Exhibit
10.1


 





Securities
purchase agreement


 


This
Securities Purchase Agreement (this “Agreement”), dated as of August 17, 2022, is entered into by and between NATURALSHRIMP
INCORPORATED, a Nevada corporation (“Company”), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company,
its successors and/or assigns (“Investor”).


 


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


 


B.
Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a Secured
Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $5,443,333.33 (the “Note”),
convertible into shares of common stock, $0.0001 par value per share, of Company (the “Common Stock”), upon the terms
and subject to the limitations and conditions set forth in such Note.


 


C.
This Agreement, the Note, the Escrow Agreement (as defined below), the Security Agreement (as defined below), and all other certificates,
documents, agreements, resolutions and instruments delivered to any party under or in connection with this Agreement, as the same may
be amended from time to time, are collectively referred to herein as the “Transaction Documents”.


 


D.
For purposes of this Agreement: “Conversion Shares” means all shares of Common Stock issuable upon conversion of all
or any portion of the Note; and “Securities” means the Note and the Conversion Shares.


 


NOW,
THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Company and Investor hereby agree as follows:


 


1.
Purchase and Sale of Securities.


 


1.1.
Purchase of Securities. Company shall issue and sell to Investor and Investor shall purchase from Company the Note. In consideration
thereof, Investor shall pay the Purchase Price (as defined below) to Company.


 


1.2.
Closing and Payment. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 2 and Section 3 below,
the date of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be August 17,
2022, or another mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the “Closing”)
shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have
occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah. On the Closing Date, Investor shall pay: (i) $1,100,000.00
of the Purchase Price to Company via wire transfer of immediately available funds; and (ii) $3,900,000.00 of the Purchase Price into
escrow to be held pursuant to the terms of that certain Escrow Agreement attached hereto as Exhibit B (the “Escrow Agreement”),
against delivery of the Note.


 




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1.3.
The Note. The Note carries an original issue discount of $433,333.33 (the “OID”). In addition, Company agrees
to pay $10,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction
costs incurred in connection with the purchase and sale of the Securities (the “Transaction Expense Amount”), all
of which amount is included in the initial principal balance of the Note. The “Purchase Price”, therefore, shall be
$5,443,333.33, computed as follows: $5,000,000.00 initial principal balance, less the OID, less the Transaction Expense Amount. The Note
shall be secured by the collateral set forth in that certain Security Agreement attached hereto as Exhibit C listing all of Company’s
assets as security for Company’s obligations under the Transaction Documents (the “Security Agreement”).


 


2.
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities to Investor
at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:


 


	 	(i)	Investor
    shall have executed this Agreement and delivered the same to Company.
	 	 	 
	 	(ii)	Investor
    shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.


 


3.
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the
Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions
are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:


 


	 	(i)	Company
    shall have executed this Agreement, the Note, the Escrow Agreement and the Security Agreement and delivered the same to Investor.
	 	 	 
	 	(ii)	Company
    shall have delivered to Investor a fully executed Officer’s Certificate substantially in the form attached hereto as Exhibit
    D evidencing Company’s approval of the Transaction Documents.
	 	 	 
	 	(iii)	Company
    shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein
    or therein.


 


4.
Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i)
this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable
in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D of the 1933 Act.


 




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5.
Company’s Representations and Warranties. Company represents and warrants to Investor that as of the Closing Date:


 


	 	(i)	Company
    is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite
    corporate power to own its properties and to carry on its business as now being conducted;
	 	 	 
	 	(ii)	Company
    is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business
    conducted or property owned by it makes such qualification necessary;
	 	 	 
	 	(iii)	Company
    has registered its Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”),
    and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act;
	 	 	 
	 	(iv)	each
    of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company
    and all necessary actions have been taken;
	 	 	 
	 	(v)	this
    Agreement, the Note, and the other Transaction Documents have been duly executed and delivered by Company and constitute the valid
    and binding obligations of Company enforceable in accordance with their terms;
	 	 	 
	 	(vi)	the
    execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the terms hereof, and
    the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with
    or result in a breach by Company of any of the terms or provisions of, or constitute a default under (a) Company’s formation
    documents or bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or instrument
    to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing
    agreement for the Common Stock, or (c) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order
    of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction
    over Company or any of Company’s properties or assets;



 







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	 	(vii)	no
    further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock
    exchange or market or the stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities
    to Investor or the entering into of the Transaction Documents except NASDAQ’s completion of review of notification of Listing
    of Additional Shares;
	 	 	 
	 	(viii)	none
    of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted
    to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances
    under which they were made, not misleading;
	 	 	 
