Exhibit 10.1


 


Execution Version


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of October 13, 2022, by and between SOLLENSYS CORP, a Nevada corporation,
with headquarters located at 1470 Treeland Blvd. SE, Palm Bay, Florida 32909 (the “Company”), and AJB CAPITAL INVESTMENTS,
LLC, a Delaware limited liability company, with its address at 4700 Sheridan Street, Suite J, Hollywood, FL 33021 (the “Buyer”).


 


WHEREAS:


 


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


 


B. Buyer desires to purchase
and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a 10% promissory note of the Company,
in the form attached hereto as Exhibit A, in the aggregate principal amount of US$600,000.00 (together with any note(s) issued in replacement
thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible
following an Event of Default into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”),
upon the terms and subject to the limitations and conditions set forth in such Note;


 


C. The Buyer wishes
to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its
name on the signature pages hereto; and


 


D. Buyer desires
to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a warrant to purchase
up to 1,000,000 shares of the Common Stock, in the form attached hereto as Exhibit B (the “Warrant”), subject to adjustments
and limitations as provided therein.


 


NOW THEREFORE, the Company and the Buyer hereby agree as follows:


 


1. PURCHASE AND SALE OF NOTE.


 


a. Purchase
of Note and the Warrant. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer the Note and the Buyer
shall purchase the Note from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the
signature pages hereto, and the Warrant to purchase up to 1,000,000 shares of Common Stock, subject to adjustment as provided therein.
The Agreement, the Note, the Warrant and those other documents executed in connection therewith shall be referred to herein as the “Transaction
Documents.”


 


b. Form of
Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note in the amount of
US$540,000 (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the
Company’s written wiring instructions, against delivery of the Note and the Warrant in the principal amount equal to the
Purchase Price, and (ii) the Company shall deliver such duly executed Note, the Warrant, and the Commitment Fee Shares (as defined
herein) on behalf of the Company, to the Buyer, against delivery of such Purchase Price.


 






     


     


    

 


c. Closing Date.
Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 7 and Section 8 below, the date and time
of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard
Time on the date hereof, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the
“Closing”) shall occur on the Closing Date by remote exchange of documents, or at such location as may be agreed to by the
parties.


 


2. REPRESENTATIONS AND WARRANTIES
OF THE BUYER. The Buyer represents and warrants to the Company that:


 


a. Investment
Purpose. As of the date hereof, the Buyer is purchasing the Commitment Fee Shares, the Note, the shares of Common Stock issuable upon
conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are
issuable (i) on account of interest on the Note (ii) as a result of the events described in Sections 1.3 and 1.4(g) of the Note or (iii)
in payment of the Standard Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common
Stock being collectively referred to herein as the “Conversion Shares”), the Warrant, and the shares of Common Stock issuable
upon exercise of or otherwise pursuant to the Warrant (the “Warrant Shares”), for its own account and not with a present view
towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act;
provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for
any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a
registration statement or an exemption under the 1933 Act. For purposes of this Agreement, the Note and the transactions contemplated
thereby, the Conversion Shares, the Commitment Fee Shares, the Warrant and the Warrant Shares, shall be referred to as the “Securities.”


 


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


 


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


 






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


 


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


 


f. Transfer
or Re-sale. The Buyer understands that (i) the Securities may not be transferred unless (a) the Securities are sold pursuant to
an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the
Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable
transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from
such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an
“affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of
the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited
Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to
Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the
Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of
counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance
on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of
such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the
rules and regulations of the SEC thereunder; and (iii) except as otherwise expressly provided in the Transaction Documents, neither
the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws
or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything
else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin
account or other lending arrangement. In the event that the Company does not accept the opinion of counsel provided by the Buyer
with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within
three (3) business days of delivery of the opinion to the Company, the Company shall pay to the Buyer liquidated damages of two
percent (2%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial
months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be
paid the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price (as
defined in the Note) at the time of payment.


