**SECURITIESPURCHASE AGREEMENT**

 

This**SECURITIES PURCHASE AGREEMENT** (the “Agreement”), dated as of October 14, 2014, by and between**Saleen Automotive,Inc.,** a Nevada corporation, with headquarters located at 2375 Wardlow Road, Corona, CA 92882 (the “Company”),and**LG CAPITAL FUNDING, LLC,** a New York limited liability company, with its address at 1218 Union Street, Suite #2, Brooklyn,NY 11225 (the “Buyer”).

 

**WHEREAS:**

 

A.	TheCompany and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registrationafforded 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.	Buyerdesires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement two 8%convertible notes of the Company, in the forms attached hereto as Exhibit A and B in the aggregate principal amount of $110,250.00(with the first note being in the amount of $55,125.00 and the second note being in the amount of $55,125.00 (together with anynote(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the termsthereof, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “CommonStock”), upon the terms and subject to the limitations and conditions set forth in such Note. The Notes shall contain a5% original issue discount such that the purchase price of each Note shall be $52,500.00. The first of the two notes (the “FirstNote”) shall be paid for by the Buyer as set forth herein. The second note (the “Second Note”) shall initiallybe paid for by the issuance of an offsetting $55,125.00 secured note issued to the Company by the Buyer (“Buyer Note”),provided that prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such that the SecondNote may not be converted until it has been paid for in cash.

 

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

** **

**NOWTHEREFORE,** the Company and the Buyer severally (and not jointly) hereby agree as follows:

 

1.Purchase and Sale of Note.

 

a.Purchase of Note. On each Closing Date (as defined below), the Company shall issueand sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediatelybelow the Buyer’s name on the signature pages hereto.

 

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CompanyInitials

 

 

b.	Formof Payment. On the Closing Date (as defined below), (i)the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “PurchasePrice”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiringinstructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately belowthe Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf ofthe Company, to the Buyer, against delivery of such Purchase Price.

 

c.	ClosingDate. The date and time of the first issuance and saleof the Note pursuant to this Agreement (the “Closing Date”) shall be on or about October 14, 2014, or such other mutuallyagreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on theClosing Date at such location as may be agreed to by the parties. Subsequent Closings shall occur when the Buyer Note is repaid.The Closing of the Second Note shall be on or before the dates specified in the Buyer Note.

 

2.Buyer’s Representations and Warranties. The Buyer represents and warrantsto the Company that:

 

a.	InvestmentPurpose. As of the date hereof, the Buyer is purchasingthe Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stockbeing collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”)for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registeredor 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 otherspecific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registrationstatement or an exemption under the 1933 Act.

 

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

 

c.	Relianceon Exemptions. The Buyer understands that the Securitiesare being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federaland 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 determinethe availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

 

d.	Information.The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished withall materials relating to the business, finances and operations of the Company and materials relating to the offer and sale ofthe Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and forso long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstandingthe foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such informationunless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiriesnor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend oraffect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyerunderstands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts thatmay constitute a breach of any of the Company’s representations and warranties made herein.

 

 

e.	GovernmentalReview. The Buyer understands that no United States federalor state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of theSecurities.

 

f.	Transferor Re-sale. The Buyer understands that (i) the sale orre-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws,and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement underthe 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall bein form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities tobe sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be acceptedby the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated underthe 1933 Act (or a successor rule) (“Rule 144”) of the Buyer who agrees to sell or otherwise transfer the Securitiesonly in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144,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 Buyer, an opinion of counsel that shall be in form, substanceand scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) anysale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, ifsaid Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whomthe sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with someother exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any otherperson is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with theterms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained hereinto the contrary, the Securities may be pledged as collateral in connection with a bonafidemargin account or other lending arrangement.

 

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

 

 

**“NEITHERTHE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLEHAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOTBE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIESUNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), INA GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE144 A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNTOR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”**

 

Thelegend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Securityupon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered forsale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or RegulationS without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) suchholder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparabletransactions, 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) from which the legend has been removed, in compliance with applicable prospectusdelivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer withrespect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within 2 businessdays, it will be considered an Event of Default under the Note.

 

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

 

i.	Residency.The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

 

 

3.Representations and Warranties of the Company. The Company represents and warrantsto the Buyer that:

 

a.	Organizationand Qualification. The Company and each of its subsidiaries,if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which itis incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carryon its business as and where now owned, leased, used, operated and conducted.

 

b.	Authorization;Enforcement, (i) The Company has all requisite corporatepower and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated herebyand thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of thisAgreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including withoutlimitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversionor exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorizationof the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and deliveredby the Company by its authorized representative, and such authorized representative is the true and official representative withauthority 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.

 

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

 

d.	Acknowledgmentof Dilution. The Company understands and acknowledgesthe potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. TheCompany further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with thisAgreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownershipinterests of other shareholders of the Company.

 

e.	NoConflicts. The execution, delivery and performance ofthis Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby(including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict withor result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, orresult in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both couldbecome 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 ina violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulationsand regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Companyor any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (exceptfor such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individuallyor in the aggregate, have a material adverse effect). All consents, authorizations, orders, filings and registrations which theCompany 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 marketplace (the “OTCQB”) and does not reasonablyanticipate that the Common Stock will be delisted by the OTCQB 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 riseto any of the foregoing.

 

 

f.	Absenceof Litigation. Except as disclosed in the Company’spublic filings, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, governmentagency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiaries, threatenedagainst or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that couldhave a material adverse effect. Schedule 3(f) contains a complete list and summary description of any pending or, to the knowledgeof the Company, threatened proceeding against or affecting the Company or any of its subsidiaries, without regard to whether itwould have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might giverise to any of the foregoing.