	 	(ix)	Company
    has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934
    Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement
    or other document prior to the expiration of any such extension;
	 	 	 
	 	(x)	there
    is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge
    of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission,
    board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a material
    adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company
    to perform its obligations under, any of the Transaction Documents;
	 	 	 
	 	(xi)	except
    as disclosed to Investor in writing, the Company has not consummated any financing transaction that has not been disclosed in a periodic
    filing or current report with the SEC under the 1934 Act;
	 	 	 
	 	(xii)	Company
    is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer”
    is described in Rule 144(i)(1) under the 1933 Act;
	 	 	 
	 	(xiii)	with
    respect to any commissions, placement agent or finder’s fees or similar payments that will or would become due and owing by
    Company to any person or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”),
    any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that
    is a registered investment adviser or registered broker-dealer;



  




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	 	(xiv)	Investor
    shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for
    fees of a type contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Company
    shall indemnify and hold harmless each of Investor, Investor’s employees, officers, directors, stockholders, members, managers,
    agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of
    preparation and attorneys’ fees) and expenses suffered in respect of any such claimed Broker Fees;
	 	 	 
	 	(xv)	neither
    Investor nor any of its officers, directors, stockholders, members, managers, employees, agents or representatives has made any representations
    or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in
    the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company
    is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers, employees,
    agents or representatives other than as set forth in the Transaction Documents;
	 	 	 
	 	(xvi)	Company
    acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the
    Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, as set forth
    more specifically in Section 8.2 below, shall be applicable to the Transaction Documents and the transactions contemplated therein;
    and
	 	 	 
	 	(xvii)	Company
    acknowledges that Investor is not registered as a ‘dealer’ under the 1934 Act; and
	 	 	 
	 	(xviii)	Company
    has performed due diligence and background research on Investor and its affiliates and has received and reviewed the due diligence
    packet provided by Investor.


 


Company,
being aware of the matters described in subsections (xvii) and (xviii) above, acknowledges and agrees that such matters, or any similar
matters, have no bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such
information or legal theory as a defense to performance of its obligations under the Transaction Documents or in any attempt to avoid,
modify, reduce, rescind or void such obligations. Company also covenants and agrees it will not use Investor’s breach of any of
the representations and warranties in Section 2 above or in Section 8.22 below or its own lack of due diligence regarding Investor or
its affiliates as a defense to performance of its obligations under the Transaction Documents or in any attempt to avoid, modify, reduce,
rescind or void such obligations.


 




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6.
Company Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed in full,
or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants:


 


	 	(i)
    	so
    long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days (as defined in the Note) thereafter,
    Company will timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d)
    of the 1934 Act, and will take all reasonable action under its control to ensure that adequate current public information with respect
    to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as
    an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such
    termination;
	 	 	 
	 	(ii)	when
    issued, the Conversion Shares will be duly authorized, validly issued, fully paid for and non- assessable, free and clear of all
    liens, claims, charges and encumbrances;
	 	 	 
	 	(iii)
    	the
    Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, or (d) OTCQB;
	 	 	 
	 	(iv)
    	trading
    in Company’s Common Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s
    principal trading market;
	 	 	 
	 	(v)
    	Company
    will not make any Restricted Issuances (as defined below) without Investor’s prior written consent, which consent may be granted
    or withheld in Investor’s sole and absolute discretion; and
	 	 	 
	 	(vi)	other
    than one lockup not to exceed ninety (90) days in connection with a public offering, Company will not enter into any agreement or
    otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Company: (a)
    from entering into a variable rate transaction with Investor or any affiliate of Investor, or (b) from issuing Common Stock, preferred
    stock, warrants, convertible notes, other debt securities, or any other Company securities to Investor or any affiliate of Investor.
    For purposes hereof, the term “Restricted Issuance” means any issuance of any Company securities, or the incurrence
    or guaranty of any debt obligations, that (a) have or may have conversion rights of any kind, contingent, conditional or otherwise,
    in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock,
    or (b) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred
    stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible
    following an event of default, the passage of time, or another trigger event or condition. In addition, any issuance of any debt
    other than trade payables in the ordinary course of business will also be considered a Restricted Issuance. For avoidance of doubt,
    the issuance of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether
    convertible or not, is deemed a Restricted Issuance for purposes hereof if the number of shares of Common Stock to be issued is based
    upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection
    with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. Notwithstanding anything
    which may be contained herein to the contrary, the issuance of approximately 93,000,000 shares of the Company’s Common Stock
    in connection with the 3(a)(10) transaction relating to the Company’s Series A Preferred Shares is permitted.