 






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g. Legends.
The Buyer understands that the Note and, until such time as the Conversion Shares, the Commitment Fee Shares and the Warrant Shares have
been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S or other applicable exemption without any restriction
as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares, the Commitment Fee Shares
and the Warrant Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against
transfer of the certificates for such Securities):


 


“NEITHER THE ISSUANCE AND
SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED
BY THE SECURITIES.”


 


The legend set
forth above shall be removed and the Company shall issue a certificate or book entry statement without such legend to the holder of
any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is
registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144
or Regulation S or other applicable exemption without any restriction as to the number of securities as of a particular date that
can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope
customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be
made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is
effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) or a book entry statement(s) from
which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the
Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an
exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant
to Section 3.2 of the Note.


 






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h. Authorization;
Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of
the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.


 


i. Residency. The Buyer is organized
in the jurisdiction set forth in the preamble.


 


3. REPRESENTATIONS AND WARRANTIES
OF THE COMPANY. The Company represents and warrants to the Buyer that:


 


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


 


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


 




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c. Capitalization.
As of the date hereof, the authorized capital stock of the Company consists of: 300,000,000 shares of Common Stock, of which approximately
105,197,822 shares are issued and outstanding; and 25,000,000 shares of Preferred Stock, par value $0.001 per share, of which zero shares
are currently outstanding. Except as disclosed in the SEC Documents (as defined below), no shares are reserved for issuance pursuant to
the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than upon conversion of the
Note or exercise of the Warrant) exercisable for, or convertible into or exchangeable for shares of Common Stock and 42,500,000 shares
are reserved for issuance upon conversion of the Note or exercise of the Warrant (including any adjustments thereto pursuant to the Transaction
Documents, the “Reserved Amount”). All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized,
validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other
similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company.
Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants,
scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights
of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the
Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional
shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company
or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are
no anti- dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights
to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in the SEC Documents
true and correct copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”),
the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible
into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.


 


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


 




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


 


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


 






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g. SEC Documents;
Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by
it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”)
since December 31, 2021 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements
and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred
to herein as the “SEC Documents”). The Company has delivered to the Buyer true and complete copies of the SEC Documents, except
for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the
requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none
of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or
updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof).
As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material
respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial
statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during
the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated
Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company
included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary
course of business subsequent to December 31, 2021, and (ii) obligations under contracts and commitments incurred in the ordinary course
of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually
or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting
requirements of the 1934 Act. For the avoidance of doubt, filing of the documents required in this Section 3(g) via the SEC’s Electronic
Date Gathering, Analysis, and Retrieval system (“EDGAR”) shall satisfy all delivery requirements of this Section 3(g).


 


h. Absence of
Certain Changes. Since December 31, 2021, there has been no material adverse change and no material adverse development in the assets,
liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the
Company or any of its Subsidiaries.


 


i. Absence of
Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such,
that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the
knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to
whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which
might give rise to any of the foregoing.


 






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


 


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


 


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


 


m. Certain
Transactions. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments
in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third
parties, none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or
any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or
otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation,
partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer,
director, trustee or partner.


 






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


 


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


 


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


 


q. Brokers.
The Company hereby represents and warrants that it has engaged a registered broker dealer (“Broker”) in connection with the
negotiation, execution or delivery of this Agreement or the transactions contemplated hereunder. The Company covenants and agrees that
should any claim be made against the Buyer for any commission or other compensation by the Broker, based upon the Company’s engagement
of such person in connection with this transaction, the Company shall indemnify, defend and hold the Buyer harmless from and against any
and all damages, expenses (including attorneys’ fees and disbursements) and liability arising from such claim. The Company shall
pay the commission of the Broker, to the attention of the Broker, pursuant to their separate agreement(s) between the Company and the
Broker.


 






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


 


s. Environmental Matters.


 


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


 


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


 


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


 


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


 






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u. Internal
Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the
judgment of the Board, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general
or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance
with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing
assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


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


 


w. Solvency. The Company
(after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess
of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company
has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transactions contemplated
by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time
to time incurred in connection therewith as such debts mature.


