Exhibit 10.1


 


 


COMMON STOCK
PURCHASE AGREEMENT


This
Common Stock Purchase Agreement (the “Agreement”) is entered into as of June 2, 2022, by and between ECO INNOVATION
GROUP, INC., a Nevada corporation (


the
“Company”), and COVENTRY ENTERPRISES, LLC, a Delaware limited liability company (the “Investor”).
The Company and Investor may be referred to herein as each a “Party” and collectively, the “Parties”.


WHEREAS,
the Parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time to time,
as provided herein, and the Company shall issue and sell Ten Million Dollars ($10,000,000) of the Company’s Common Stock (as defined
below);


NOW,
THEREFORE, the Parties hereto agree as follows:


ARTICLE
I

CERTAIN DEFINITIONS


Section
1.1   DEFINED TERMS. As used in this Agreement, the
following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):


“Agreement”
shall have the meaning specified in the preamble hereof.


“Average
Daily Trading Value” shall mean a per share price that shall be equal to the lowest trading price of the Company’s Common
Stock on the Principal Exchange during the during the five (5) Business Days immediately preceding the respective Drawdown Notice Delivery
Date multiplied by the Average Daily Trading Volume (as defined herein).


“Average
Daily Trading Volume” shall mean the average trading volume of the Company’s Common Stock for the five (5) Business Days
immediately preceding the respective Drawdown Notice Date.


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


“Business
Day” shall mean a day on which the Principal Market shall be open for business.


“Claim
Notice” shall have the meaning specified in Section 9.3(a).


“Closing”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.2.


“Closing
Date” shall mean the date on which the Drawdown Notice Shares are delivered.


“Commitment
Amount” shall mean Ten Million Dollars ($10,000,000).


“Commitment
Period” shall mean the thirty-six (36) months immediately following the initial date of effectiveness of the S-1 Registration
Statement.






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“Common
Stock” shall mean the Company’s common stock, $0.0001 value per share, and any shares of any other class of common stock
whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and assets
(upon liquidation of the Company).


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


“Company”
shall have the meaning specified in the preamble to this Agreement.


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


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and
disbursements and costs and expenses of expert witnesses and investigation).


“Dispute
Period” shall have the meaning specified in Section 9.3(a).


Drawdown
Notice” shall mean a written notice from Company, substantially in the form of Exhibit A hereto, to Investor setting forth
the Drawdown Notice Shares which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.


“Drawdown
Notice Date” shall have the meaning specified in Section 2.2.


“Drawdown
Notice Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per applicable
Drawdown Notice in accordance with the terms and conditions of this Agreement.


“Drawdown
Notice Dilution Shares” shall mean that number of additional shares to be delivered to the Investor as a result of a Dilutive
Issuance as more fully set forth in Section 2.3.


“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.


"DTC
Chill” shall mean a limitation of certain services available for a security on deposit at the DTC, such as the ability to make
a deposit of withdrawal of a security at DTC.


“DTC/FAST
Program” shall mean the DTC’s Fast Automated Securities Transfer Program.


“DWAC”
shall mean Deposit and Withdrawal at Custodian, as defined by the DTC.






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“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements,
including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the
DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Drawdown Notice
Shares are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery
of the Drawdown Notice Shares, as applicable, via DWAC.


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


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


“Exchange
Cap” shall have the meaning set forth in Section 7.1(e).


“Execution
Date” shall mean the date of this Agreement.


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


“Indemnified
Party” shall have the meaning specified in Section 9.2.


“Indemnifying
Party” shall have the meaning specified in Section 9.2.


“Indemnity
Notice” shall have the meaning specified in Section 9.3(e).


“Investment
Amount” shall mean the Drawdown Notice Shares referenced in the Drawdown Notice multiplied by the Purchase Price (as defined
herein).


“Investor”
shall have the meaning specified in the preamble to this Agreement.


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and the
Subsidiaries that is material and adverse to the Company and the Subsidiaries and/or any condition, circumstance, or situation that would
prohibit or otherwise materially interfere with the ability of the Company to enter into and perform its obligations under any Transaction
Document.


“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


“Pricing
Period” shall mean the period of five (5) Business Days immediately preceding the Drawdown Notice Date.


“Principal
Market” shall mean any of the national exchanges (i.e., New York Stock Exchange, NYSE American, Nasdaq), or principal quotation
systems (i.e., OTCQX, OTCQB, OTC Pink), or other principal exchange or recognized quotation system which is at the time the principal
trading platform or market for the Common Stock.


“Purchase
Price” shall mean seventy-five percent (75%) of the lowest traded price of the Common Stock during the Pricing Period.






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“Registration
Statement” shall have the meaning specified in Section 6.2.


“Regulation
D” shall mean Regulation D promulgated under the Securities Act.


“Rule
144” shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


“SEC”
shall mean the United States Securities and Exchange Commission.


“SEC
Documents” shall have the meaning specified in Section 4.4.


“Securities”
means, collectively, the Drawdown Notice Shares.


“Securities
Act” shall mean the Securities Act of 1933, as amended.


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


“Third-Party
Claim” shall have the meaning specified in Section 9.3(a).


“Transaction
Documents” shall mean this Agreement and all schedules and exhibits hereto and thereto, including, but not limited to, the
Registration Rights Agreement by and between the Parties of even date herewith, attached hereto as Exhibit B


“Transfer
Agent” shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.


ARTICLE
II

PURCHASE AND SALE OF COMMON STOCK


Section
2.1   DRAWDOWN NOTICES. Upon the terms and conditions
set forth herein (including, without limitation, the provisions of Article VII), the Company shall have the right, but not the obligation,
to direct the Investor, by its delivery to the Investor of a Drawdown Notice (the date thereof, the “Drawdown Notice Date”)
from time to time, to purchase Drawdown Notice Shares, provided that the amount of Drawdown Notice Shares shall not exceed the
lesser of; (i) $250,000 or (ii) 200% of the Average Daily Traded Value of the Stock during the five (5) Business Days immediately preceding
the Drawdown Notice Date or (iii) the Beneficial Ownership Limitation set forth in Section 7.2(g). Notwithstanding the foregoing, the
Company may not deliver a subsequent Drawdown Notice until the Closing of an active Drawdown Notice, except if waived by the Investor
in writing.






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Section
2.2   MECHANICS.


		(a)	DRAWDOWN
                                            NOTICE. At any time and from time to time during the Commitment Period, except as provided
                                            in this Agreement, the Company may deliver a Drawdown Notice to Investor, subject to satisfaction
                                            of the conditions set forth in Section 7.2 and otherwise provided herein. The Company shall
                                            deliver the Drawdown Notice Shares as DWAC Shares to the Investor alongside delivery of the
                                            Drawdown Notice.



		(b)	DATE
                                            OF DELIVERY OF DRAWDOWN NOTICE. A Drawdown Notice shall be deemed delivered on (i) the
                                            Business Day it is received by email by the Investor if such notice is received on or prior
                                            to 8:00 a.m. New York time or (ii) the immediately succeeding Business Day if it is received
                                            by email after 8:00 a.m. New York time on a Business Day or at any time on a day which is
                                            not a Business Day.



		(c)	CLOSING.
                                            The Closing of a Drawdown Notice shall occur upon delivery of the Drawdown Notice Shares
                                            from the Company to the Investor, whereby the Investor, shall deliver the Investment Amount
                                            by wire transfer of immediately available funds to an account designated by the Company.



Section
2.3 DILUTIVE ISSUANCE. If the Company, at any time during the Pricing Period or seven (7) Business Days following the delivery
of a Drawdown Notice, issues, sells or grants any Common Stock or Common Stock Equivalents at an effective price per share that is lower
than the Purchase Price (such lower price, the “Base Drawdown Price” and such issuances, collectively, a “Dilutive
Issuance”), then the Purchase Price shall be reduced, at the option of the Investor, to a price equal to the Base Drawdown Price.
Such adjustment to the Purchase Price shall be effected through the issuance by the Company to the Investor of that number of additional
shares (the “Drawdown Notice Dilution Shares”) equal to the difference between the number of Drawdown Notice Shares and what
the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made at the adjusted Base Drawdown Price. Such Drawdown
Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant
to a Drawdown Notice delivered by the Company, or (ii) in the event that more than ten (10) Business Days have passed since the last
Drawdown Notice Date or the relevant Dilutive Issuance, within three (3) Business Days following delivery to the Company by Investor
of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares. In the event of an issuance of securities
involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 shall be calculated as if all such securities were
issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events
described in this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing, no adjustment
will be made under this Section 2.3 in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a)
shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock or option or similar equity
incentive plan duly adopted for such purpose and in effect as of the date of this Agreement; (b) securities issued pursuant to a merger,
consolidation, acquisition or similar business combination, but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued
with respect to which the Investor waives its rights in writing under this Section 2.3.






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ARTICLE
III

REPRESENTATIONS AND WARRANTIES OF INVESTOR


The
Investor represents and warrants to the Company that:


Section
3.1   INTENT. The Investor is entering into this Agreement
for its own account and the Investor has no present arrangement (whether or not legally binding) at any time to sell the Securities to
or through any Person in violation of the Securities Act or any applicable state securities laws; provided, however, that
the Investor reserves the right to dispose of the Securities at any time in accordance with federal and state securities laws applicable
to such disposition.


