limitation, the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is
unavailable to the Investor for resale of any or all of the Securities to be issued to the Investor under the Transaction Documents, and
such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30)
Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates a registration statement
after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes
one registration statement with another registration statement, including (without limitation) by terminating a prior registration statement
when it is effectively replaced with a new registration statement covering Securities (provided in the case of this clause (ii) that all
of the Securities covered by the superseded (or terminated) registration statement that have not theretofore been resold are included
in the superseding (or new) registration statement);


(b)            
the suspension of the Common Stock from trading on the Principal Market for a period of one (1) Business Day, provided that the
Company may not direct the Investor to purchase any shares of Common Stock during any such suspension;


(c)            
the delisting of the Common Stock from The OTCQB, provided, however, that the Common Stock is not immediately thereafter trading
on the New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market, the NYSE American, the NYSE Arca, the OTC Bulletin
Board, the OTCQX operated by the OTC Markets Group, Inc., the OTCQB operated by the OTC Markets Group, Inc. or such other nationally recognized
trading market (or nationally recognized successor to any of the foregoing);


(d)            
Intentionally Omitted.


(e)            
the failure for any reason by the Transfer Agent to deliver the Purchase Shares to the Investor within three (3) Business Days
after the applicable Purchase Date on which the Investor is entitled to receive such Purchase Shares;


(f)             
the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach
could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach
continues for a period of at least five (5) Business Days;


(g)            
if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;


(h)            
if the Company, pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry
of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially
all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the
same become due;


(i)             
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company
in an involuntary case, (ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders the
liquidation of the Company or any Subsidiary; or


(j)             
if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares.


So long as an Event of
Default has occurred and is continuing, or if any event which, after notice and/or lapse of time, would become an Event of Default, has
occurred and is continuing, the Company shall not deliver to the Investor any Request Notice, unless the Event of Default is waived in
writing by Investor.


11.           
TERMINATION


This Agreement may be terminated
only as follows:


(a)            
If pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding
against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a
general assignment for the benefit of its creditors (any of which would be an Event of Default as described in Sections 10(g),
10(h) and 10(i) hereof), this Agreement shall automatically terminate without any liability or payment to
the Company (except as set forth below) without further action or notice by any Person.


(b)            
In the event that the Commencement shall not have occurred on or before December 31, 2022, due to the failure to satisfy the conditions
set forth in Sections 7 and 8 above with respect to the Commencement, either the Company or the Investor shall have the
option to terminate this Agreement at the close of business on such date or thereafter without liability of any party to any other party
(except as set forth below); provided, however, that the right to terminate this Agreement under this Section 11(b) shall
not be available to any party if such party is then in breach of any covenant or agreement contained in this Agreement or any representation
or warranty of such party contained in this Agreement fails to be true and correct such that the conditions set forth in Section 7(d)
or Section 8(d), as applicable, could not then be satisfied.


(c)            
At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no
reason by delivering notice (a “Company Termination Notice”) to the Investor electing to terminate this Agreement without
any liability whatsoever of any party to any other party under this Agreement (except as set forth below). The Company Termination Notice
shall not be effective until one (1) Business Day after it has been received by the Investor.


(d)            
This Agreement shall automatically terminate on the date that the Company sells and the Investor purchases the full Commitment
Amount as provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to
any other party under this Agreement (except as set forth below).


(e)            
If, for any reason or for no reason, the full Commitment Amount has not been purchased in accordance with Section 2 of this
Agreement by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the
part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below).


Except as set forth in
Sections 11(a) (in respect of an Event of Default under Sections 10(g), 10(h) and 10(i)),
11(d) and 11(e), any termination of this Agreement pursuant to this Section 11 shall be effected by
written notice from the Company to the Investor, or the Investor to the Company, as the case may be, setting forth the basis for the termination
hereof. The representations and warranties and covenants of the Company and the Investor contained in Sections 3, 4, and
5, hereof, the indemnification provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections
10, 11 and 12 shall survive the Commencement and any termination of this Agreement. No termination of this Agreement
shall (i) affect the Company’s or the Investor’s rights or obligations under (A) this Agreement with respect to pending Share
Purchases and the Company and the Investor shall complete their respective obligations with respect to any pending Share Purchases under
this Agreement and (B) the Registration Rights Agreement, which shall survive any such termination, or (ii) be deemed to release the Company
or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction Documents.