 


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


 


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


 






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z. Bad Actor. No officer
or director of the Company would be disqualified under Rule 506(d) of the 1933 Act on the basis of being a “bad actor” as
that term is defined in the Rule 506(d)(4) under the SEC 1933 Act.


 


aa. Shell Status. The
Company represents that it is not a “shell” issuer and that if it previously has been a “shell” issuer, that at
least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell”
issuer. Further, the Company will instruct its counsel to either (i) write a 144 or 3(a)(9) opinion to allow for salability of the Conversion
Shares or (ii) accept such opinion from Holder’s counsel.


 


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


 


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


(ii) sold, bid for, purchased, or paid
any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for
soliciting another to purchase any other securities of the Company.


 


dd. Sarbanes-Oxley
Act. The Company and each Subsidiary is in material compliance with all applicable requirements of the Sarbanes-Oxley Act of 2002
that are effective as of the date hereof, and all applicable rules and regulations promulgated by the SEC thereunder that are effective
as of the date hereof.


 


ee. Employee
Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any
member of a union. The Company believes that its and its Subsidiaries’ relations with their respective employees are good. No
executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its
Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary
or otherwise terminate such officer’s employment with the Company or any such Subsidiary. To the knowledge of the Company, no
executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation of any
material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition
agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive
officer or other key employee (as the case may be) does not subject the Company or any of its Subsidiaries to any liability with
respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all federal, state, local and
foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment
and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.


 






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ff. Breach of Representations
and Warranties by the Company. The Company agrees that if the Company breaches any of the representations or warranties set forth
in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement and it being considered an
Event of Default under Section 3.5 of the Note, the Company shall pay to the Buyer the Standard Liquidated Damages Amount in cash or in
shares of Common Stock, at the option of the Buyer, until such breach is cured. If the Buyer elects to receive the Standard Liquidated
Damages Amounts in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.


 


4. COVENANTS.


 


a.
Best Efforts. The parties shall use their commercially reasonable best efforts to satisfy timely each of the conditions described
in Section 7 and 8 of this Agreement.


 


b. Form D; Blue
Sky Laws. If requested by Buyer, the Company agrees to file a Form D with respect to the Securities as required under Regulation D
and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action
as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant
to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption
from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.


 


c. Use of Proceeds.
The Company shall use the proceeds from the sale of the Note for working capital and other general corporate purposes and shall not, directly
or indirectly, use such proceeds for any loan to or investment in any other corporation, partnership, enterprise or other person (except
in connection with its currently existing direct or indirect Subsidiaries).


 






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d. Right of
First Refusal. Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such
Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions
thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the
securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred
to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and
subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity
component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following
the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of
the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the
amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two
(72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same
terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to
the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving
(i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415
under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the
Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company
with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as
consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture
(the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business,
product or license by the Company (each of the foregoing, an “Exempt Issuance”). The Right of First Refusal also shall
not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible
securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional
securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.


 


e. Expenses.
The Company shall reimburse Buyer for any and all expenses incurred by them in connection with the negotiation, preparation, execution,
delivery and performance of this Agreement and the other Transaction Documents, including, without limitation, reasonable attorneys’
and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications
of the Transaction Documents or any consents or waivers of provisions in the Transaction Documents, fees for the preparation of opinions
of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Transaction Documents. When possible, the Company
must pay these fees directly, including, but not limited to, any and all wire fees, otherwise the Company must make immediate payment
for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice
by the Buyer. At Closing, the Company’s initial obligation with respect to this transaction is to reimburse Buyer’s legal
and due diligence expenses shall be $13,500.00 plus the cost of wire fees and $36,000 to Ascendiant Capital Markets, LLC.


 


f. Financial
Information. The Company agrees to send or make available the following reports to the Buyer until the Buyer transfers, assigns, or
sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy of any Annual Report, Quarterly Reports or
Current Report; (ii) within one (1) day after release, copies of all press releases issued by the Company or any of its Subsidiaries;
and (iii) contemporaneously with the making available or giving to the shareholders of the Company, copies of any notices or other information
the Company makes available or gives to such shareholders. For the avoidance of doubt, filing the documents required in (i) above via
EDGAR or releasing any documents set forth in (ii) above via a recognized wire service shall satisfy the delivery requirements of this
Section 4(f).