Section
3.2   NO LEGAL ADVICE FROM THE COMPANY. The Investor
acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own
legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not on any statements
or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment,
the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


Section
3.3   ACCREDITED INVESTOR. The Investor is an accredited
investor as defined in Rule 501(a)(3) of Regulation D, and the Investor has such experience in business and financial matters that it
is capable of evaluating the merits and risks of an investment in the Securities. The Investor acknowledges that an investment in the
Securities is speculative and involves a high degree of risk.


Section
3.4   AUTHORITY. The Investor has the requisite power
and authority to enter into and perform its obligations under the Transaction Documents and to consummate the transactions contemplated
hereby and thereby. The execution and delivery of the Transaction Documents and the consummation by it of the transactions contemplated
hereby and thereby have been duly authorized by all necessary action and no further consent or authorization of the Investor is required.
The Transaction Documents to which it is a party has been duly executed by the Investor, and when delivered by the Investor in accordance
with the terms hereof, will constitute the valid and binding obligation of the Investor enforceable against it in accordance with its
terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.


Section
3.5   NOT AN AFFILIATE. The Investor is not an officer,
director nor “affiliate” (as that term is defined in Rule 405 of the Securities Act) of the Company.


Section
3.6   ORGANIZATION AND STANDING. The Investor is an
entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or
formation with full right, power of a limited partnership, limited liability company or similar power in such jurisdiction and duly authorized
to enter into and to consummate the transactions contemplated by the Transaction Documents.






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Section
3.7   ABSENCE OF CONFLICTS. The execution and delivery
of the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby and compliance with the requirements
hereof and thereof, will not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the
Investor, (b) violate any provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which
the Investor or any of its assets is bound, or conflict with or constitute a material default thereunder, (c) result in the creation
or imposition of any Lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary
duty owed by the Investor to any third party, or (d) require the approval of any third party (that has not been obtained) pursuant to
any material contract, instrument, agreement, relationship or legal obligation to which the Investor is subject or to which any of its
assets, operations or management may be subject.


Section
3.8   DISCLOSURE; ACCESS TO INFORMATION. The Investor
had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has had access to all publicly available
information with respect to the Company.


Section
3.9   MANNER OF SALE. At no time was the Investor presented
with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general solicitation
or advertising.


Section
3.10  BROKERS, FINDERS AND FINANCIAL ADVISORS. Except with
respect to J. H. Darbie & Co., a registered broker-dealer (CRD#: 43520)(“Darbie”), the Company has taken no action which
would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement
or the transactions contemplated hereby. Darbie will be entitled to receive a finder fee in cash equal to 6% of the gross proceeds received
by Company under this Agreement.


REPRESENTATIONS
AND WARRANTIES OF COMPANY


The
Company represents and warrants to the Investor that, except as disclosed in the SEC Documents or except as set forth in the disclosure
schedules hereto:


Section 3.11
ORGANIZATION OF THE COMPANY. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any
Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or
other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned
by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could
not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


Section 3.12
AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations under
the Transaction Documents. The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of
the Company or its Board of Directors or stockholders is required. The Transaction Documents have been duly executed and delivered by
the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally
the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.






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Section 3.13
CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of 2,000,000,000 shares of
Common Stock, par value of $0.0001 per share, of which approximately 420,403,375 shares of Common Stock are issued and outstanding. Except
as set forth on Schedule 4.3, the Company has not issued any capital stock since its most recently filed periodic report under
the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance
of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or
exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No
Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as set forth on Schedule 4.3 and except as a result of the purchase and sale
of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right
to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company
or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale
of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investor)
and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under
any of such securities. Except as otherwise disclosed in its SEC filings, there are no stockholders’ agreements, voting agreements
or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of
the Company, between or among any of the Company’s stockholders and the Company is not obligated to register the sale of any of
its or their securities under the Securities Act and there are no anti-dilution or price adjustment provisions contained in any security
issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the
Securities. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation as
in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date
hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company
and the material rights of the holders thereof in respect thereto. The Common Stock is registered pursuant to Section 12(b) or 12(g)
of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating
the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating
terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from the Principal
Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing
or maintenance requirements of such Principal Market. The Company is and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with all such listing and maintenance requirements.