		12.	MISCELLANEOUS.



(a)            
Governing Law; Jurisdiction; Jury Trial. The corporate laws of the State of Delaware shall govern all issues concerning
the relative rights of the Company and its stockholders. This Agreement shall be governed under and interpreted by Nevada law, and any
disputes arising from or related to this Agreement shall be resolved in the state of Nevada, Washoe County, without reference to any of
its conflict of laws principles, by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association
(“AAA”) then pertaining (available at www.adr.org). The arbitration shall be held in Reno, Nevada and the arbitrator shall
apply the substantive law of Nevada, except that the interpretation and enforcement of this arbitration provision shall be governed by
the Federal Arbitrator Act. Prior to commencement of arbitration, emergency relief is available from any court to avoid irreparable harm.
Prior to commencement of arbitration, the parties must attempt to mediate their dispute using a professional mediator from AAA, through
selecting procedures administered by the AAA. Within a period of 45 days after the request for mediation, the parties agree to convene
with the mediator, with business representatives present, for at least one session to attempt to resolve the matter. In no event will
mediation delay commencement of the arbitration for more than 45 days absent agreement of the parties or interfere with the availability
of emergency relief. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement and the
other Transaction Documents shall be governed by the internal laws of the State of Nevada, without giving effect to any choice of law
or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction of the state
and federal courts sitting in Reno, Nevada, for the adjudication of any dispute hereunder or under the other Transaction Documents or
in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
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 to such party at the address for such 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 manner permitted by law. 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


(b)            
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided
that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file 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 signature.


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


(d)            
Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity
or enforceability of any provision of this Agreement in any other jurisdiction.


(e)            
Entire Agreement. The Transaction Documents supersede all other prior oral or written agreements between the Investor, the
Company, their affiliates and Persons acting on their behalf with respect to the subject matter thereof, and this Agreement, the other
Transaction Documents 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 Investor makes any representation,
warranty, covenant or undertaking with respect to such matters. The Company acknowledges and agrees that is has not relied on, in any
manner whatsoever, any representations or statements, written or oral, other than as expressly set forth in the Transaction Documents.


(f)             
Notices. Any notices, consents or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent
by facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same. The addresses for such communications shall be:


If to the Company:


Item 9 Labs Corp.


ATTN: Andrew Bowden, CEO


2727 N. 3rd Street, Suite 201


Phoenix, AZ 85004


Email: abowden@item9labs.com


 


With a copy to (which shall not constitute
notice or service of process):


Lockett + Horwitz, PLC


ATTN: Jessica M. Lockett


2 South Pointe Dr., Suite 275


Lake Forest, CA 92630


Jlockett@lhlawpc.com


 


If to the Investor:


ClearThink Capital Partners, LLC


10 Times Square


1441 Broadway, 5th FL


New York, NY 10018


E-mail: nyc@clearthink.capital


 


If to the Transfer Agent:


Nevada Agency and Transfer Company


50 W. Liberty St., Suite 880


Reno, NV 89501


Email:tiffany@natco.com


Attention: Tiffany Baxter


or at such other address
and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each
other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or
email account containing the time, date, and recipient facsimile number or email address, as applicable, and an image of the first page
of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service,
receipt by facsimile, email or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or
(iii) above, respectively.


(g)            
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent
of the Investor, including by merger or consolidation. The Investor may not assign its rights or obligations under this Agreement.


(h)            
No 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)             
Publicity. The Company shall afford the Investor and its counsel with the opportunity to review and comment upon, shall
consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the
Investor or its counsel on, any press release, SEC filing or any other public disclosure by or on behalf of the Company relating to the
Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, not less than 24
hours prior to the issuance, filing or public disclosure thereof. The Investor must be provided with a final version of any such press
release, SEC filing or other public disclosure at least 24 hours prior to any release, filing or use by the Company thereof; provided
however, that the Company’s obligations pursuant to this Section 12(i) shall not apply if the form and substance of such
press release, SEC filing, or other public disclosure relating to the Investor, its purchases hereunder or any aspect of the Transaction
Documents or the transactions contemplated thereby previously have been publicly disclosed by the Company in compliance with this Section
12(i). The Company agrees and acknowledges that its failure to fully comply with this provision constitutes a Material Adverse Effect.