 






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g. Listing.
The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation
system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer
owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all
Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any
of the Securities, maintain the listing and trading of its Common Stock on the OTC Pink, OTCQB or any equivalent replacement
exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq SmallCap”), the New
York Stock Exchange (“NYSE”), or the NYSE American and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such
exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any material notices it receives from the OTC
Pink, OTCQB and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued
eligibility of the Common Stock for listing on such exchanges and quotation systems. The Company shall pay any and all fees and
expenses in connection with satisfying its obligation under this Section 4(g).


 


h. Corporate
Existence. So long as the Buyer beneficially owns the Note, the Company shall maintain its corporate existence and shall not sell
all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially
all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations
hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose
Common Stock is listed for trading on the OTC Pink, OTCQB, Nasdaq, NasdaqSmallCap, NYSE or AMEX.


 


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


 


j. Failure to
Comply with 1934 Act Requirements. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements
of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.


 


k. Restriction
on Activities. Commencing as of the date first above written, and until the sooner of the twelve (12) month anniversary of the date
first written above or payment of the Note in full, or full conversion of the Note, the Company shall not, directly or indirectly, without
the Buyer’s prior written consent, which consent shall not be unreasonably withheld: (a) change the nature of its business; (b)
sell, divest, acquire, change the structure of any material assets other than in the ordinary course of business; or (c) solicit any offers
for, respond to any unsolicited offers for, or conduct any negotiations with any other person or entity in respect of any variable rate
debt transactions (i.e., transactions were the conversion or exercise price of the security issued by the Company varies based on the
market price of the Common Stock) with a price per share below $0.08, whether a transaction similar to the one contemplated hereby or
any other investment.


 




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l. Legal Counsel
Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying
to the Company’s Transfer Agent (the “Transfer Agent”) and the Buyer a customary legal opinion letter of its counsel
(the “Legal Counsel Opinion”) to the effect that the sale of Conversion Shares by the Buyer or its affiliates, successors
and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are
satisfied and provided the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration
statement) or other applicable exemption. Should the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion,
the Buyer may (at the Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct
the Transfer Agent to accept such opinion.


 


m. Registration of Commitment
Fee Shares. The Commitment Fee Shares (as defined below) shall be included in the next succeeding registration statement filed by
the Company with respect to a public offering of the Company’s securities after the Closing Date. If no such registration statement
is filed or if the Company fails to include such shares in such registration statement, then no later than the date that is ninety (90)
days after the Issuance Date, the Company shall file a registration statement including all Commitment Fee Shares, and shall cause such
registration statement to be declared effective within one hundred eighty (180) days after the Issuance Date.


 


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


3.4 of the Note, the Company shall pay
to the Buyer the Standard Liquidated Damages Amount in cash or in shares of Common Stock at the option of the Buyer, until such breach
is cured or, with respect to Section 4(d) above, the Company shall pay to the Buyer the Standard Liquidated Damages Amount in cash or
shares of Common Stock, at the option of the Buyer, upon each violation of such provision. If the Buyer elects to receive the Standard
Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price in effect at the time of payment.


 


o. Commitment
Fee Shares. The Company shall pay to Buyer, (i) as a commitment fee, Four Hundred Ten Thousand and No/100 United States Dollars
(US$410,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock
equal to such amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be
5,125,000 (the “Commitment Fee Shares”), reflecting a price per Commitment Fee Share of $0.08; provided, that if the
Company issues any shares of Common Stock at a price per share of less than $0.08 prior to the end of the Adjustment Period (as
defined below), the Company will issue to Buyer additional Commitment Fee Shares such that the price per share of the aggregate
amount of Commitment Fee Shares (including such additional Commitment Fee Shares) equals such lower price per share. The Company
shall instruct the Transfer Agent to issue two (2) certificates or book entry statements, in the amounts of 2,312,500 shares of
Common Stock and 2,812,500 shares of Common Stock representing the Commitment Fee Shares issuable to the Buyer immediately upon the
Company’s execution of this Agreement, and shall cause the Transfer Agent to deliver such certificates or book entry
statements to Buyer within five (5) business days from the Effective Date. The Buyer shall never be in possession of an amount of
Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership
restriction described in this Section may be waived by Buyer, in whole or in part, upon sixty-one (61) days’ prior written
notice. In the event any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered
to the Buyer within the applicable five (5) business day period, same shall be an immediate default under this Agreement and the
other Transaction Documents. The Commitment Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and
non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the
Effective Date, regardless of the amount or number of Loans made hereunder.