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Section 3.14
SEC DOCUMENTS; DISCLOSURE. Except as set forth on Schedule 4.4, the Company has filed all reports, schedules, forms,
statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant
to Section 13(a) or 15(d) thereof, for the one (1) year preceding the date hereof (or such shorter period as the Company was required
by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference
therein, being collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates,
the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable,
and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when filed contained any
untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company
included in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved
(except as may be otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements,
to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the
financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and
conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting
on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute
material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representation in
effecting transactions in securities of the Company.


Section 3.15
VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other
than restrictions on transfer provided for in the Transaction Documents.


Section 3.16
NO CONFLICTS. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Drawdown Notice
Shares, does not and will not: (a) result in a violation of the Company’s or any Subsidiary’s certificate or articles of
incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default (or an event
that with notice or lapse of time or both would become a material default) under, result in the creation of any Lien upon any of the
properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar agreement
to which the Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or local law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary or
by which any property or asset of the Company or any Subsidiary 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)
nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company is
not being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that
either singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state
or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court
or governmental agency in order for it to execute, deliver or perform any of its obligations under the Transaction Documents (other than
any SEC, FINRA or state securities filings that may be required to be made by the Company in connection with or subsequent to any Closing
or any registration statement that may be filed pursuant hereto); provided that, for purposes of the representation made in this sentence,
the Company is assuming and relying upon the accuracy of the relevant representations and agreements of Investor herein.






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Section 3.17
NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company that has not
been disclosed in the SEC filings.


Section 3.18
LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents or as set forth on Schedule 4.8, there
are no actions, suits, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened against or affecting
the Company, any Subsidiary or any of their respective properties, nor has the Company received any written or oral notice of any such
action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect. No judgment, order, writ, injunction
or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agency
which would have a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the SEC involving the Company, any Subsidiary or any current or former director or officer of the Company or any
Subsidiary.


Section 3.19
REGISTRATION RIGHTS. Except as set forth on Schedule 4.9, in the Registration Rights Agreement by and between the
Parties of even date herewith, attached hereto as Exhibit B, no Person (other than the Investor) has any right to cause the Company to
effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


ARTICLE
IV

COVENANTS OF INVESTOR


Section
4.1   SHORT SALES AND CONFIDENTIALITY. Neither the Investor,
nor any affiliate of the Investor, trading for or on behalf of the Investor as a “related party” as defined by Item 404 of
Regulation SK, will execute any Short Sales (as defined by the US Securities and Exchange Commission) during the period from the date
hereof to the end of the Commitment Period. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of
the Drawdown Notice of such number of shares of Common Stock reasonably expected to be purchased under the Drawdown Notice shall not
be deemed a Short Sale. The Investor shall, until such time as the transactions contemplated by the Transaction Documents are publicly
disclosed by the Company in accordance with the terms of the Transaction Documents, maintain the confidentiality of the existence and
terms of this transaction and the information included in the Transaction Documents.


Section
4.2   COMPLIANCE WITH LAW; TRADING IN SECURITIES. The
Investor’s trading activities with respect to shares of Common Stock will be in compliance with all applicable state and federal
securities laws and regulations and the rules and regulations of FINRA and the Principal Market.






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ARTICLE
V

COVENANTS OF THE COMPANY


Section
5.1   LISTING OF COMMON STOCK. The Company shall promptly
secure the listing of all of the Drawdown Notice Shares to be issued to the Investor hereunder on the Principal Market (subject to official
notice of issuance) and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed,
the listing of all such Drawdown Notice Shares from time to time issuable hereunder. The Company shall use its commercially reasonable
efforts to continue the listing and trading of the Common Stock on the Principal Market (including, without limitation, maintaining sufficient
net tangible assets) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws
or rules of FINRA and the Principal Market.


Section
5.2   FILING OF CURRENT REPORT AND REGISTRATION STATEMENT.
The Company agrees that it shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the
SEC within the time required by the Exchange Act, relating to the transactions contemplated by, and describing the material terms and
conditions of, the Transaction Documents (the “Current Report”). The Company shall permit the Investor to review and
comment upon the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC,
and the Company shall give reasonable consideration to all such comments. The Investor shall use its commercially reasonable efforts
to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives
it from the Company. The Company shall also file with the SEC, within forty-five (45) Business Days from the date hereof, a new registration
statement (the “Registration Statement”) covering only the resale of the Drawdown Notice Shares and any other shares
as directed by Investor.


Section
5.3   USE Of PROCEEDS. Subject to the provisions of
the Registration Statement, the proceeds from received by the Company from the sale and issuance to the Investor of the Drawdown Notice
Shares shall be used only to finance the Company’s product prototypes, product production, working capital requirements and general
corporate purposes.


