Exhibit 10.1


 


SERIES A PREFERRED STOCK PURCHASE AGREEMENT






This SERIES A PREFERRED STOCK
PURCHASE AGREEMENT (the “Agreement”), dated as of May 17, 2022, by and between SAMSARA LUGGAGE, INC., a Nevada
corporation, with its address at 135 East 57th Street, Suite 18-130, New York, New York 10022 (the “Company”), and 1800
DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314
(the “Buyer”).


 


WHEREAS:


 


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


 


B. Buyer
desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, 148,062 shares
of Series A Preferred Stock of the Company (“Series A Shares”) with the rights and preferences as set forth on the Certificate
of Designation of the Series A Preferred Stock attached hereto as Exhibit A (“Certificate of Designation”).


 


NOW THEREFORE, in consideration
of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Company and
the Buyer severally (and not jointly) hereby agree as follows:


 


1. Purchase
and Sale of Series A Shares.


 


a. Purchase
of Series A Shares. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to
purchase from the Company 148,062 Series A Shares with the rights and preferences as set forth in the Certificate of Designation.


 


b. Form
of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay $128,750.00 for the Series A Shares to be issued and sold
to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company,
in accordance with the Company’s written wiring instructions, attached hereto as Exhibit B, against delivery of the
Series A Shares, and (ii) the Company shall deliver such duly executed and authorized Series A Shares on behalf of the Company, to
the Buyer, against delivery of such Purchase Price.


 


c. Closing
Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 6 and Section 7 below, the date and time
of the issuance and sale of the Series A Shares pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern
Standard Time on or about May 17, 2022, or such other mutually agreed upon time. The closing of the transactions contemplated by this
Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.


 






     


     


    

 


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


 


a. The
Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly and validly authorized
by the Buyer and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy,
reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors,
and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or law).


b. The
Buyer acknowledges its understanding that the offering and sale of the Series A Shares and the shares of common stock issuable upon conversion
of the Series A Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and,
collectively with the Series A Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by
virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder.
In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows:


 


i. The Buyer realizes
that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained
herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale
if the market does not rise. The Buyer does not have any such intention.


 


ii. The Buyer realizes
that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the
1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted
under the 1933 Act.


 


iii. The Buyer is acquiring
the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in
connection with, any distribution of the Securities.


 


iv. The Buyer has the
financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and
contingencies, and has no need for liquidity with respect to an investment in the Company.


 


v. The Buyer and
the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”)
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective
investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities.


 






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vii. The Buyer
(together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands
the information contained therein, prior to the execution of this Agreement.


 


c. The
Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and
related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors.


 


d. The
Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that
the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among
other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the
Company’s SEC filings.


 


e. The Buyer will not
sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and
agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered
under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed
of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption
from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as
such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The
Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands
that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement.


 


f. The Buyer and its
Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf
of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and
all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any.


 


g. The Buyer represents
and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative
thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means
of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review
any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television
or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose
attendees were invited by any general solicitation or general advertising; or (C) observe any website or filing of the Company with the
SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company.


 






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h. The
Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating
to this Agreement or the transactions contemplated hereby.


 


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


 


j. Legends.
The Buyer understands that until such time as the Securities have been registered under the 1933 Act or may be sold pursuant to an applicable
exemption from registration, the Securities shall bear a restrictive legend in substantially the following form:


 


“THE SECURITIES REPRESENTED BY THIS
INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE
SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES
AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER, THAT SUCH SECURITIES
MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS.”


 


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


 






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


 


a. Organization
and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other)
to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted,
except for those jurisdictions in which failure to have such authority would not have a Material Adverse Effect. “Subsidiaries”
means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly,
any equity or other ownership interest.


 


b. Authorization;
Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement and to consummate
the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the
execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby
(including without limitation, the issuance of the Series A Shares and the issuance and reservation for issuance of the Conversion Shares
issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent
or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed
and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative
with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv)
this Agreement constitutes, and upon execution and delivery by the Company of the Series A Shares, each of such instruments will constitute,
a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as may be limited
by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement
of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or law).