 






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(i) Adjustments.
Subject to Section 4(o)(ii) below, it is the intention of the Company and Buyer that the Buyer shall be able to sell (if Buyer so
elects, in Buyer’s sole and absolute discretion) the Commitment Fee Shares, and generate net proceeds (net of all brokerage
commissions and other fees or charges payable by Buyer in connection with the sale thereof) from such sale equal to the Commitment
Fee. The Buyer shall use its best efforts to sell the Commitment Fee Shares in the principal trading market of the Company’s
Common Stock or otherwise, at any time in accordance with applicable securities laws. At any time, and from time to time, the Buyer
may elect during the period beginning on the date which is the six (6) month anniversary of the Closing Date (the “Adjustment
Period”), the Buyer may deliver to the Company a reconciliation statement showing the net proceeds actually received by the
Buyer from the sale of the Commitment Fee Shares (the “Sale Reconciliation”). If, as of the date of the delivery by
Buyer of the Sale Reconciliation (the “Sale Reconciliation Date”), the Buyer has not realized net proceeds from the sale
of such Commitment Fee Shares equal to at least the Commitment Fee, as shown on the Sale Reconciliation, then the Company shall,
within five (5) business days, either pay in cash the applicable shortfall amount or immediately take all required action necessary
or required in order to cause the issuance of additional shares of Common Stock (priced at the volume weighted average price over
the ten (10) day period preceding the applicable Sale Reconciliation Date) to the Buyer in an amount sufficient such that, when sold
and the net proceeds thereof are added to the net proceeds from the sale of any of the previously issued and sold Commitment Fee
Shares, the Buyer shall have received total net funds equal to the Commitment Fee. If additional shares of Common Stock are issued
pursuant to this Section 4(o)(i), and after the sale of such additional issued shares of Common Stock the Buyer still has not
received net proceeds equal to at least the Commitment Fee, then the Company shall again be required to immediately take all
required action necessary or required in order to cause the issuance of additional shares of Common Stock (or the payment of cash)
to the Buyer as contemplated above, and such additional issuances (or cash payments) shall continue until the Buyer has received net
proceeds from the sale of such Common Stock equal to the Commitment Fee. In the event additional Common Stock is required to be
issued as outlined above, the Company shall instruct the Transfer Agent to issue certificates or book entry statements representing
such additional shares of Common Stock to the Buyer as promptly as practicable following the Sale Reconciliation Date, and the
Company shall in any event cause the Transfer Agent to deliver such certificates or book entry statements to Buyer within five (5)
business days following the Sale Reconciliation Date; provided, that if by the fifth (5th) business day following the
Sale Reconciliation Date, the Buyer has not received such additional shares of Common Stock (or payment in cash), the Buyer may
notify the Transfer Agent directly of the Company’s obligation to deliver such additional shares of Common Stock, and the
Transfer Agent shall issue such additional shares of Common Stock from the Reserved Amount without any further action by the
Company. In the event such certificates or book entry statements representing such additional shares of Common Stock issuable
hereunder shall not be delivered to the Buyer within ten (10) business days of the Sale Reconciliation Date, same shall be an
immediate default under this Agreement and the Transaction Documents. Nothing herein contained shall be interpreted to in any way
limit the net proceeds from the sale of the Commitment Fee Shares which shall be generated by the Buyer. The Company’s
obligation to pay the Commitment Fee contemplated by this Section 4(o) thru the sale of Commitment Fee Shares, shall be an
obligation hereunder, secured by all Transaction Documents. For the avoidance of doubt, all requirements of Rule 144 shall apply to
any resale of any additional shares of Common Stock issued by the Company pursuant to an adjustment as described above (to the
extent Rule 144 is relied upon in connection with such resale), including, without limitation, holding period requirements.