ARTICLE
VI

CONDITIONS TO DELIVERY OF

DRAWDOWN NOTICE AND CONDITIONS TO CLOSING


Section
6.1   CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO
ISSUE AND SELL DRAWDOWN NOTICE SHARES. The right of the Company to issue and sell the Drawdown Notice Shares to the Investor is subject
to the satisfaction of each of the conditions set forth below:


		(a)	ACCURACY
                                            OF COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties
                                            of the Company shall be true and correct in all material respects as of the date of this
                                            Agreement and as of the date of each Closing as though made at each such time.







    	11 



    	 



    

 


		(b)	ADVERSE
                                            CHANGES. Since the date of filing of the Company’s most recent SEC Document, no
                                            event that had or is reasonably likely to have a Material Adverse Effect has occurred.



		(c)	NO KNOWLEDGE.
                                            The Company shall have no knowledge of an event it reasonably deems more likely than not
                                            to have the effect of causing the Registration Statement to be suspended or otherwise ineffective
                                            (which event is more likely than not to occur within the fifteen (15) Business Days following
                                            the Business Day on which such Drawdown Notice is deemed delivered).



		(d)	PERFORMANCE
                                            BY COMPANY. Company shall have performed, satisfied and complied in all respects with
                                            all covenants, agreements and conditions required by this Agreement to be performed, satisfied
                                            or complied with by the Company at or prior to such Closing.



		(e)	PRINCIPAL
                                            MARKET REGULATION. The Company shall not issue any Drawdown Notice Shares, and the Investor
                                            shall not have the right to receive any Drawdown Notice Shares, if the issuance of such Drawdown
                                            Notice Shares would exceed the aggregate number of shares of Common Stock which the Company
                                            may issue without breaching the Company’s obligations under the rules or regulations
                                            of the Principal Market (the “Exchange Cap”).



		(f)	NO VIOLATION
                                            OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Drawdown Notice Shares shall
                                            not violate the shareholder approval requirements of the Principal Market.



Section
6.2   CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR
TO DRAWDOWN NOTICE SHARES. The obligation of the Investor hereunder to purchase Drawdown Notice Shares is subject to the satisfaction
of each of the following conditions:


		(a)	EFFECTIVE
                                            REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto,
                                            shall remain effective for the resale by the Investor of the Drawdown Notice Shares and (i)
                                            neither the Company nor the Investor shall have received notice that the SEC has issued or
                                            intends to issue a stop order with respect to such Registration Statement or that the SEC
                                            otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either
                                            temporarily or permanently, or intends or has threatened to do so and (ii) no other suspension
                                            of the use of, or withdrawal of the effectiveness of, such Registration Statement or related
                                            prospectus shall exist.



		(b)	ACCURACY
                                            OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties
                                            of the Company’s shall be true and correct in all material respects as of the date
                                            of this Agreement and as of the date of each Closing (except for representations and warranties
                                            specifically made as of a particular date).



 






    	12 



    	 



    

 


		(c)	PERFORMANCE
                                            BY THE COMPANY. The Company shall have performed, satisfied and complied in all material
                                            respects with all covenants, agreements and conditions required by this Agreement to be performed,
                                            satisfied or complied with by the Company.



		(d)	NO INJUNCTION.
                                            No statute, rule, regulation, executive order, decree, ruling or injunction shall have been
                                            enacted, entered, promulgated or adopted by any court or governmental authority of competent
                                            jurisdiction that prohibits or directly and materially adversely affects any of the transactions
                                            contemplated by the Transaction Documents, and no proceeding shall have been commenced that
                                            may have the effect of prohibiting or materially adversely affecting any of the transactions
                                            contemplated by the Transaction Documents.



		(e)	SEC
                                            DOCUMENTS. All reports, schedules, registrations, forms, statements, information and
                                            other documents required to have been filed by the Company with the SEC pursuant to the reporting
                                            requirements of the Exchange Act shall have been filed with the SEC within the applicable
                                            time periods prescribed for such filings under the Exchange Act.



		(f)	NO SUSPENSION
                                            OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not
                                            have been suspended by the SEC, the Principal Market or FINRA, or otherwise halted for any
                                            reason, and the Common Stock shall have been approved for listing or quotation on and shall
                                            not have been delisted from the Principal Market. In the event of a suspension, delisting,
                                            or halting for any reason, of the trading of the Common Stock, as contemplated by this Section
                                            7.2(f), the Investor shall have the right to return to the Company any amount of Drawdown
                                            Notice Shares associated with such Drawdown Notice, and the Investment Amount with respect
                                            to such Drawdown Notice shall be reduced accordingly.



		(g)	BENEFICIAL
                                            OWNERSHIP LIMITATION. The number of Drawdown Notice Shares then to be purchased by the
                                            Investor shall not exceed the number of such shares that, when aggregated with all other
                                            shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned
                                            by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation
                                            (as defined below), as determined in accordance with Section 16 of the Exchange Act and the
                                            regulations promulgated thereunder. For purposes of this Section 7.2(g), in the event that
                                            the amount of Common Stock outstanding is greater on a Closing Date than on the date upon
                                            which the Drawdown Notice associated with such Closing Date is given, the amount of Common
                                            Stock outstanding on such issuance of a Drawdown Notice shall govern for purposes of determining
                                            whether the Investor, when aggregating all purchases of Common Stock made pursuant to this
                                            Agreement, would own more than the Beneficial Ownership Limitation following such Closing
                                            Date. The “Beneficial Ownership Limitation” shall be 4.99% of the number
                                            of shares of the Common Stock outstanding immediately prior to the issuance of shares of
                                            Common Stock issuable pursuant to a Drawdown Notice. The Investor, upon not less than 61
                                            days’ prior notice to the Company, may increase or decrease the Beneficial Ownership
                                            Limitation provisions of this Section 7.2(g), provided that the Beneficial Ownership Limitation
                                            in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately
                                            after giving effect to the issuance of the Drawdown Notice Shares. Any such increase or decrease
                                            will not be effective until the 61st day after such notice is delivered to the
                                            Company.



 






    	13 



    	 



    

 


		(h)	PRINCIPAL
                                            MARKET REGULATION. The issuance of the Drawdown Notice Shares shall not exceed the Exchange
                                            Cap.



		(i)	DWAC
                                            ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill”.



ARTICLE
VII

LEGENDS


Section
7.1   NO RESTRICTIVE STOCK LEGEND. No restrictive stock
legend shall be placed on the share certificates representing the Drawdown Notice Shares.


Section
7.2   INVESTOR’S COMPLIANCE. Nothing in this Article
VIII shall affect in any way the Investor’s obligations hereunder to comply with all applicable securities laws upon the sale of
the Common Stock.


ARTICLE
VIII

NOTICES; INDEMNIFICATION


Section
8.1   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 (a) personally served, (b) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (c) delivered
by reputable air courier service with charges prepaid, or (d) transmitted by hand delivery, telegram, or email as a PDF, addressed
as set forth below or to such other address as the Party shall have specified most recently by written notice given in accordance herewith.
Any notice or other communication required or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery
by email at the address designated below (if delivered on a business day during normal business hours where such notice is to be received),
or the first business day following such delivery (if delivered other than on a business day during normal business hours where such
notice is to be received) or (ii) on the second business day following the date of mailing by express courier service or on the fifth
business day after deposited in the mail, in each case, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur.


The addresses
for such communications shall be:


If to
the Company:


Eco Innovation Group,
Inc.


Attn: Julia Otey-Raudes


16525 Sherman Way Suite
C-1


Van Nuys, CA 91406


Email: Julia.otey@ecoig.com


 






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If to
the Investor:


Coventry Enterprises,
LLC


Attention: Jack Bodenstein


80 Southwest 8th
Street, Suite 2000


Miami, FL 33130


Email: JackBodenstein@gmail.com


 


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


 


Clark Hill PLC


Attention: Randolf W.
Katz, Esq.


555 South Flower Street,
24 Floor


Los Angeles, California
90071


Email: Rkatz@clarkhill.com


 


Either
party hereto may from time to time change its address or email for notices under this Section 9.1 by giving at least ten (10) calendar
days’ prior written notice of such changed address to the other party hereto.


 


Section
8.2   INDEMNIFICATION. Each Party (an “Indemnifying
Party”) agrees to indemnify and hold harmless the other Party along with its officers, directors, employees, and authorized
agents, and each Person or entity, if any, who controls such party within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act (an “Indemnified Party”) from and against any Damages, joint or several, and any action in
respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation,
breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained
in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or
any post-effective amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement
of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the Company
files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading,
or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule
or regulation under the Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except to the extent
such Damages result primarily from the Indemnified Party’s failure to perform any covenant or agreement contained in this Agreement
or the Indemnified Party’s negligence, recklessness or bad faith in performing its obligations under this Agreement; provided,
however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only
to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made by
an Indemnifying Party in reliance upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified
Party expressly for use in the Registration Statement, any post-effective amendment thereof or supplement thereto, or any preliminary
prospectus or final prospectus (as amended or supplemented).