 


c. Capitalization.
As of the date hereof, the authorized common stock of the Company consists of 7,500,000,000
authorized shares of common stock, $0.0001 par value per share, of which 2,397,320 shares
are issued and outstanding and 5,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares are issued and outstanding.
On or prior to the Closing Date, the Certificate of Designation shall be filed with the Nevada Secretary of State authorizing 1,000,000
Series A Shares with an initial stated value of $1.00. All of such outstanding shares of capital stock are duly authorized, validly issued,
fully paid and non-assessable.


 


d. Issuance
of Securities. The Securities upon issuance will be validly issued, fully paid and non-assessable, and free from all taxes, liens,
claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders
of the Company and will not impose personal liability upon the holder thereof.


 






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e. No
Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance of the Securities and reservation for issuance of the Conversion
Shares) will not (i) conflict with or result in a violation of any provision of the Company’s Articles of Incorporation, as amended
or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with
notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party,
or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and
regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the
Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except
for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the
aggregate, have a Material Adverse Effect (as defined herein)). The businesses of the Company and its Subsidiaries, if any, are not being
conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation
of any governmental entity, except for such violations as would not, individually or in the aggregate, have a Material Adverse Effect.
“Material Adverse Effect” means any material adverse effect on the business, operations, assets or financial condition of
the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments
to be entered into in connection herewith.


 


f. SEC
Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”)
(all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto
and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC
Documents”). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for
such exhibits and incorporated documents or such SEC Documents which are available on EDGAR. As of their respective dates or if amended,
as of the dates of the amendments, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules
and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were
filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of
the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such
statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as
of the dates of the amendments, the financial statements of the Company included in the SEC Documents complied as to form in all material
respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial
statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during
the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated
Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal year-end audit adjustments). The Company is subject to the reporting requirements of the
1934 Act.


 






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g. Absence
of Certain Changes. Except as set forth in the SEC Documents, since December 31, 2021, except as may have been advised by the Company
to the Buyer, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties,
operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.


 


h. Absence
of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation before
or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or
any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their
capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing that could have a Material Adverse Effect.


 


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


 


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


 


4. COVENANTS.


 


a. Best
Efforts. The Company shall use its commercially reasonable efforts to satisfy timely each of the conditions described in Section 7
of this Agreement.


 


b. Form
D; Blue Sky Laws. The Company agrees to timely make any filings required by federal and state laws as a result of the closing of the
transactions contemplated by this Agreement.


 


c. Use
of Proceeds. The Company shall use the proceeds for general working capital purposes.


 






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d. Expenses.
At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer’s
expenses for Buyer’s legal fees and due diligence fee in an amount not to exceed $3,750.00.


 


e. Corporate
Existence. So long as the Buyer beneficially owns any Series A Shares, the Company shall maintain its corporate existence and shall
not sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyer.


 


f. Breach
of Covenants. If the Company breaches any of the covenants set forth in this Section 4, in addition to any other remedies available
to the Buyer pursuant to this Agreement, it will be considered an event of default under the Certificate of Designation; provided; however;
that, if during the period beginning on the issued date of the Series A Shares and ending on the date which is one hundred eighty (180)
days thereafter (“Non-Conversion Period”), the Company shall have a period of ten (10) days to cure any such breach.


 


g. Failure
to Comply with the 1934 Act/Negative Designation Removal. So long as the Buyer beneficially owns any Series A Shares, the Company
shall comply with the reporting requirements of the 1934 Act; the Company shall continue to be subject to the reporting requirements of
the 1934 Act; and, if OTCMarkets.com designates the Company as “Caveat Emptor” or “Shell Risk” (collectively,
“Negative Designation”), the Company shall immediately cause OTCMarkets.com to remove such designation (any Negative Designation
shall in any case be removed from OTCMarkets within fifteen (15) days or such failure shall be an Event of Default pursuant to the Certificate
of Designation); any breach of the foregoing shall be considered an event of default under the Certificate of Designation; provided; however,
that if such Negative Designation or non-compliance occurs during the Non-Conversion Period, the Company shall have a period of forty-five
(45) days to cure such breach.


 


h. Trading
Activities. Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the Buyer agrees
that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to
the common stock of the Company.


 


i. The
Buyer is Not a “Dealer”.   The Buyer and the Company hereby acknowledge and agree that solely with respect to
the transactions contemplated by this agreement and services, if any, provided by the Buyer to the Company, the Buyer has not: (i)
acted as an underwriter; (ii) acted as a market maker or specialist; (iii) acted as “de facto” market maker; or (iv) conducted
any other professional market activities such as providing investment advice, extending credit and lending securities in connection; and
thus that the Buyer is not a “Dealer” as such term is defined in the 1934 Act.


 






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5. Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the
name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company
upon conversion of the Series A Shares in accordance with the terms of the Certificate of Designation (the “Irrevocable Transfer
Agent Instructions”).  In the event that the Company proposes to replace its transfer agent, the Company shall provide, within
two (2) business days of the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as
initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of common stock
in the Reserved Amount (as defined in the Certificate of Designation) signed by the successor transfer agent to Company and the Company.
Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to an
exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(j) of this Agreement. 
The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will
be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records
of the Company as and to the extent provided in this Agreement and the Certificate of Designation; (ii) it will not direct its transfer
agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated
form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Certificate of Designation
or this Agreement as and when required by thereby; and (iii) it will not fail to remove (or direct its transfer agent not to remove or
impair, delay, and/or hinder its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in
respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of the Series A Shares of or otherwise
pursuant to the Certificate of Designation or this Agreement as and when required thereby.   If the Buyer provides the Company and
the Company’s transfer, at the cost of the Buyer, with an opinion of counsel in form, substance and scope customary for opinions
in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the
1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue
one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer.  The Company
acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose
of the transactions contemplated hereby.  Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations
under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this
Section 5, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and
requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


b. The
Company shall have delivered to the Buyer the Series A Shares by way of book entry as confirmed by the Company’s transfer agent
in accordance with Section 1(b) above.


 


c. The
Irrevocable Transfer Agent Instructions (as attached hereto as Exhibit C), shall have been delivered to and acknowledged in writing by
the Company’s Transfer Agent.


 


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


 


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


 






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


 


g. The
Company’s transfer agent shall be engaged to act as the transfer agent for the Series A Preferred Shares.


 


h. The
Certificate of Designation shall be properly authorized and filed with the Secretary of State of the State of Nevada and declared effective.


 


8. Governing
Law; Miscellaneous.


 


a. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles
of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement
shall be brought only in the state courts of Virginia or in the federal courts located in the State of Virginia. The parties to this Agreement
hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based
on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by 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 unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified
to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process
and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Series A Shares, the Certificate
of Designation or any related document or agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any other manner permitted by law.


 


b. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.


c. 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.


 


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


 






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


 


f. Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery,
telegram, email, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand
delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number
designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first (1st)
business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be
received) or (b) on the second (2nd) business day following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications
shall be as set forth in the heading of this Agreement with a copy by fax or e-mail to (which copy shall not constitute notice) to Naidich
Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail: allison@nwlaw.com,
and with respect to the Company, a copy to (which copy shall not constitute notice) to Foley Shechter Ablovatskiy LLP, 1180 Avenue of
the Americas, 8th Fl., New York, NY 10036, Attn: Sasha Ablovatskiy, Esq., e-mail: sablovatskiy@foleyshechter.com. Each party
shall provide notice to the other party of any change in address.


 


g. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither
the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the
other.


 


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


 


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


 


k. Remedies.
Each party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the other party by vitiating the
intent and purpose of the transaction contemplated hereby. Accordingly, each party 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 other party of
the provisions of this Agreement, that the non-breaching party shall be entitled, in addition to all other available remedies at law or
in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach
of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without
any bond or other security being required.


 


[Signature Page to Follow]


 




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


 


	SAMSARA LUGGAGE, INC.	 
	 	 
	By:	      	 
	Name: 	Atara Dzikowski	 
	Title:	Chief Executive Officer	 
	 	 	 
	1800 DIAGONAL LENDING LLC 	 
	 	 
	By:	 	 
	Name:  	Curt Kramer	 
	Title:	President 	 


 


AGGREGATE SUBSCRIPTION AMOUNT:


 


	Number of Series A Preferred Shares purchased	 	 	148,062	 
	 	 	 	 	 
	Aggregate Purchase Price:	 	$	128,750.00	 



 




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