 


(ii) Redemption.
In the event that the Note has been repaid in full (including accrued and unpaid interest) on or prior to the Maturity Date (without extension),
the Company shall have the right to redeem 2,812,500 of the Commitment Fee Shares (as adjusted for stock splits, stock dividends or similar
events) which were originally issued (the “Redeemable Commitment Fee Shares”) for an amount payable by the Company to the
Buyer in cash of an aggregate of one ordinary U.S. dollar ($1.00). Upon Buyer’s receipt of such cash payment in accordance with
the immediately preceding sentence, the Redeemable Commitment Fee Shares shall be immediately redeemed without any further action on the
part of the Company or the Buyer. Notwithstanding the foregoing, in the event of a redemption pursuant hereto, the adjustments permitted
pursuant to Section 4(o)(i) shall not reduce the amounts owing pursuant thereto or the shares to be issued in connection therewith.


 






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5. Reserved.


 


6. Reserved.


 


7. Transfer
Agent Instructions. The Company shall issue irrevocable instructions to the Transfer Agent to issue certificates, registered in
the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the
Company upon conversion of the Note in accordance with the terms thereof and for the Warrant Shares in such amounts as specified
from time to time by the Buyer to the Company upon exercise of the Warrant in accordance with the terms thereof (the
“Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the
Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in
a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve
shares of Common Stock in the amount of the Reserved Amount, as such term is defined in the Note) signed by the successor transfer
agent to Company and the Company. Prior to registration of the Conversion Shares and the Warrant Shares under the 1933 Act or the
date on which the Conversion Shares and the Warrant Shares may be sold pursuant to Rule 144 or other applicable exemption without
any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates
shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other
than the Irrevocable Transfer Agent Instructions referred to in this Section, and stop transfer instructions to give effect to
Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the
date on which the Conversion Shares may be sold pursuant to Rule 144 or other applicable exemption without any restriction as to the
number of Securities as of a particular date that can then be immediately sold and in the case of the Warrant Shares prior to
registration of the Warrant Shares under the 1933 Act or the date on which the Warrant Shares may be sold pursuant to Rule 144 or
other applicable exemption without any restriction as to the number of Securities as of a particular date that can then be
immediately sold), will be given by the Company to the Transfer Agent and that the Securities shall otherwise be freely transferable
on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct the
Transfer Agent not to transfer or delay, impair, and/or hinder the Transfer Agent in transferring (or issuing) (electronically or in
certificated form) any certificate for Conversion Shares or the Warrant Shares under the 1933 Act or the date on which the
Conversion Shares are to be issued to the Buyer upon conversion of or otherwise pursuant to the Note or the Warrant Shares are to be
issued to the Buyer upon exercise of the Warrant as and when required by the Note and this Agreement; and (iii) it will not fail to
remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any
restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares
issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement or any
Warrant Shares issued to the Buyer upon exercise of or otherwise pursuant to the Warrant as and when required by the Warrant.
Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to
comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Buyer provides the
Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in
comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the
1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold
pursuant to Rule 144 or other applicable exemption, the Company shall permit the transfer, and, in the case of the Conversion Shares
and the Warrant Shares, promptly instruct the Transfer Agent to issue one or more certificates, free from restrictive legend, in
such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section may be inadequate
and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be
entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer,
without the necessity of showing economic loss and without any bond or other security being required.


 






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8. CONDITIONS PRECEDENT TO THE
COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the
Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that
these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:


 


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





 


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


 


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


 


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


 


9. CONDITIONS PRECEDENT TO THE
BUYER’S OBLIGATION TO PURCHASE. The obligation of the Buyer hereunder to purchase the Note and the Warrant at the Closing
is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions
are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


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


 


b. The Company shall have delivered to
the Buyer the duly executed Note.