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Section
8.3   METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All
claims for indemnification by any Indemnified Party under Section 9.2 shall be asserted and resolved as follows:


		(a)	In the
                                            event any claim or demand in respect of which an Indemnified Party might seek indemnity under
                                            Section 9.2 is asserted against or sought to be collected from such Indemnified Party by
                                            a Person other than a party hereto or an affiliate thereof (a “Third-Party Claim”),
                                            the Indemnified Party shall deliver a written notification, enclosing a copy of all papers
                                            served, if any, and specifying the nature of and basis for such Third-Party Claim and for
                                            the Indemnified Party’s claim for indemnification that is being asserted under any
                                            provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not
                                            then reasonably ascertainable, the estimated amount, determined in good faith, of such Third-Party
                                            Claim (a “Claim Notice”) with reasonable promptness to the Indemnifying
                                            Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness
                                            after the Indemnified Party receives notice of such Third-Party Claim, the Indemnifying Party
                                            shall not be obligated to indemnify the Indemnified Party with respect to such Third-Party
                                            Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced
                                            by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified
                                            Party as soon as practicable within the period ending thirty (30) calendar days following
                                            receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined
                                            below) (the “Dispute Period”) whether the Indemnifying Party disputes
                                            its liability or the amount of its liability to the Indemnified Party under Section 9.2 and
                                            whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified
                                            Party against such Third-Party Claim.



(i)
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend
the Indemnified Party with respect to the Third-Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the
right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party,
such Third-Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying
Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified
Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the
payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2). The Indemnifying
Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however,
that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s
delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other
action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided, further,
that, if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide
reasonable cooperation to the Indemnifying Party in contesting any Third-Party Claim that the Indemnifying Party elects to contest. The
Indemnified Party may participate in, but not control, any defense or settlement of any Third-Party Claim controlled by the Indemnifying
Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and
expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense
or settlement of a Third-Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect to such
Third-Party Claim.


(ii)
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires
to defend the Third-Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously
and diligently or settle the Third-Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period,
then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third-Party Claim
by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith
or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which consent will not be unreasonably
withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof;
provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying
Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third-Party Claim which the Indemnified
Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified
Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified
Party with respect to such Third-Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided
in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense
pursuant to this clause (ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and
the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying
Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled
by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect
to such participation.






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(iii)
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability
to the Indemnified Party with respect to the Third-Party Claim under Section 9.2 or fails to notify the Indemnified Party within the
Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect
to such Third-Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying
Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying
Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified
Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that, if the dispute is
not resolved within thirty (30) calendar days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal
action as it deems appropriate.


		(b)	In the
                                            event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying
                                            Party that does not involve a Third-Party Claim, the Indemnified Party shall deliver a written
                                            notification of a claim for indemnity under Section 9.2 specifying the nature of and basis
                                            for such claim, together with the amount or, if not then reasonably ascertainable, the estimated
                                            amount, determined in good faith, of such claim (an “Indemnity Notice”)
                                            with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party
                                            to give the Indemnity Notice shall not impair such party’s rights hereunder except
                                            to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced
                                            thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute
                                            the claim or the amount of the claim described in such Indemnity Notice or fails to notify
                                            the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the
                                            claim or the amount of the claim described in such Indemnity Notice, the amount of Damages
                                            specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying
                                            Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to
                                            the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability
                                            or the amount of its liability with respect to such claim, the Indemnifying Party and the
                                            Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
                                            provided, however, that, if the dispute is not resolved within thirty (30) calendar days
                                            after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal
                                            action as it deems appropriate.



		(c)	The Indemnifying
                                            Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are
                                            due and payable, for any reasonable legal fees or other reasonable expenses incurred by them
                                            in connection with investigating or defending any such Claim.



		(d)	The indemnity
                                            provisions contained herein shall be in addition to (i) any cause of action or similar rights
                                            of the Indemnified Party against the Indemnifying Party or others, and (ii) any liabilities
                                            the Indemnifying Party may be subject to.







    	17 



    	 



    

ARTICLE
IX

MISCELLANEOUS


Section
9.1   GOVERNING LAW; JURISDICTION. This Agreement shall
be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the principles of conflicts of
law. Each of the Parties irrevocably agrees that any legal action or proceeding
arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined
in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of
Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any federal court within the State of Delaware),
and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect
to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement.
Each of the Parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware,
other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware
as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process
and the parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally
waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out
of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction
of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction
of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any
such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement,
or the subject matter hereof, may not be enforced in or by such courts.


Section
9.2   JURY TRIAL WAIVER. To the maximum extent permitted
by law, the Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim brought by either of the
Parties hereto against the other in respect of any matter arising out of or in connection with the Transaction Documents.


Section
9.3   ASSIGNMENT. The Transaction Documents shall be
binding upon and inure to the benefit of the Company and the Investor and their respective successors. Neither this Agreement nor any
rights of the Investor or the Company hereunder may be assigned by either party to any other Person.


Section
9.4   NO THIRD-PARTY BENEFICIARIES. This Agreement is
intended for the benefit of the Company and the Investor and their respective successors, and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person, except as set forth in Section 9.3.


Section
9.5   TERMINATION. The Company may terminate this Agreement
at any time by written notice to the Investor in the event of a material breach of this Agreement by the Investor. In addition, this
Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company sells
and the Investor purchases the Commitment Amount; (iii) the date on which the Registration Statement is no longer effective, so long
as such lack of effectiveness is not caused by a breach by the Company of its obligations hereunder, or (iv) the date that, pursuant
to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the
Company (if such involuntary proceedings are not dismissed within sixty (60) calendar days of such filing), a Custodian is appointed
for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors;
provided, however, that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and
the Investor set forth in Article X shall survive the termination of this Agreement.






    	18 



    	 



    

Section
9.6   ENTIRE AGREEMENT. The Transaction Documents, together
with the exhibits and schedules thereto, contain the entire understanding of the Company and the Investor with respect to the matters
covered herein and therein and supersede all prior agreements and understandings, oral or written, with respect to such matters, which
the Parties acknowledge have been merged into such documents, exhibits and schedules.


Section
9.7   FEES AND EXPENSES. Except as expressly set forth
in the Transaction Documents or any other writing to the contrary, each Party shall pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement except that the Investor will withhold from the first closing and directly pay placement agent
fees of 2% of the Investment Amount set forth in each Drawdown Notice to JH Darby & Co., Inc. The Company shall pay any Transfer
Agent fees (including any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes and
other taxes and duties levied in connection with the delivery of any Securities to the Investor.


Section
9.8   COUNTERPARTS. The Transaction Documents may be
executed in multiple counterparts, each of which may be executed by less than all of the Parties and shall be deemed to be an original
instrument which shall be enforceable against the Parties actually executing such counterparts and all of which together shall constitute
one and the same instrument. The Transaction Documents may be delivered to the other parties hereto by email of a copy of the Transaction
Documents bearing the signature of the parties so delivering this Agreement.


Section
9.9   SEVERABILITY. In the event that any provision
of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall
continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes
the economic benefit of this Agreement to any Party.


Section 9.10
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.


Section 9.11
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.


Section 9.12
EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of
its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company therefore agrees
that the Investor shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual
damages.


Section 9.13
TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are
not to be considered in construing or interpreting this Agreement.






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Section 9.14
AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the Parties from and after the date that
is one (1) Business Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately
preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by both Parties hereto
and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the Party against whom enforcement
of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.


Section 9.15
PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making
public statements with respect to the transactions contemplated hereby and no Party shall issue any such press release or otherwise make
any such public statement, other than as required by law, without the prior written consent of the other parties, which consent shall
not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which
such case the disclosing Party shall provide the other Party with prior notice of such public statement. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent
required by law. The Investor acknowledges that the Transaction Documents may be deemed to be “material contracts,”
as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as
exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees that the
status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.


[Signature
Page Follows]




    	20 



    	 



    


 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the day and year first above written.





	 	ECO INNOVATION
                         GROUP, INC.


 


By:


 


/s/ Julia Otey-Raudes


Name: Julia Otey-Raudes


Title: Chief Executive Officer

	 	 
	 	 
	 	COVENTRY ENTERPRISES, LLC

       


By:


 


 


/s/ Jack Bodenstein


Name: Jack Bodenstein


Title: Managing Member

	 	 



 





 


 


[Signature
Page to Common Stock Purchase Agreement]




    	21 



    	 



    


DISCLOSURE
SCHEDULES TO

EQUITY PURCHASE AGREEMENT


Schedule
4.3 – Capitalization


Schedule
4.4 – SEC Documents


Schedule
4.8 – Litigation


Schedule
4.9 – Registration Rights


 


 




    	 



    	 



    


EXHIBIT
A


FORM OF
DRAWDOWN NOTICE


TO: COVENTRY
ENTERPRISES, LLC


We refer
to the Common Stock Purchase Agreement, dated as of May [___], 2022, (the “Agreement”), entered into by and between
ECO INNOVATION GROUP, INC. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same
meaning when used herein.


We hereby:


1) Give you
notice that we require you to purchase __________ Drawdown Notice Shares; and


2) Certify that,
as of the date hereof, the conditions set forth in Section 7.2 of the Agreement are satisfied.


 


ECO INNOVATION
GROUP, INC.


By:
____________________________


 


Name:
Julia Otey-Raudes


Title:
Chief Executive Officer