 

g.	AcknowledgmentRegarding Buyer’ Purchase of Securities. The Companyacknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to thisAgreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financialadvisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplatedhereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreementand the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchaseof the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreementhas been based solely on the independent evaluation of the Company and its representatives.

 

h.	NoIntegrated Offering. Neither the Company, nor any ofits affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any securityor solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuanceof the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance ofthe Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to theCompany or its securities.

 

i.	Titleto Property. The Company and its subsidiaries have goodand marketable title in fee simple to all real property and good and marketable title to all personal property owned by them whichis material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defectsexcept such as are described in Schedule 3(i) or such as would not have a material adverse effect. Any real property and facilitiesheld under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with suchexceptions as would not have a material adverse effect.

 

 

j.Bad Actor. No officer or director of the Company would be disqualified under Rule506(d) of the Securities Act as amended on the basis of being a “bad actor” as that term is established in the September19, 2013 Small Entity Compliance Guide published by the Securities and Exchange Commission.

 

k.Breach of Representations and Warranties by the Company. If the Company breachesany of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyerpursuant to this Agreement, it will be considered an Event of default under the Note.

 

4. COVENANTS.

 

a.	Expenses.At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation,execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”),including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, feesfor stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers ofprovisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactionscontemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediatepayment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submissionof an invoice by the Buyer. The Company’s obligation with respect to this transaction is to reimburse Buyer’s expensesshall be $2,500 in legal fees (and similar amounts for the Second Note) which shall be deduced from each Note when funded.

 

b.	Listing.The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotationsystem, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as theBuyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listingof all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyerowns any of the Securities, maintain the listing and trading of its Common Stock on the OTCQB or any equivalent replacement market,the Nasdaq stock market (“Nasdaq”), the New York Stock Exchange (“NYSE”), or the American Stock Exchange(“AMEX”) and will comply in all respects with the Company’s reporting, filing and other obligations under thebylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Companyshall promptly provide to the Buyer copies of any notices it receives from the OTCQB and any other markets on which the CommonStock is then listed regarding the continued eligibility of the Common Stock for listing on such markets.

 

 

c.	CorporateExistence. So long as the Buyer beneficially owns anyNote, 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 thesurviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreementsand instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed fortrading on the OTCQB, Nasdaq, NYSE or AMEX.

 

d.	NoIntegration. The Company shall not make any offers orsales of any security (other than the Securities) under circumstances that would require registration of the Securities beingoffered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offeringof securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

 

e.	Breachof Covenants. If the Company breaches any of the covenantsset forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it willbe considered an event of default under the Note.

 

5. GoverningLaw; Miscellaneous.

 

a.Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party againstthe other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York orin the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive anyobjection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdictionor venue or based upon*forum non conveniens.* The Company and Buyer waive trialby jury. 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 unenforceableunder any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflicttherewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalidor unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each partyhereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding inconnection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail orovernight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement andagrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained hereinshall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

 

b.	Counterparts;Signatures by Facsimile. This Agreement may be executedin one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreementand 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 facsimile transmission of a copy of this Agreement bearingthe signature of the party so delivering this Agreement.

 

c.	Headings.The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretationof, 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, thensuch provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conformwith such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affectthe validity or enforceability of any other provision hereof.

 

e.	EntireAgreement; Amendments. This Agreement and the instrumentsreferenced 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, covenantor undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrumentin writing signed by the majority in interest of the Buyer.

 

f.	Notices.All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writingand, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, returnreceipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmittedby hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specifiedmost recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemedeffective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimilemachine, at the address or number designated below (if delivered on a business day during normal business hours where such noticeis to be received), or the first business day following such delivery (if delivered other than on a business day during normalbusiness hours where such notice is to be received) or (b) on the second business day following the date of mailing by expresscourier 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 theCompany, to:

Saleen Automotive,Inc.

2375 Wardlow Road

Corona, CA 92882

Attn: Steve Saleen, CEO

 

If to theBuyer:

LG CAPITALFUNDING, LLC

1218 Union Street, Suite #2

Brooklyn, NY 11225

Attn: Joseph Lerman, Manager

 

Each partyshall provide notice to the other party of any change in address.
 
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g.	Successorsand Assigns. This Agreement shall be binding upon andinure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreementor any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyermay 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.	ThirdParty Beneficiaries. This Agreement is intended for thebenefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may anyprovision 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 theclosing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees toindemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as aresult of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants setforth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as theyare incurred.

 

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 theconsummation of the transactions contemplated hereby.

 

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

 

1.Remedies. The Company acknowledges that a breach by it of its obligations hereunderwill 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 injunctionor injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisionshereof, without the necessity of showing economic loss and without any bond or other security being required.

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

 

**Saleen Automotive, Inc.**

 
By:*/s/    Steve Saleen*  Steve    Saleen  Chief    Executive Officer 
 
**LG    CAPITAL FUNDING, LLC.**** **  By:  Name:Joseph    Lerman Title:Manager 
 

AGGREGATESUBSCRIPTION AMOUNT:

 
Aggregate    Principal Amount of Note:$110,250.00
 

AggregatePurchase Price:

 

Note 1:$55,125.00 less $2,625 in OID, $2,500.00 in legal fees, and $5,000 in fees to Carter Terry & Company

 

Note 2:$55,125.00 less $2,625 in OID, $2,500.00 in legal fees, and $5,000 in fees to Carter Terry & Company

** **
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****

**EXHIBITA**

**144NOTE - $55,125**

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**EXHIBITB**

**BACKEND NOTE 1**