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


(k)            
Financial Advisor, Placement Agent, Broker or Finder. The Company represents and warrants to the Investor that it has engaged
a financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Investor represents
and warrants to the Company that it has engaged a financial advisor, placement agent, broker or finder in connection with the transactions
contemplated hereby. The Company shall be responsible for the payment of any fees or commissions, if any, of any financial advisor, placement
agent, broker or finder relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Investor
harmless against, any liability, loss or expense (including, without limitation, attorneys’ fees and out of pocket expenses) arising
in connection with any such claim.


(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)          
Remedies, Other Obligations, Breaches and Injunctive Relief. The Investor’s remedies provided in this Agreement, including,
without limitation, the Investor’s remedies provided in Section 9, shall be cumulative and in addition to all other remedies
available to the Investor under this Agreement, at law or in equity (including a decree of specific performance and/or other injunctive
relief), no remedy of the Investor contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy
and nothing herein shall limit the Investor’s right to pursue actual damages for any failure by the Company to comply with the terms
of this Agreement.


(n)            
Attorney’s Fees. In the case of any dispute under this Agreement, the prevailing party shall be permitted to receive
reasonable attorney fees and other litigation costs associated with such dispute. The term “prevailing party” means the party
that has substantially prevailed as determined by a court of law or arbitration proceeding.


(o)            
Amendment and Waiver; Failure or Indulgence Not Waiver. No provision of this Agreement may be amended or waived by the parties
from and after the date that is one (1) Business Day immediately preceding the filing of the Registration Statement with the SEC. Subject
to the immediately preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by
both parties hereto and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party against
whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privilege.


(p)            
Adjustments for Share Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement
shall be adjusted to take into account any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction
effected with respect to the Common Stock except as specifically stated herein.


** Signature Page Follows **


 




    	 



    	 



    

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


 


	
     

     
	
    “COMPANY”:

    Item 9 Labs Corp.

     

    By:                                                              

    Andrew Bowden

    Chief Executive Officer

     

	 	 
	 	
    “INVESTOR”:

     

    ClearThink Capital Partners, LLC

     

    By:                                                             

     

    Managing Member

     

	 	 


 


 




    	 



    	 



    

SCHEDULES


	Schedule 4(a)	Subsidiaries
	Schedule 4(c)	Capitalization


 


EXHIBITS


 


	Exhibit A	Form of Officer’s Certificate
	 	 
	 	 


 




    	 



    	 



    

Schedule 4(a)


Subsidiaries 




    	 



    	 



    

Schedule 4(c)


Capitalization




    	 



    	 



    

EXHIBIT A


FORM OF OFFICER’S CERTIFICATE


This Officer’s Certificate
(“Certificate”) is being delivered pursuant to Section 8(d) of that certain Purchase Agreement dated as of September
6, 2022, (“Purchase Agreement”), by and between ITEM 9 LABS CORP., a Delaware corporation (the “Company”),
and CLEARTHINK CAPITAL PARTNERS, LLC (the “Investor”). Terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Purchase Agreement.


The undersigned, Andrew
Bowden, CEO of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:


1. I am the CEO of the
Company and make the statements contained in this Certificate;


2. The representations
and warranties of the Company in the Purchase Agreement are true and correct in all material respects (except to the extent that any of
such representations and warranties is already qualified as to materiality in Section 4 of the Purchase Agreement, in which case, such
representations and warranties are true and correct without further qualification) as of the date when made and as of the Commencement
Date as though made at that time (except for representations and warranties that speak as of a specific date, in which case such representations
and warranties are true and correct as of such date);


3. The Company has performed,
satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to
be performed, satisfied or complied with by the Company at or prior to the Commencement Date.


4. The Company has not
taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company
or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency
proceedings.


IN WITNESS WHEREOF, I have
hereunder signed my name on this 6th day of September, 2022.


By:______________________


Name: Andrew Bowden


Title: CEO


The undersigned as Secretary
of ITEM 9 LABS CORP., a Delaware corporation, hereby certifies that Andrew Bowden is the duly elected, appointed, qualified and
acting CEO of Item 9 Labs Corp and that the signature appearing above is his genuine signature.


______________________________


Secretary