 




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7.
Most Favored Nation. So long as the Note is outstanding, upon any issuance by Company of any security with any term or condition
more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided
to Investor in the Transaction Documents, then Company shall notify Investor of such additional or more favorable term and such term,
at Investor’s option, shall become a part of the Transaction Documents for the benefit of Investor. Additionally, if Company fails
to notify Investor of any such additional or more favorable term, but Investor becomes aware that Company has granted such a term to
any third party, Investor may notify Company of such additional or more favorable term and such term shall become a part of the Transaction
Documents retroactive to the date on which such term was granted to the applicable third party. The types of terms contained in another
security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts,
conversion lookback periods, interest rates, original issue discounts, stock sale price, conversion price per share, warrant coverage,
warrant exercise price, and anti- dilution/conversion and exercise price resets. For the avoidance of doubt, Investor shall not be permitted
to exchange its debt for units in any underwritten public offering.


 


8.
Miscellaneous. The provisions set forth in this Section 8 shall apply to this Agreement, as well as all other Transaction Documents
as if these terms were fully set forth therein; provided, however that in the event there is a conflict between any provision set forth
in this Section 8 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.


 


8.1.
Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit E) arising under this Agreement or any
other Transaction Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship
of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit E attached hereto (the “Arbitration
Provisions”). For the avoidance of doubt, the parties agree that the injunction described in Section 8.3 below may be pursued
in an arbitration that is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents.
The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable
from all other provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has
reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands
that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to
the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing
representations. Company acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding
the Arbitration Provisions.


 




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8.2.
Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of Utah. Each party consents to and expressly agrees that
the exclusive venue for arbitration of any dispute arising out of or relating to any Transaction Document or the relationship of the
parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties’ obligations to resolve disputes
hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and
notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other
agreement between Company’s transfer agent (“Transfer Agent”) and Company, such litigation specifically includes,
without limitation any action between or involving Company and the Transfer Agent under the TA Letter or otherwise related to Investor
in any way (specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary restraining
order, or otherwise prohibit the Transfer Agent from issuing shares of Common Stock to Investor for any reason)), each party hereto hereby
(i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Salt Lake County,
Utah, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such action
(specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or
otherwise prohibit the Transfer Agent from issuing shares of Common Stock to Investor for any reason) outside of any state or federal
court sitting in Salt Lake County, Utah, and (iv) waives any claim of improper venue and any claim or objection that such courts are
an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding in such jurisdiction or to any
claim that such venue of the suit, action or proceeding is improper. Finally, Company covenants and agrees to name Investor as a party
in interest in, and provide written notice to Investor in accordance with Section 8.11 below prior to bringing or filing, any action
(including without limitation any filing or action against any person or entity that is not a party to this Agreement, including without
limitation the Transfer Agent) that is related in any way to the Transaction Documents or any transaction contemplated herein or therein,
including without limitation any action brought by Company to enjoin or prevent the issuance of any shares of Common Stock to Investor
by the Transfer Agent, and further agrees to timely name Investor as a party to any such action. Company acknowledges that the governing
law and venue provisions set forth in this Section 8.2 are material terms to induce Investor to enter into the Transaction Documents
and that but for Company’s agreements set forth in this Section 8.2 Investor would not have entered into the Transaction Documents.


 




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8.3.
Specific Performance. Company acknowledges and agrees that Investor may suffer irreparable harm in the event that Company fails
to perform any material provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms.
It is accordingly agreed that Investor shall be entitled to one or more injunctions to prevent or cure breaches of the provisions of
this Agreement or such other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being
in addition to any other remedy to which Investor may be entitled under the Transaction Documents, at law or in equity. Company specifically
agrees that: (a) following an Event of Default (as defined in the Note) under the Note, Investor shall have the right to seek and receive
injunctive relief from a court or an arbitrator prohibiting Company from issuing any of its common or preferred stock to any party unless
the Note is being paid in full simultaneously with such issuance; and (b) following a breach of Section 4(vi) above, Investor shall have
the right to seek and receive injunctive relief from a court or arbitrator invalidating such lock-up. Company specifically acknowledges
that Investor’s right to obtain specific performance constitutes bargained for leverage and that the loss of such leverage would
result in irreparable harm to Investor. Company specifically acknowledges that Investor’s right to obtain specific performance
constitutes bargained for leverage and that the loss of such leverage would result in irreparable harm to Investor. For the avoidance
of doubt, in the event Investor seeks to obtain an injunction from a court or an arbitrator against Company or specific performance of
any provision of any Transaction Document, such action shall not be a waiver of any right of Investor under any Transaction Document,
at law, or in equity, including without limitation its rights to arbitrate any Claim pursuant to the terms of the Transaction Documents,
nor shall Investor’s pursuit of an injunction prevent Investor, under the doctrines of claim preclusion, issues preclusion, res
judicata or other similar legal doctrines, from pursuing other Claims in the future in a separate arbitration.


 


8.4.
Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any determination or arithmetic
calculation under the Transaction Documents, including without limitation, calculating the Outstanding Balance, Conversion Price, Conversion
Shares, or VWAP (as defined in the Note) (each, a “Calculation”), Company or Investor (as the case may be) shall submit
any disputed Calculation via email or facsimile with confirmation of receipt (i) within two (2) Trading Days after receipt of the applicable
notice giving rise to such dispute to Company or Investor (as the case may be) or (ii) if no notice gave rise to such dispute, at any
time after Investor learned of the circumstances giving rise to such dispute. If Investor and Company are unable to agree upon such Calculation
within two (2) Trading Days of such disputed Calculation being submitted to Company or Investor (as the case may be), then Investor will
promptly submit via email or facsimile the disputed Calculation to Unkar Systems Inc. (“Unkar Systems”). Investor
shall cause Unkar Systems to perform the Calculation and notify Company and Investor of the results no later than ten (10) Trading Days
from the time it receives such disputed Calculation. Unkar Systems’ determination of the disputed Calculation shall be binding
upon all parties absent demonstrable error. Unkar Systems’ fee for performing such Calculation shall be paid by the incorrect party,
or if both parties are incorrect, by the party whose Calculation is furthest from the correct Calculation as determined by Unkar Systems.
In the event Company is the losing party, no extension of the Delivery Date (as defined in the Note) shall be granted and Company shall
incur all effects for failing to deliver the applicable shares in a timely manner as set forth in the Transaction Documents. Notwithstanding
the foregoing, Investor may, in its sole discretion, designate an independent, reputable investment bank or accounting firm other than
Unkar Systems to resolve any such dispute and in such event, all references to “Unkar Systems” herein will be replaced with
references to such independent, reputable investment bank or accounting firm so designated by Investor.


 




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8.5.
Counterparts. Each Transaction Document may be executed in any number of counterparts, each of which shall be deemed an original,
but all of which together shall constitute one instrument. The parties acknowledge and agree that this Agreement and all other Transaction
Documents may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have
the same force and effect as an original signature. The parties hereto confirm that any electronic copy of another party’s executed
counterpart of a Transaction Document (or such party’s signature page thereof) will be deemed to be an executed original thereof.


 


8.6.
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.


 


8.7.
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 to 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.


 


8.8.
Entire Agreement. This Agreement, together with the other Transaction Documents, contains 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 Company nor Investor
makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term
sheets or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction
Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investor, or any
affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there
is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents
shall govern.


 


8.9.
No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, representatives
or agents has made any representations or warranties to Company or any of its officers, directors, representatives, agents or employees
except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by
the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors,
members, managers, agents or representatives other than as set forth in the Transaction Documents.


 


8.10.
Amendments. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties
hereto.


 




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8.11.
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be
deemed effectively given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor
or by email to an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation
which is kept by sending party), (ii) the earlier of the date delivered or the third Trading Day after deposit, postage prepaid, in the
United States Postal Service by certified mail, or (iii) the earlier of the date delivered or the third Trading Day after mailing by
express courier, with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the
following addresses (or at such other addresses as such party may designate by five (5) calendar days’ advance written notice similarly
given to each of the other parties hereto):


 


If
to Company:


 


NaturalShrimp
Incorporated


Attn:
Gerald Easterling


5501
LBJ Freeway, Suite 450


Dallas,
Texas 75240


 


If
to Investor:


 


Streeterville
Capital, LLC


Attn:
John Fife


303
East Wacker Drive, Suite 1040


Chicago,
Illinois 60601


 


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


 


Hansen
Black Anderson Ashcraft PLLC


Attn:
Jonathan Hansen


3051
West Maple Loop Drive, Suite 325


Lehi,
Utah 84043


 


8.12.
Successors and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed
by Investor hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part, without the need to
obtain Company’s consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its duties
hereunder, whether directly or indirectly, without the prior written consent of Investor, and any such attempted assignment or delegation
shall be null and void.


 


8.13.
Survival. The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive
the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to indemnify
and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of
or related to any breach or alleged breach by Company of any of its representations, warranties and covenants set forth in this Agreement
or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 




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8.14.
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.


 


8.15.
Investor’s Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction
Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and
remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law,
in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as often and in such order
as Investor may deem expedient.


 


8.16.
Attorneys’ Fees and Cost of Collection. In the event any suit, action or arbitration is filed by either party against the
other to interpret or enforce any of the Transaction Documents, the unsuccessful party to such action agrees to pay to the prevailing
party all reasonable costs and expenses, including reasonable attorneys’ fees incurred therein, including the same with respect
to an appeal. The “prevailing party” shall be the party in whose favor a judgment is entered, regardless of whether judgment
is entered on all claims asserted by such party and regardless of the amount of the judgment; or where, due to the assertion of counterclaims,
judgments are entered in favor of and against both parties, then the arbitrator shall determine the “prevailing party” by
taking into account the relative dollar amounts of the judgments or, if the judgments involve nonmonetary relief, the relative importance
and value of such relief. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses
for frivolous or bad faith pleading. If (i) the Note is placed in the hands of an attorney for collection or enforcement prior to commencing
arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investor otherwise takes
action to collect amounts due under the Note or to enforce the provisions of the Note, or (ii) there occurs any bankruptcy, reorganization,
receivership of Company or other proceedings affecting Company’s creditors’ rights and involving a claim under the Note;
then Company shall pay the costs incurred by Investor for such collection, enforcement or action or in connection with such bankruptcy,
reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees, expenses, deposition costs, and
disbursements.


 


8.17.
Waiver. No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party
granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision
or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent
or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


 




    	12



    	 



    

 


8.18.
Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS
OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW
OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY
WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


 


8.19.
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the
other Transaction Documents.


 


8.20.
Voluntary Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions
needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents
and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or has waived
the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or
undue influence by Investor or anyone else.


 


8.21.
Document Imaging. Investor shall be entitled, in its sole discretion, to image or make copies of all or any selection of the agreements,
instruments, documents, and items and records governing, arising from or relating to any of Company’s loans, including, without
limitation, this Agreement and the other Transaction Documents, and Investor may destroy or archive the paper originals. The parties
hereto (i) waive any right to insist or require that Investor produce paper originals, (ii) agree that such images shall be accorded
the same force and effect as the paper originals, (iii) agree that Investor is entitled to use such images in lieu of destroyed or archived
originals for any purpose, including as admissible evidence in any demand, presentment or other proceedings, and (iv) further agree that
any executed facsimile (faxed), scanned, emailed, or other imaged copy of this Agreement or any other Transaction Document shall be deemed
to be of the same force and effect as the original manually executed document.


 


8.22.
Access to Information. Investor acknowledges that it has had the opportunity to review the Transaction Documents (including all
exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the
securities and the merits and risks of investing in the securities; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that
is necessary to make an informed investment decision with respect to the investment. Investor acknowledges and agrees that neither Joseph
Gunnar & Co., LLC, acting as placement agent (the “Placement Agent”) nor any affiliate of the Placement Agent
has provided Investor with any information or advice with respect to the securities nor is such information or advice necessary or desired.
Neither the Placement Agent nor any affiliate has made or makes any representation as to the Company or the quality of the securities
and the Placement Agent and any affiliate may have acquired non-public information with respect to the Company which Investor agrees
need not be provided to it. In connection with the issuance of the securities to such Purchaser, neither the Placement Agent nor any
of its affiliates has acted as a financial advisor or fiduciary to Investor. The Placement Agent shall be a third-party beneficiary of
any representations and warranties provided to Investor herein.


 


[Remainder
of page intentionally left blank; signature page follows]


 




    	13



    	 



    

 


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




 


	 	INVESTOR:
	 	 
	 	Streeterville
    Capital, LLC
	 	 	 
	 	By:
    	 
	 		John
    M. Fife, President 
	 	 	 
	 	COMPANY:
	 	 	 
	 	NaturalShrimp
    Incorporated
	 	 	 
	 	By:
    	 
	 		Gerald
    Easterling, Chief Executive Officer 


 





[Signature
Page to Securities Purchase Agreement]




 




    	 



     


    

 


	ATTACHED EXHIBITS:
	 	 
	Exhibit
    A	Note
	Exhibit
    B	Escrow
    Agreement
	Exhibit
    C	Security
    Agreement
	Exhibit
    D	Officer’s
    Certificate
	Exhibit
    E	Arbitration
    Provisions


 




    	 



     


    

 


EXHIBIT
E


 


ARBITRATION
PROVISIONS


 


1.
Dispute Resolution. For purposes of this Exhibit E, the term “Claims” means any disputes, claims, demands,
causes of action, requests for injunctive relief, requests for specific performance, liabilities, damages, losses, or controversies whatsoever
arising from, related to, or connected with the transactions contemplated in the Transaction Documents and any communications between
the parties related thereto, including without limitation any claims of mutual mistake, mistake, fraud, misrepresentation, failure of
formation, failure of consideration, promissory estoppel, unconscionability, failure of condition precedent, rescission, and any statutory
claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement (or these Arbitration Provisions (defined
below)) or any of the other Transaction Documents. For the avoidance of doubt, Investor’s pursuit of an injunction or other Claim
pursuant to these Arbitration Provisions or with a court will not later prevent Investor under the doctrines of claim preclusion, issue
preclusion, res judicata or other similar legal doctrines from pursuing other Claims in a separate arbitration in the future. The parties
to this Agreement (the “parties”) hereby agree that the Claims may be arbitrated in one or more Arbitrations pursuant
to these Arbitration Provisions (one for an injunction or injunctions and a separate one for all other Claims). The term “Claims”
specifically excludes a dispute over Calculations. The parties to the Agreement hereby agree that the arbitration provisions set forth
in this Exhibit E (“Arbitration Provisions”) are binding on each of them. As a result, any attempt to rescind the
Agreement (or these Arbitration Provisions) or declare the Agreement (or these Arbitration Provisions) or any other Transaction Document
invalid or unenforceable for any reason is subject to these Arbitration Provisions. These Arbitration Provisions shall also survive any
termination or expiration of the Agreement. Any capitalized term not defined in these Arbitration Provisions shall have the meaning set
forth in the Agreement.


 


2.
Arbitration. Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”)
to be conducted exclusively in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to
the arbitration appeal right provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award
of the arbitrator rendered pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding
upon the parties, (b) the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented
or pleaded to the arbitrator, and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to
monetary awards). Subject to the Appeal Right, any costs or fees, including without limitation attorneys’ fees, incurred in connection
with or incident to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting
such enforcement. The Arbitration Award shall include default interest (as defined or otherwise provided for in the Note, “Default
Interest”) (with respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the
Arbitration Award. Judgment upon the Arbitration Award will be entered and enforced by any state or federal court sitting in Salt Lake
County, Utah.


 


3.
The Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration
Act, U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”).
Notwithstanding the foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration Act, in the event
of conflict or variation between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these
Arbitration Provisions shall control and the parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration
Act that may conflict with or vary from these Arbitration Provisions.




    	 



     


    

 


4.
Arbitration Proceedings. Arbitration between the parties will be subject to the following:


 


4.1
Initiation of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration
by giving written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under
Section 8.11 of the Agreement; provided, however, that the Arbitration Notice may not be given by email or fax. Arbitration will
be deemed initiated as of the date that the Arbitration Notice is deemed delivered to such other party under Section 8.11 of the Agreement
(the “Service Date”). After the Service Date, information may be delivered, and notices may be given, by email or
fax pursuant to Section 8.11 of the Agreement or any other method permitted thereunder. The Arbitration Notice must describe the nature
of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration Notice must
be pleaded consistent with the Utah Rules of Civil Procedure.


 


4.2
Selection and Payment of Arbitrator.


 


(a)
Within ten (10) calendar days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators
that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com)
(such three (3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”). For the
avoidance of doubt, each Proposed Arbitrator must be qualified as a “neutral” with Utah ADR Services. Within five (5)
calendar days after Investor has submitted to Company the names of the Proposed Arbitrators, Company must select, by written notice
to Investor, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If
Company fails to select one of the Proposed Arbitrators in writing within such 5-day period, then Investor may select the arbitrator
from the Proposed Arbitrators by providing written notice of such selection to Company.


 


(b)
If Investor fails to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to
subparagraph (a) above, then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names
of three (3) arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written
notice to Investor. Investor may then, within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators
to Investor, select, by written notice to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties
under these Arbitration Provisions. If Investor fails to select in writing and within such 5-day period one (1) of the three (3)
Proposed Arbitrators selected by Company, then Company may select the arbitrator from its three (3) previously selected Proposed
Arbitrators by providing written notice of such selection to Investor.


 


(c)
If a Proposed Arbitrator chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected
such Proposed Arbitrator may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the
chosen Proposed Arbitrator declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators
decline or are otherwise unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this
Paragraph 4.2.


 




    	 



     


    

 


(d)
The date that the Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both
parties to serve as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator
resigns or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to
continue the Arbitration. If Utah ADR Services ceases to exist or to provide a list of neutrals and there is no successor thereto, then
the arbitrator shall be selected under the then prevailing rules of the American Arbitration Association.


 


(e)
Subject to Paragraph 4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if
one party refuses or fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to
the accrual of Default Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.


 


4.3
Applicability of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the
Utah Rules of Civil Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without
limitation, to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The
Utah Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing,
it is the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the
event of any conflict between the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these
Arbitration Provisions shall control.


 


4.4
Answer and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating
the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required
deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against
such party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within
the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration
Notice, against a party that fails to submit an answer within such time period.


 


4.5
Related Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent
legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject
to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration
Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party
files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will
be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails
to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall
be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal
or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined
in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation
Proceedings pursuant to the Arbitration Act.


 


4.6
Discovery. Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:


 


(a)
Written discovery will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof,
and the written discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded
in the Arbitration. The party seeking written discovery shall always have the burden of showing that all of the standards and limitations
set forth in these Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited
as follows:


 


(i)
To facts directly connected with the transactions contemplated by the Agreement.


 


(ii)
To facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or
less expensive than in the manner requested.


 




    	 



     


    

 


(b)
No party shall be allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15)
requests for admission (including discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or
(iv) more than three (3) depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs
associated with depositions will be borne by the party taking the deposition. The party defending the deposition will submit a
notice to the party taking the deposition of the estimated attorneys’ fees that such party expects to incur in connection with
defending the deposition. If the party defending the deposition fails to submit an estimate of attorneys’ fees within five (5)
calendar days of its receipt of a deposition notice, then such party shall be deemed to have waived its right to the estimated
attorneys’ fees. The party taking the deposition must pay the party defending the deposition the estimated attorneys’
fees prior to taking the deposition, unless such obligation is deemed to be waived as set forth in the immediately preceding
sentence. If the party taking the deposition believes that the estimated attorneys’ fees are unreasonable, such party may
submit the issue to the arbitrator for a decision. All depositions will be taken in Utah.


 


(c)
All discovery requests (including document production requests included in deposition notices) must be submitted in writing to the arbitrator
and the other party. The party submitting the written discovery requests must include with such discovery requests a detailed explanation
of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure.
The receiving party will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the
arbitrator an estimate of the attorneys’ fees and costs associated with responding to such written discovery requests and a written
challenge to each applicable discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to
one or more discovery requests, consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding
as to the likely attorneys’ fees and costs associated with responding to the discovery requests and issue an order that (i) requires
the requesting party to prepay the attorneys’ fees and costs associated with responding to the discovery requests, and (ii) requires
the responding party to respond to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s
finding with respect to such discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or
a challenge to discovery requests fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are no attorneys’
fees or costs associated with responding to such discovery requests, and (B) the responding party must respond to such discovery requests
(as may be limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery
requests. Any party submitting any written discovery requests, including without limitation interrogatories, requests for production
subpoenas to a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, before
the responding party has any obligation to produce or respond to the same, unless such obligation is deemed waived as set forth above.


 


(d)
In order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth
in these Arbitration Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery
request does not satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil Procedure, the arbitrator
may modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.


 




    	 



     


    

 


(e)
Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of
the Arbitration Commencement Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following:
(i) a complete statement of all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name
and qualifications, including a list of all the expert’s publications within the preceding ten (10) years, and a list of any other
cases in which the expert has testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii)
the compensation to be paid for the expert’s report and testimony. The parties are entitled to depose any other party’s expert
witness one (1) time for no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter
not fairly disclosed in the expert report.


 


4.6
Dispositive Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules
of Civil Procedure (a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required
to, deliver to the arbitrator and to the other party a memorandum in support (the “Memorandum in Support”) of the
Dispositive Motion. Within seven (7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator
and to the other party a memorandum in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within
seven (7) calendar days of delivery of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support
shall deliver to the arbitrator and to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”).
If the applicable party shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver
the Reply Memorandum as required above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion
shall proceed regardless.


 


4.7
Confidentiality. All information disclosed by either party (or such party’s agents) during the Arbitration process (including
without limitation information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential
in nature. Each party agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration
process (including without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure
such information becomes public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party
or its agents, (b) such information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving
party has notified the other party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court
of competent jurisdiction prior to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives
and legal counsel on a need to know basis who each agree in writing not to disclose such information to any third party. Pursuant to
Section 118(5) of the Arbitration Act, the arbitrator is hereby authorized and directed to issue a protective order to prevent the disclosure
of privileged information and confidential information upon the written request of either party.


 


4.8
Authorization; Timing; Scheduling Order. Subject to all other portions of these Arbitration Provisions, the parties hereby authorize
and direct the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the
Arbitration proceedings to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties hereby agree that
an Arbitration Award must be made within one hundred twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator
is hereby authorized and directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date
in order to establish a scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents
by the parties to enable the arbitrator to render a decision prior to the end of such 120-day period.


 




    	 



     


    

 


4.9
Relief. The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief
which the arbitrator deems proper under the circumstances, including, without limitation, specific performance and injunctive relief,
provided that the arbitrator may not award exemplary or punitive damages.


 


4.10
Fees and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being
awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory
fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration,
and (b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery
costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.


 


5.
Arbitration Appeal.


 


5.1
Initiation of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have
a period of thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant
elects to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel
of arbitrators as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein
as the “Appeal Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph
4.1 above with respect to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee,
the Appellant must also pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond
in the amount of 110% of the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing.
In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance
with the provisions of this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will
not be further conditioned. In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond)
to the other party within the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award.
If no party delivers an Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline described
in this Paragraph 5.1, the Arbitration Award shall be final. The parties acknowledge and agree that any Appeal shall be deemed part of
the parties’ agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.


 


5.2
Selection and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof
of payment of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3)
person arbitration panel (the “Appeal Panel”).


 


(a)
Within ten (10) calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators
that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such
five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For the avoidance
of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with Utah ADR Services, and shall not be the arbitrator
who rendered the Arbitration Award being appealed (the “Original Arbitrator”). Within five (5) calendar days after
the Appellee has submitted to the Appellant the names of the Proposed Appeal Arbitrators, the Appellant must select, by written notice
to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the members of the Appeal Panel. If the Appellant fails to select
three (3) of the Proposed Appeal Arbitrators in writing within such 5-day period, then the Appellee may select such three (3) arbitrators
from the Proposed Appeal Arbitrators by providing written notice of such selection to the Appellant.


 




    	 



     


    

 


(b)
If the Appellee fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the
Appeal Date pursuant to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed
Appeal Arbitrators, identify the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators
by Utah ADR Service (none of whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may then, within five


 


(5)
calendar days after the Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written notice to the
Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing within such
5-day period three (3) of the arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant may
select the three (3) members of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written notice
of such selection to the Appellee.


 


(c)
If a selected Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal
Arbitrator may select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date
a chosen Proposed Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three
(3) of the five (5) designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator
selection process shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators
who have already agreed to serve shall remain on the Appeal Panel.


 


	 	(d)	The
    date that all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email)
    delivered to both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal
    Commencement Date”. No later than five


 


(5)
calendar days after the Appeal Commencement Date, the Appellee shall designate in writing (including via email) to the Appellant and
the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel to serve as the lead arbitrator in the Appeal proceedings.
Each member of the Appeal Panel shall be deemed an arbitrator for purposes of these Arbitration Provisions and the Arbitration Act, provided
that, in conducting the Appeal, the Appeal Panel may only act or make determinations upon the approval or vote of no less than the majority
vote of its members, as announced or communicated by the lead arbitrator on the Appeal Panel. If an arbitrator on the Appeal Panel ceases
or is unable to act during the Appeal proceedings, a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to
continue the Appeal as a member of the Appeal Panel. If Utah ADR Services ceases to exist or to provide a list of neutrals, then the
arbitrators for the Appeal Panel shall be selected under the then prevailing rules of the American Arbitration Association.


 


(d)
Subject to Paragraph 5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.


 




    	 



     


    

 


5.3
Appeal Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel
shall conduct a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and
all other provisions of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate
for a fair and expeditious disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous
evidence and discovery, together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents
filed with the Appeal Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal
Panel shall not permit the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new
witnesses or affidavits, and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the
Arbitration Award.


 


5.4
Timing.


 


(a)
Within seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal
Panel copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents
filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,
but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning
or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)
calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal
Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s
delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply
Memorandum to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of
this subparagraph (a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final.
If the Appellee shall fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply
Memorandum as required above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and
the Appeal shall proceed regardless.


 


(b)
Subject to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar
days of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal
is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).


 


5.5
Appeal Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator
on the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety
and make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall
remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive
remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)
be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,
including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall,
to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award shall include
Default Interest (with respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration
Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in Salt Lake County, Utah.


 




    	 



     


    

 


5.6
Relief. The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel
deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal
Panel may not award exemplary or punitive damages.


 


5.7 Fees
and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being
awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any
statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of
the Arbitration and the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by
the Appeal Panel, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or
other charges awarded to any part) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition
costs, other discovery costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection
with the Arbitration (including without limitation in connection with the Appeal).


 


6.
Miscellaneous.


 


6.1
Severability. If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision
shall be modified to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration
Provisions shall remain unaffected and in full force and effect.


 


6.2
Governing Law. These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict
of laws principles therein.


 


6.3
Interpretation. The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of,
or affect the interpretation of, these Arbitration Provisions.


 


6.4
Waiver. No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed
by the party granting the waiver.


 


6.5
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.


 


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