 


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


 


d. The Company shall
have delivered to the Buyer a duly executed Make-Whole Representation in a form acceptable to Buyer.


 


e. The Company
shall have delivered to the Buyer the Commitment Fee Shares in two (2) book entry statements in the amounts of 2,312,500 shares of Common
Stock and 2,812,500 shares of Common Stock, in accordance with Section 1(b) and Section 4(o) above.


 


f. The Company shall
have delivered to the Buyer a duly executed security agreement in a form acceptable to Buyer.


 


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


 






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h. The
representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of
the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the
Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have
received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the
foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates
with respect to the Company’s Articles of Incorporation, By-laws and Board resolutions relating to the transactions
contemplated hereby.


 


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


 


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


 


k. The Conversion
Shares and the Warrant Shares shall have been authorized for quotation on the OTC Pink, OTCQB or any similar quotation system and trading
in the Common Stock on the OTC Pink, OTCQB or any similar quotation system shall not have been suspended by the SEC or the OTC Pink, OTCQB
or any similar quotation system.


 


l. The Buyer shall
have received an officer’s certificate in a form acceptable to Buyer, dated as of the Closing Date.


 


10. GOVERNING LAW; MISCELLANEOUS.


 


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


 






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b. Counterparts;
Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by electronic or digital transmission
of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


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


 


d. Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision hereof.


 


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


 






    22


     


    

 


f. Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by
hand delivery, telegram, email, or facsimile, addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be
deemed effective (a) upon hand delivery or delivery by email or facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such
notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be:


 


If to the Company, to:


 


Sollensys Corp


1470 Treeland Blvd SE


Palm Bay, Florida 32909


Attn: Donald
Beavers


E-mail: don@sollensys.com


 


If to the Buyer:


 


AJB Capital Investments LLC


4700 Sheridan Street, Suite
J


Hollywood, FL 33021


Attn: Ari Blaine


Email: ari@ajbcapitalinvestments.com


 


Each party shall provide notice to the other party of any change in
address.


 


g. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither
the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the
other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases
Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act,
without the consent of the Company.


 


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


 


i. Survival.
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing
hereunder not withstanding any due diligence investigation conducted by or on behalf of the Buyer.


 


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 carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 




    23


     


    

 


k. 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.


 


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


 


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


 


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


 


[signature page follows]


 



    24


     


    

 


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


 


	SOLLENSYS CORP	 
	 	 	 
	By:	/s/ Donald Beavers	 
	Name:	Donald Beavers	 
	Title:	Chief Executive Officer	 
	 	 	 
	AJB CAPITAL INVESTMENTS, LLC	 
	 	 	 
	By:	/s/ Ari Blaine	 
	Name:	Ari Blaine	 
	Title:	Partner	 



 



     


     


    

 


EXHIBIT A


 


Form of Make Whole Notice


 


COMMITMENT FEE SHARES MAKE WHOLE
NOTICE


 


Reference is made
to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of October 13, 2022 among Sollensys Corp,
a Nevada corporation (the “Borrower”) and AJB Capital Investments, LLC, a Delaware limited liability company (the “Buyer”).
Pursuant to Section 4(o)(i) of the Purchase Agreement, the undersigned hereby directs you to issue that number of shares of Common Stock
constituting the “Make Whole Amount” as set forth below, of the Borrower, within two days of the date hereof or the next succeeding
business day. No fee will be charged to the Buyer for any such issuance, except for transfer taxes, if any.


 


Box Checked as to applicable instructions:


 


		☐	The Borrower shall electronically transmit the Common Stock
issuable pursuant to this Commitment Fee Shares Make Whole Notice to the account of the undersigned or its nominee with DTC through its
Deposit Withdrawal Agent Commission system (“DWAC Transfer”).



 


Name of DTC Prime Broker:


Account Number:


 


		☐	The undersigned hereby requests that the Borrower issue a
certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Buyer’s calculation
attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:



 


Make Whole Amount (number of shares of common stock to be
issued) ______________________


 


	AJB Capital Investments, LLC	 
	 	 	 
	By:	                             	 
	Name:	 	 
	Title:	 	 
	 Date: