Exhibit 10.28


 


YOU MUST CAREFULLY READ THIS SECURITY
PURCHASE AGREEMENT. IT IS A LEGALLY BINDING CONTRACT THAT IMPOSES OBLIGATIONS ON YOU. DO NOT SIGN THIS AGREEMENT IF YOU CANNOT MAKE THE
COVENANTS, REPRESENTATIONS, AND WARRANTIES HEREIN, AS THEY ARE LEGALLY BINDING ON YOU. ONLY SIGN THIS SECURITY PURCHASE AGREEMENT IF YOU
ARE FINANCIALLY SOPHISTICATED AND YOU BELIEVE THAT THIS INVESTMENT IS SUITABLE FOR YOU.


 


THE SECURITIES HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE
TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE
CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITY PURCHASE
AGREEMENT (this “Security Purchase Agreement” or this “Agreement”) made as of this day of February
22, 2021, by and between NYIAX, corporation (the “Company”), and the undersigned (the “Purchaser”)
(The Company and Purchaser being collectively referred to herein as the “Parties,” and each a “Party”).


 


RECITALS


 


WHEREAS,
the Company is in need of additional financing and wishes to issue for the purchase and sale, in a private placement transaction (the
“Offering”) pursuant to Rule 506(b) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), Offering of $10,000,000 US Dollars of Convertible Promissory Notes of the Company (the “Note(s)”)
with fifty (50%) percent Company warrant (the “Warrants”) coverage to the dollar value of the Note at a five ($5) dollar
per share strike price for the Warrants. (Collectively both the Note(s) and Warrant(s) referred to herein as “Securities”).
The Company has a right to exceed the Offering of up to an additional $2,000,000 US Dollars (the “Maximum Amount”);


 


WHEREAS, the Securities
are offered on the terms and conditions set forth in this Securities Purchase Agreement, the Form of the Note, the Form of the Warrant,
the Investor Questionnaire and the Instructions attached hereto (collectively, the “Offering Materials”); and


 


WHEREAS, the Purchaser
desires to purchase of the Securities;


 



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AGREEMENT


 


NOW, THEREFORE, for and
in consideration of the promises and the mutual covenants hereinafter set forth, the Parties hereto do hereby agree as follows:


 


1.
Security Purchase Procedure


 


1.1   Subject
to the terms and conditions hereinafter set forth, the Purchaser hereby irrevocably purchases from the Company, and the Company shall
sell and issue to the Purchaser, a Note with Warrants in an original principal amount equal to the “Accepted Security Purchase Amount”
set forth on the Purchaser’s signature page to this Agreement in accordance with Section 1.8 herein. Upon acceptance of this Agreement,
Purchaser specifically agrees to accept, adopt and be bound by each and every provision of this Agreement. The Note has an annual rate
of return of ten (10.0%) percent simple interest, which shall be paid as a Payment-in-Kind (“PIK”) in Company common stock
valued at five ($5) dollars per share at the Maturity Date of the Note March 30th 2022or upon conversion. The Form of the Note is attached
as Exhibit B. Additionally, the Company shall issue with the Note warrant coverage at a rate of fifty (50%) percent to the dollar
value of the Note at a five ($5) dollar per share as the strike price of the Warrants. For example, if the Note were for $100,000,
then the Holder would receive 10,000 warrants at a strike price of five ($5) dollars. The form of the Warrant is attached as
Exhibit C.


 


1.2   The
purchase period will terminate on the earlier of (a) the sale of the Maximum Offering; or (b) 11:50 PM Eastern Time on May 30th, 2021
unless such date is extended by the Company, in its sole discretion, for period or periods of up to a maximum of ninety (90) business
days, without notice to purchasers (such date and the offering period, being the “Offering Expiration Date” and the
“Offering Period,” respectively). 


 


1.3
In the event the Company undergoes any financing event or series of financing events on or before
the Maturity Date in an equity or debt financing in which cumulative gross proceeds equal or exceed five million dollars ($5,000,000)
(“Financing Event”) exclusive of this Offering, then the outstanding principal balance of the Note and all accrued
and unpaid interest (the “Conversion Amount”), shall be automatically converted into such Equity Securities
under the same terms and conditions as those Equity Securities purchased in the Financing Event. In no event shall the Company issue fractional
shares, all fractional shares shall be rounded up to the next whole share. The “Conversion Price” of Equity
Securities for the Borrower shall mean with respect to an automatic conversion in connection with the Financing Event, a price per share
equal to : (i) 80% of the price per share paid by the purchasers of such Equity Securities in such Financing Event; or (ii) If the Company
were to complete an Initial Public Offering (“IPO”) as its Financing Event then the Conversion Price of the Note and all accrued
interest from the PICK shall convert at a fifteen (15%) discount to the IPO offering price


 


1.4   The
Purchaser may exercise the Warrants from this Agreement at any time including on the Expiration Date of the Warrants (see Exhibit
C). The Expiration Date of the Warrants includes the five (5) year time period for exercise or at the Company’s IPO, whichever
occurs first. The Purchaser is required to exercise all unexpired Warrants at the Company’s IPO and where Purchaser’s failure
to exercise any unexpired Warrants at the Company’s IPO will lead to those unexercised Warrants to immediately expire and to become
null and void.


 


1.5   The
Offering is being made pursuant to the exemptions from the registration requirements under the Securities Act of 1933, as amended (the
“Securities Act”) afforded by Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. The Securities will
be offered and sold only to “Accredited Investors” as that term is defined in Rule 501(a) of Regulation D under the
Securities Act.


 






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1.6   The
Securities will be offered and sold on a “best efforts” basis as more particularly set forth in the Offering Materials.
Accordingly, no minimum number of the Securities need be purchased for the Company to close on the sale of any of the Securities offered.
The Company may hold one or more closings of sales of the Securities from time to time during the Offering Period (each, a “Closing”).


 


1.7   It
is understood and agreed that the Company reserves the sole right to withdraw, cancel or modify the Offering and the Company reserves
the right to accept or reject any purchase, including this purchase, in whole or in part, for any reason, in their complete discretion,
and that the same shall be deemed to be accepted by the Company only when this Agreement is signed by the Company. In the event this purchase
is rejected by the Company, this Offering is terminated prior to the Closing, all funds delivered with this purchase will be returned
to the Purchaser by the Company as soon as practicable, without interest thereon or deduction therefrom. Notwithstanding anything in this
Agreement to the contrary, the Company shall have no obligation to issue any of the Securities to any person who is a resident of, or
any entity that is incorporated or formed in, a jurisdiction in which the issuance of the Securities to such person or entity would constitute
a violation of the securities, “blue sky,” or other similar laws of such jurisdiction.


 


1.8   The
Note and Warrant bearing the name of the Purchaser will be delivered by the Company to the Purchaser within (15) fifteen business days
following the final Closing of the Offering. The Purchaser hereby authorizes and directs the Company to deliver the aforementioned documents
to be issued to such Purchaser pursuant to this Agreement to the residential or business address indicated in the Investor Questionnaire,
attached hereto Exhibit D.


 


1.9   Payment
for the Securities. The Accepted Security Purchase Amount for the Securities to be purchased by the Purchaser hereunder shall be paid
to the Company pursuant to the following instructions:


 


If by wire transfer: attached hereto Exhibit
E.


 


If by mail: see Exhibit E.


 


1.10   The
Agreement will be irrevocable by the Purchaser, and unless the Agreement is rejected, or the Offering is withdrawn, the Purchaser will
become an investor in this Offering.


 






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2.   Representations,
Warranties and Covenants of the Purchaser: The Purchaser hereby makes the following acknowledgments, representations, warranties and
agreements:


 


2.1   The
Purchaser recognizes that the purchase of the Securities involves a high degree of risk in that, among other things, (a) the Company will
need additional capital to operate its business but has no assurance of additional necessary capital; (b) an investment in the Company
is extremely speculative and only investors who can afford the loss of their entire investment should consider investing in the Company
and the Securities; (c) a Purchaser may not be able to liquidate his, her or its investment; (d) transferability of the Securities included
in the Offering is limited; (e) a Purchaser could sustain the loss of his, her or its entire investment; and (f) the Company is and will
be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company’s
business and operations, and risks related to the industries, markets and geographic regions in which the Company competes, as well as
risks associated with the Offering, all as more fully set forth herein, in the Offering Materials. The Purchaser represents and warrants
that he, she, or it has read and understood the Offering Materials, including, but not limited to, the “Risk Factors,”
are cited below and expressly assumes those risks.


 


		(a)	Risks Relating to Our Business, Growth Prospects and Operating Results



 


		●	At present, we have recently commenced operations, have not generated sufficient revenue, and do not have audited financial statements.
Consequently, we are not able to evaluate our business and prospects due to the lack of operating history. There can be no guarantee that
we shall ever be profitable. We may never become profitable, and, as a result, we could go out of business. Furthermore, we do not expect
positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates.
Additional capital may be required if further working capital is necessary because our operating costs increase beyond our expectations
or we encounter greater costs associated with general and administrative expenses or other costs.



 


		(b)	Legislation and regulation of digital businesses, including privacy and data protection regulations / restrictions, could create
unexpected costs, subject us to enforcement actions for compliance failures, or cause us to change our technology platform or business
model, which could have a material adverse effect on our business.



 


		●	Government regulation could increase the costs of doing business . U.S. and foreign governments have enacted or are considering legislation
related to media advertising and we expect to see an increase in legislation and regulation related to advertising digital. Such legislation
could affect the costs of doing business and could reduce the demand for our solution or otherwise harm our business, financial condition
and results of operations. For example, a wide variety of provincial, state, national and international laws and regulations apply to
the collection, use, retention, protection, disclosure, transfer and other processing of personal data. Our failure to comply with applicable
laws and regulations, or to protect personal data, could result in enforcement action against us, including fines, imprisonment of our
officers and public censure, claims for damages by consumers and other affected individuals, damage to our reputation and loss of goodwill,
any of which could have a material adverse impact on our business, financial condition and results of operations. Even the perception
of privacy concerns, whether or not valid, could harm our reputation and inhibit adoption of our solution by current and future advertisers
and advertising agencies.



 






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		(c)	Currently we are operating during a national pandemic of Covid-19, which could impact the Company’s business operations,
sales, and the advertising industry as a whole may be directly or indirectly impacted.



 


		●	Due to the national pandemic of Covid-19 advertising sales may be adversely impact, as well as the Company’s ability to operate,
to maintain business and to develop new business.



 


		(d)	If we are unable to hire due to pandemic (Covid-19) or retain employees due to the pandemic, our business may fail.



 


		●	Our success is dependent on sales and development people which can at any point become susceptible or their families to the pandemic
which could cause delays in development, meetings with clients, partnerships meetings and with business development or other unforeseen
problems related to travel, illness, or other situations which may occur. 



 


		(e)	We are currently minimally capitalized for growth. 



 


		●	Therefore, we expect to experience a lack of liquidity for the near future in our operations. We expect to adjust our expenses
as necessary to prevent cash flow or liquidity problems. However, we expect we may need additional financing during the next twenty-four
months, which we do not now possess, to fully develop and expand our operation . If we need additional capital, we will need to identify
alternate sources of capital for working capital purposes. To the extent that we experience a substantial lack of liquidity, our development
in accordance with our proposed plan may be delayed or indefinitely postponed, our operations could be impaired, we may never become profitable,
fail as an organization, and our investors could lose some or all of their investment.



 


		(f)	Fee pressure may result in a reduction in the fees we are able to charge on our platform, which could have a material adverse effect
on our business. 



 


		●	Fee pressure would be any pressure from publishers or advertisers to reduce the percentage that NYIAX would receive due to the
downturn of the value of instruments or specific instruments including mismatched pricing. Fee pressures also have to do with the cyclicality
of the advertising market, which is dependent upon the spend based on the particular time of the year.



 






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		(g)	Projecting the market’s acceptance of a new price or structure is imperfect and we may price too high or too low, both of
which may carry adverse consequences.



 


		●	If our estimates related to expenditures are inaccurate, our business may fail.



 


		(h)	Our success is dependent in part upon the accuracy of our management’s estimates of expenditures for the next twelve months and
beyond. If such estimates are inaccurate, or we encounter unforeseen expenses and delays, we may not be able to carry out our business
plan, which could result in the failure of our business.



 


		●	Our operating results may fluctuate significantly depending upon various factors, which could make our future operating results
difficult to predict and cause our operating results to fall below investors’ expectations.



 


		(i)	Our future operating results depend on market adoption by both advertisers and publishers which could take a longer period or changes
to the system which could delay revenue or recognition of revenue. If advertisers and publishers find it difficult to use the platform
it could delay or otherwise adversely affect revenue projections.



 


		●	Additionally, advertisers and publishers may extend payment from 90 days after delivery of such advertising to later time periods
which could lead to delayed recognition of revenue. 



 


		(j)	Our revenue and operating results will be highly dependent on the overall demand for advertising. Factors that affect the amount
of advertising spending, such as economic downturns, particularly in the fourth quarter of our fiscal year, will make it difficult to
predict our revenue and could adversely affect our business.



 


		●	Our business depends on the overall demand for advertising
and on the economic health of our current and prospective sellers and buyers. If advertisers reduce their overall advertising spending,
our revenue and results of operations are directly affected. Many advertisers devote a disproportionate amount of their advertising budgets
to the fourth quarter of the calendar year to coincide with increased holiday purchasing, and buyers may spend more in the fourth quarter
for budget reasons. As a result, any events that reduce the amount of advertising spending during the fourth quarter or reduce the amount
of inventory available to buyers during that period, could have a disproportionate adverse effect on our revenue and operating results
for that fiscal year. Economic downturns or instability in political or market conditions generally may cause current or new advertisers
to reduce their advertising budgets. Reductions in inventory due to loss of sellers would make our solution less robust and attractive
to buyers. Adverse economic conditions and general uncertainty about economic recovery are likely to affect our business prospects. Uncertainty
regarding economic conditions in the United States and other countries may cause general business conditions in the United States and
elsewhere to deteriorate or become volatile, which could cause buyers to delay, decrease or cancel purchases, exposing us to reduced
demand for our solution, and increased credit risk on buyer orders. Moreover, any changes in the favorable tax treatment of advertising
expenses and the deductibility thereof would likely cause a reduction in advertising demand.



 






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		(k)	Seasonal fluctuations in digital advertising activity, which may historically have been less apparent due to our historical revenue
growth, could adversely affect our cash flows and operating results.



 


		●	Our managed revenue, revenue, cash flow from operations, operating results and other key operating and financial measures may vary
from quarter to quarter due to the seasonal nature of advertiser spending. For example, many advertisers devote a disproportionate amount
of their advertising budgets to the fourth quarter of the calendar year to coincide with increased holiday purchasing. Moreover, advertising
inventory in the fourth quarter may be more expensive due to increased demand for advertising inventory.



 


		(l)	Our future success depends on our ability to retain our key employees. If we are unable to identify and retain qualified personnel,
our business and financial performance may suffer.



 


		●	As a new company with no operating history and resources, we may have difficulty in attracting and retaining the personnel required
by us. 



 


		(m)	We may be subject to litigation from time to time during the normal course of business, which may adversely affect our business,
financial condition, and results of operations. 



 


		●	From time to time in the normal course of business or otherwise, we may become subject to litigation that may result in liability
material to our financial statements as a whole or may negatively affect our operating results if changes to business operation are required.
The cost to defend such litigation may be significant and may require a diversion of our resources. There also may be adverse publicity
associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are
valid or whether we are ultimately found liable. As a result, litigation may adversely affect our business, financial condition, and results
of operations.



 






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		(n)	Risks Related to the Advertising Technology Industry, Market and Competition



 


		●	The digital advertising market is relatively new, dependent on growth in various digital advertising channels, and vulnerable to
adverse public perceptions and increased regulatory responses. If this market develops more slowly or differently than we expect, or if
issues encountered by other participants or the industry generally are imputed to or affect us, our business, growth prospects and financial
condition would be adversely affected. Our technology could become obsolete and increased competition could adversely affect our business.



 


		●	The digital advertising market is relatively new, and our solution may not achieve or sustain high levels of demand and market
acceptance. While display advertising has been used successfully for many years, marketing via new digital advertising channels, such
as mobile and social media and digital video advertising, is not as well established. The future growth of our business could be constrained
by the level of acceptance and expansion of emerging digital advertising channels, as well as the continued use and growth of existing
channels, such as digital display advertising, in which our capabilities are more established.



 


		●	Further, the digital advertising industry is complex, and evolving, and there are relatively few publicly traded companies operating
in the business. Consequently, the digital advertising industry may not be as widely followed or understood in the financial markets as
more mature industries. Problems experienced by one industry participant (even private companies) or issues affecting a part of the business
have the potential to have adverse effects on other participants in the industry or even the entire industry. Emerging understanding of
how the digital advertising industry operates has spurred privacy concerns and misgivings about exploitation of consumer information and
prompted regulatory responses that limit operational flexibility and impose compliance costs upon industry participants. As a general
matter the digital advertising business is relatively new and digital advertising companies, and their specific product and service offerings
are not well understood.



 


		●	Any expansion of the market for digital advertising solutions depends on several factors, including social and regulatory acceptance,
the growth of the digital advertising market, the growth of social, mobile, and video as advertising channels, and the actual or perceived
technological viability, quality, cost, performance, and value associated with emerging digital advertising solutions. If demand for digital
display advertising and adoption of automation does not continue to grow, or if digital advertising solutions or advertising automation
do not achieve widespread adoption, or there is a reduction in demand for digital advertising caused by weakening economic conditions,
decreases in corporate spending, quality, viewability, malware issues or other issues associated with buyers, advertising channels or
inventory, negative perceptions of digital advertising, additional regulatory requirements, or other factors, or if we fail to develop
or acquire capabilities to meet the evolving business and regulatory requirements and needs of buyers and sellers of multi-channel advertising,
our competitive position will be weakened and our revenue and results of operations could be harmed.



 






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		●	We operate in an intensely competitive market that includes companies that have greater financial, technical, and marketing resources
than we do.



 


		●	There are other competitors which have vast access to resources and could have the ability to replicate a similar business model
in time or with a competing financial exchange. Any competitive advantage is based on timing of the launch and our access to capital now
and going forward.



 


		●	Technology breaches or failures, including those resulting from a malicious cyber-attack on us or our business partners and service
providers, could disrupt or otherwise negatively impact our business.



 


		●	We believe that we have established and implemented appropriate security measures, controls, and procedures to safeguard our information
technology systems and to prevent unauthorized access to such systems and any data processed or stored in such systems and procedures.
Our business continuity plan is routinely tested and evaluated for adequacy. Despite these safeguards, disruptions to and breaches of
our information technology systems are possible and may negatively impact our business. We have not secured insurance coverage designed
to specifically protect us from an economic loss resulting from such events.



 


		●	Our future success is dependent on Internet technology developments and our ability to adapt to these and other technological changes
and to meet evolving industry standards.



 






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		●	Our ability to operate our business is dependent on the development and maintenance of Internet technology as well as our ability
to adapt our solutions to changes in Internet technology.



 


		●	We may encounter difficulties responding to these and other technological changes that could delay our introduction of products
and services. Software industries are characterized by rapid technological change and obsolescence, frequent product introduction, and
evolving industry standards. Our future success will, to a significant extent, depend on our ability to enhance our existing products,
develop, and introduce new products, satisfy an expanded range of customer needs, and achieve market acceptance. We may not have sufficient
resources to make the necessary investments to develop and implement the technological advances required to maintain our competitive position.



 


		(o)	Risks Related to the Offering and Our Securities



 


		●	The offering price of the Notes and the exercise price of the Warrants have been arbitrarily determined.



 


		●	The price of the Note and the exercise price of the Warrants being offered have been determined by does not bear a relationship
to our assets, book value or other recognized criteria of value and should not be regarded as an objective valuation or an indication
of any future resale value of the Notes, Warrants or Warrant Shares.



 


		●	The offering price of the Note in this Offering may be subject to adjustment based on the prices of our future offerings, which
may further trigger the anti-dilution protections to which the investors of our prior offerings are entitled. 



 


		●	We are relying upon certain exemptions from the registration requirements of the Securities Act, which if unavailable, could have
a material adverse effect on our business and results of operations.



 


		●	The Offering is being made in reliance upon the “private placement” exemption from registration specified by Section
4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, and the exemptions from registration provided by
the laws of certain states in which the Offering is conducted. Reliance on these exemptions does not, however, constitute a representation
or guarantee that such exemptions are, indeed, available. If for any reason the Offering is deemed not to qualify as exempt under Regulation
D, and if no other exemption from registration or qualification is available, and the Offering is not registered or qualified with the
applicable federal or state authorities, the offer and sale of Units would be deemed to have been made in violation of the applicable
laws requiring such registration or qualification. As a remedy, in the event of such violation, each investor purchasing the Note in the
Offering would have the right to rescind his or her purchase of securities and to have his, her or its purchase price returned. If an
investor requests a return of his, her or its purchase price, funds might not be available for that purpose. In that event, liquidation
of our company might be required. Any refunds made would reduce funds available for our operations. A significant number of requests for
rescission would probably leave us without funds sufficient to respond to such requests or successfully to proceed with our activities.



 






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		(p)	You may be liable for damages if you breach the Subscription Agreement.



 


		●	The Subscription Agreement in this Offering requires the investors to represent, among other things, that they meet certain suitability
requirements and understand the risks associated with an investment in the Units and an investment in our Company, and that they can afford
to lose all of the money they invest in us. Anyone who later makes a claim against us that is inconsistent with the representations in
the Subscription Agreement will be in breach of the Subscription Agreement and will be liable for any damages we, our affiliates and agents
suffer as a result of such breach, including the cost of a successful defense against a lawsuit of the kind discussed above. Accordingly,
investors should take the representations in the Subscription Agreement seriously and not invest in us if they are not comfortable with
the investment in us or will suffer financially or emotionally if they lose their investment.



 


		(q)	The Note, the Warrants and the Warrant Shares offered hereunder are subject to limitation on sale and transfer.



 


		●	The Notes offered in the Memorandum are being offered and sold pursuant to one or more exemptions from the registration requirement
of the Securities Act and without qualification or registration under the securities laws of various states. Consequently, the Warrants
and the Warrant Shares offered hereby may not be sold, transferred, or hypothecated without registration under the Securities Act, and
applicable state laws or without an exemption from such registration or qualification. The Shares will bear a legend restricting their
transfer accordingly and may bear certain legends required by state law where required.



 


		●	An investment in the Note requires a long-term commitment, with no certainty of return. Because we are not a public, SEC reporting
company, there will be no liquid market for the Warrants and the Warrant Shares in the foreseeable future. The lack of an active market
impairs the ability of purchasers in this Offering to sell their Notes, Warrants or Warrant Shares at the time they wish to sell them,
at a price that they consider reasonable or at all. The lack of an active market may also reduce the fair market value of such Securities.




 






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		(r)	Our officers have broad discretion in the use of proceeds.



 


		●	The executive officers of the Company will have broad discretion in allocating the net proceeds of the Offering, which creates
uncertainty for shareholders and could adversely affect the Company’s business, prospects, financial condition, and results of operations.



 


		●	There is potential future dilution to our current shareholders’ ownership in the Company.



 


		(s)	If our estimates related to expenditures are inaccurate, our business may fail.



 


		●	Our success is dependent in part upon the accuracy of our management’s estimates of expenditures for the next twelve months and beyond.
If such estimates are inaccurate, or we encounter unforeseen expenses and delays, we may not be able to carry out our business plan, which
could result in the failure of our business.



 


		(t)	Our operating results may fluctuate significantly depending upon various factors, which could make our future operating results
difficult to predict and cause our operating results to fall below investors’ expectations.



 


		●	Our future operating results depend on market adoption by both advertisers and publishers which could take a longer period or changes
to the system which could delay revenue or recognition of revenue. If advertisers and publishers find it difficult to use the platform
it could delay or otherwise adversely affect revenue projections.



 


		(u)	Our revenue and operating results will be highly dependent on the overall demand for advertising. Factors that affect the amount
of advertising spending, such as economic downturns, which will make it difficult to predict our revenue and could adversely affect our
business.



 


		●	Our business depends on the overall demand for advertising and on the economic health of our current and prospective sellers and buyers.
If advertisers reduce their overall advertising spending, our revenue and results of operations are directly affected. Economic downturns
or instability in political or market conditions generally may cause current or new advertisers to reduce their advertising budgets. Reductions
in inventory due to loss of sellers would make our solution less robust and attractive to buyers.



 






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2.2   The
Purchaser represents that he, she or it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation
D promulgated under the Securities Act, as indicated by his, her or its responses to the Investor Questionnaire, and that he, she or it
is able to bear the economic risk of an investment in the Securities. The Purchaser must complete the applicable Investor Questionnaire
to enable the Company to assess the Purchaser’s eligibility for the Offering. The Purchaser acknowledges and agrees that the is
relying on the information contained in the Investor Questionnaire, and hereby represents and warrants that the information contained
in the Investor Questionnaire is true and accurate. The Parties hereby agree that this representation and warranty is an essential and
material term of this Agreement and without such representation and warranty the Agreement would not have been accepted.


 


2.3   The
Purchaser acknowledges that he, she or it has prior investment experience, including without limitation, investment in non-listed and
non-registered securities, or he, she or it has employed the services of an investment advisor, attorney or accountant to read all of
the documents furnished or made available by the Company both to him, her, or it, and to all other prospective investors in the Securities
in order to evaluate the merits and risks of such an investment on his, her or its behalf, and that he, she or it recognizes the highly
speculative nature of this investment.


 


2.4   The
Purchaser believes that the investment in the Securities is suitable for him, her, or it based upon its risk tolerance, investment objectives,
and financial needs, and he, she, or it has adequate means for providing for his, her, or its current financial needs and contingencies
and has no need for liquidity with respect to his, her, or its investment in the Company. The purchase is consistent, in both nature and
amount, with Purchaser’s overall investment program and financial condition.


 


2.5   The
Purchaser represents that he, she, or it is sophisticated and has such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of an investment in the Securities and has obtained, in his, her, or its judgment, sufficient
information from the Company to evaluate the merits and risks of an investment in the Company.


 


2.6   The
Purchaser acknowledges receipt and careful reading of the Offering Materials, including this Agreement, and the attachments hereto and
thereto and hereby represents that he, she or it has read and understood the Offering Materials and has been furnished or given access
by the Company during the course of this Offering with or to all publicly available information regarding the Company, which could be
reasonably provided have been made available for his, her or its inspection and review; that he, she or it has been afforded the opportunity
to ask questions of and receive answers from duly authorized representatives of the Company concerning the terms and conditions of the
Offering, and any additional publicly available information which he, she or it had requested.


 






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2.7   The
Purchaser acknowledges that this Offering of Securities may involve tax or legal consequences, and that the contents of the Offering Documents
do not contain tax or legal advice or information. The Purchaser acknowledges that he, she or it must retain his, her or its own professional
advisors to evaluate the tax, legal, and other consequences of an investment in the Securities.


 


2.8   The
Purchaser acknowledges that this Offering of Securities has not been reviewed or approved by the Securities and Exchange Commission (the
“SEC”) because the Offering is intended to be a non-public offering pursuant to Section 4(a)(2) of the Securities Act
and Rule 506(b) of Regulation D thereunder. The Purchaser represents that the Purchaser is acquiring the Securities for his, her or its
own beneficial account, for investment purposes and not with a view to, or for resale in connection with, any distribution of the Securities
to others. The Purchaser agrees that he, she or it will not sell or otherwise transfer the Securities or any of the underlying Shares
(as defined herein) unless they are registered under the Securities Act or unless an exemption from such registration is available and,
upon the Company’s request, the Company receives an opinion of counsel reasonably satisfactory to the Company confirming that an
exemption from such registration is available for such sale or transfer.


 


2.9   The
Purchaser understands that the Securities have not been registered under the Securities Act by reason of a claimed exemption under the
provisions of the Securities Act which depends, in part, upon his, her or its investment intention. The Purchaser realizes that, in the
view of the SEC, a purchase now with the intention to distribute would represent a purchase with an intention inconsistent with his, her
or its representation to the Company, and the SEC might regard such a distribution as a deferred sale to which such exemption is not available.


 


2.10   Restrictions
on Transfer or Sale of the Securities. (i) The Purchaser understands that the Securities are “restricted securities” under
applicable federal securities laws and that the Securities Act and the rules of the SEC provide in substance that the Purchaser may dispose
of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom. The Purchaser
understands that the Company has no obligation or intention to register any of the Securities or to act to permit sales pursuant to the
Securities Act (including Rule 144 thereunder). The Purchaser understands that Rule 144 (“Rule 144”) promulgated under
the Securities Act requires, among other conditions, a six (6) month to holding period prior to the resale (in limited amounts) of securities
acquired in a non-public offering, such as the Offering, without having to satisfy the registration requirements under the Securities
Act. The Purchaser understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting
requirements under the Securities Exchange Act of 1934, or its dissemination to the public of any current financial or other information
concerning the Company, as is required by Rule 144 as one of the conditions of its availability. The Purchaser consents that the Company
may, if it desires, permit the transfer of the Securities out of his, her or its name only when his, her or its request for transfer is
accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in
a violation of the Securities Act, any applicable state “blue sky” laws or any applicable securities laws of any other
country, province or jurisdiction (collectively, the “Securities Laws”). Accordingly, the Purchaser understands that
under the SEC’s rules, the Purchaser may dispose of the Securities primarily only in “private placements” that are exempt
from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to
the same limitations as in the hands of the Purchaser. Consequently, the Purchaser understands that the Purchaser must bear the economic
risk of the investment in the Securities for an indefinite period of time. 


 






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(ii) The Purchaser agrees: (A) that the
Purchaser will not sell, assign, pledge, give, transfer, or otherwise dispose of the Securities or any interest therein, or make any offer
or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable
Securities Laws, or in a transaction that is exempt from the registration provisions of the Securities Act and all applicable Securities
Laws; (B) that the Securities will bear the legend referenced in Section 2.11 herein making reference to the foregoing restrictions; and
(C) that the Company and its affiliates shall not be required to give effect to any purported transfer of the Securities except upon compliance
with the foregoing restrictions.


 


(iii) The Purchaser acknowledges that
neither the Company nor any other person or entity offered to sell the Securities to the Purchaser by means of any form of general solicitation
or advertising, including, but not limited to: (A) any advertisement, article, notice, or other communication published in any newspaper,
magazine, or similar media or broadcast over television or radio; or (B) any seminar or meeting whose attendees were invited by any general
solicitation or general advertising


 


(iv) The Purchaser (A) is not, and for
so long as the Purchaser holds the Securities will not, be (I) an employee benefit plan or other plan subject to Section 406 of the U.S.
Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), or any entity or other person whose assets constitute (or are deemed
for purposes of ERISA or the Code to constitute) the assets of any such plan or (II) another employee benefit plan subject to U.S. federal,
state or local laws, or non U.S. laws, which are substantially similar to Section 406 of ERISA or Section 4975 of the Code unless the
Purchaser’s purchase and holding of the Securities would not violate such substantially similar laws; or (B) is not, and for so
long as the Purchaser holds the Securities will not, be subject to ERISA and, with respect to the Purchaser’s purchase and holding
of the Securities, is eligible for coverage under one or more statutory or administrative exemptions from the prohibited transaction rules
of ERISA and the Internal Revenue Code.


 


(v) Either (A) the Purchaser is not and,
for so long as the Purchaser holds the Securities, will not be, an employee benefit plan or other plan subject to Section 406 of ERISA
or Section 4975 of the Code, another employee benefit plan subject to U.S. federal, state or local laws, or non-U.S. laws, which are substantially
similar to Section 406 of ERISA or Section 4975 of the Code, or any entity or other person whose assets constitute (or are deemed for
purposes of ERISA or the Code to constitute) the assets of any such plan; or (B) the Purchaser’s purchase and holding of the Securities
will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or a non-exempt
violation of any such substantially similar laws.


 






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2.11   Legend.
The Purchaser acknowledges and consents that the Note(s) and the Warrants sold pursuant to this Agreement will be imprinted with one or
more legends in substantially the following form:


 


THIS SECURITY PURCHASE AGREEMENT AND
THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


2.12   The
Purchaser understands that the Company will review this Agreement and the Investor Questionnaire and, if the Purchaser is a natural person,
the Company is hereby given authority by the Purchaser to call his, her, or its bank or place of employment. The Purchaser agrees that
the Company reserves the unrestricted right to reject or limit any purchase and the Company reserves the unrestricted right to close the
offer at any time.


 


2.13   The
Purchaser hereby represents that the address of Purchaser furnished by him, her, or it at the end of this Security Purchase Agreement
and in the Investor, Questionnaire is the Purchaser’s principal residence if he, she or it is an individual or its principal business
address if it is a corporation or other entity.


 


2.14   Purchaser
acknowledges that if the Purchaser is an Associated Person of a Financial Industry Regulatory Authority, Inc. (“FINRA”)
member firm, he, she or it must give such firm the notice required by the FINRA Conduct Rules, or any applicable successor rules of the
FINRA, receipt of which must be acknowledged by such firm on the signature page hereof. The Purchaser shall also notify the Company if
the Purchaser or any affiliate of Purchaser is a registered broker-dealer with the SEC, in which case the Purchaser represents that the
Purchaser is purchasing the Securities in the ordinary course of business and, at the time of purchase of the Securities, has no agreements
or understandings, directly or indirectly, with any person to distribute the Securities or any portion thereof.


 


2.15   Non-Reliance.
The Purchaser represents that it is not relying on (and will not at any time rely on) any communication (written or oral) of the Company,
as investment advice or as a recommendation to purchase the Securities, it being understood that information and explanations related
to the terms and conditions of the Securities provided in the Offering Documents or otherwise by the Company or any of its officers, directors,
shareholders, or affiliates shall not be considered investment or tax advice or a recommendation to purchase the Securities, and neither
the Company nor any of its officers, directors, shareholders, or affiliates is acting or has acted as an advisor to the Purchaser in deciding
to invest in the Securities. The Purchaser acknowledges that neither the Company nor any of its officers, directors, shareholders, or
affiliates has made any representation regarding the proper characterization of the Securities for purposes of determining the Purchaser’s
authority to invest in the Securities. 


 






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The Purchaser confirms
that neither the Company , nor its respective officers, directors, shareholders, agents, employees or affiliates has (A) given any guarantee
or representation as to the potential success, return, effect, or benefit (either legal, regulatory, tax, financial, accounting or otherwise)
of an investment in the Securities; or (B) made any representation to the Purchaser regarding the legality of an investment in the Securities
under applicable legal investment or similar laws or regulations. In deciding to purchase the Securities, the Purchaser is not relying
on the advice or recommendations of the Company or any officer, director, shareholder, or affiliate of the Company, and the Purchaser
has made its own independent decision that the investment in the Securities is suitable and appropriate for the Purchaser.


 


The Purchaser agrees
that he, she, or it will purchase the Securities only if his, her or its intent at such time is to make such purchase for investment purposes
and not with a view toward resale. The Purchaser has no contract, undertaking, agreement or arrangement to sell or otherwise transfer
or dispose of the Securities or any portion thereof or interest therein.


 


2.16   The
Purchaser understands that no public market now exists for the Securities, and that the Company has made no assurances that a public market
will ever exist for the Securities.


 





2.17   If
the undersigned Purchaser is a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity further
represents and warrants that: (s) it was not formed for the purpose of investing in the Company; (b) it is authorized and otherwise duly
qualified to purchase and hold the Securities; and (c) that this Agreement has been duly and validly authorized, executed and delivered
and constitutes the legal, binding and enforceable obligation of the Purchaser.


 


2.18   If
the Purchaser is not a United States person, such Purchaser hereby represents that it has satisfied itself as to the full observance of
the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including
(a) the legal requirements within its jurisdiction for the purchase of the Securities; (b) any foreign exchange restrictions applicable
to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences,
if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. The Purchaser’s purchase
and payment for, and his, her or its continued beneficial ownership of the Securities will not violate any applicable securities or other
laws of the Purchaser’s jurisdiction.


 


2.19   The
Purchaser understands and acknowledges that (a) the Securities are being offered and sold to Purchaser without registration under the
Securities Act in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(a)(2) of the
Act and Regulation D thereunder; and (b) the availability of such exemption depends in part on, and that the Company will rely upon the
accuracy and truthfulness of, the foregoing representations, and such Purchaser hereby consents to such reliance.


 


2.20   The
Purchaser understands and acknowledges that he, she or it will at all times be in compliance with any and all state and federal securities
and other laws, statutes and regulations regarding his, her or its ownership and/or any sale, transfer or hypothecation of the Securities.


 






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		2.21	Special “Big Boy” Risk Disclosures.



 


		(a)	The Purchaser understands and agrees that an investment in the Securities involves special risks, and the Purchaser understands those
risks (including without limitation the risks set forth in the Offering Documents) and the Purchaser is expressly assuming such risks.



 


		(b)	The Purchaser acknowledges and is aware that the Securities are extremely speculative investments which involve a high degree of risk
of loss by Purchaser of his, her or its entire investment in the Company.



 


		(c)	The Purchaser agrees and acknowledges that it is the Purchaser’s sole responsibility to conduct a “due diligence”
investigation of the Company and the financial prospects of the Company.



 


2.22   PURCHASER
UNDERSTANDS THAT, THE OFFERING DOCUMENTS CONTAIN CONFIDENTIAL INFORMATION CONCERNING THE COMPANY AND HAVE BEEN PREPARED SOLELY FOR USE
IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN. ANY USE OF THIS INFORMATION FOR ANY PURPOSE OTHER THAN IN CONNECTION WITH THE CONSIDERATION
OF AN INVESTMENT IN THE SECURITIES OF THE COMPANY THROUGH THE OFFERING DESCRIBED HEREIN MAY SUBJECT THE USER TO CIVIL AND/OR CRIMINAL
LIABILITY. THE PURCHASER AGREES (A) NOT TO DISTRIBUTE OR REPRODUCE THE OFFERING DOCUMENTS WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY;AND
(B) TO KEEP CONFIDENTIAL THE EXISTENCE OF THE OFFERING DOCUMENTS AND THE INFORMATION CONTAINED HEREIN OR MADE AVAILABLE IN CONNECTION
WITH ANY FURTHER INVESTIGATION OF THE COMPANY.


 


2.23   The
Purchaser has the full right, power, and requisite authority (and, in the case of an individual, the capacity) to purchase the Securities,
to execute and deliver this Agreement, make the representations and warranties herein, and perform all of the obligations required to
be performed by the Purchaser hereunder, and such purchase will not contravene any law, rule, or regulation binding on the Purchaser or
any investment guideline or restriction applicable to the Purchaser. All representations and warranties of the Purchaser herein regarding
the Securities apply equally to the shares of Common Stock or Preferred Stock of the Company (the “Shares”) issuable
upon conversion of the Securities.


 


2.24 If
the Purchaser is an individual, the Purchaser (A) is not acquiring the Securities as a nominee or agent or otherwise for any other person;
(B) is at least 21 years of age; (C) has adequate means of providing for the Purchaser’s current needs and personal contingencies;
(D) has no need for liquidity in the Purchaser’s investment in the Security; (E) maintains the Purchaser’s principal residence
at the address set forth on signature page hereto; (F) confirms that all investments in and commitments to non-liquid investments
are, and after the purchase of the Securities will be, reasonable in relation to the Purchaser’s net worth and current needs; and
(G) confirms that any financial information that is provided prior to, contemporaneous with, or after the execution and delivery of this
Agreement and the Purchaser’s investment in the Securities accurately reflects the Purchaser’s financial condition.


 


2.25   No
approval, authorization, consent, order of other action of, or filing with, any person, firm or corporation or any court, administrative
agency or other governmental authority is required in connection with the execution and delivery of this Agreement by the Purchaser or
the consummation of the sale and purchase of the Securities.


 






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2.26   The
Purchaser hereby acknowledges and is aware that the Purchaser is not entitled to cancel, terminate, or revoke this Security Purchase,
and any agreements made in connection herewith survive any death or disability of a Purchaser who is a natural person.


 


2.27   The
Purchaser understands that, unless the Purchaser notifies the Company in writing to the contrary at or before the Closing, each of the
Purchaser’s representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of
the Closing.


 


2.28   The
Purchaser acknowledges that the Company has the right in its sole and absolute discretion to abandon this Offering at any time prior to
its completion. This Agreement shall thereafter have no force or effect and the Company shall return the previously paid Purchase Amount
for the Securities, without interest thereon, to the Purchaser.


 


2.29   The
Purchaser understands that no federal or state agency has passed upon the merits or risks of an investment in the Securities or made any
finding or determination concerning the fairness or advisability of an investment in the Securities.


 


2.30   The
Purchaser understands and acknowledges that the Purchaser should seek its own legal and financial advisors for advice and due diligence
with respect to an investment in the Company, including with respect to a review of the Offering Materials.


 


2.31   Reliance
by the Company. Purchaser understands and acknowledges that the Company will rely upon the representations, warranties, agreements
and understandings made herein in making its decision whether to accept Purchaser’s Purchase, and that the foregoing representations,
warranties, agreements and understandings shall survive any acceptance or rejection of a Purchase for the Securities.


 


3.
Representations by the Company


 


The Company represents and warrants as follows:


 


3.1 Organization
and Authority. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this
Agreement and the Offering Materials being executed and delivered by it in connection herewith, and to consummate the transactions contemplated
hereby and thereby.


 


3.2 Authorization.
The Offering Materials have been duly and validly authorized by the Company. This Agreement, assuming due execution and delivery by the
Purchaser, when the Agreement is executed and delivered by the Company, will be, a valid and binding obligation of the Company, enforceable
in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and general principles of
equity, regardless of whether enforcement is considered in a proceeding in equity or at law.


 






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3.3 Non-Contravention.
The execution and delivery of the Offering Materials by the Company, the issuance of the Securities as contemplated by the Offering Materials
and the completion by the Company of the other transactions contemplated by the Offering Materials do not and will not, with or without
the giving of notice or the lapse of time, or both, (a) result in any violation of any provision of the articles of incorporation or bylaws
or similar instruments of the Company; (b) conflict with or result in a breach by the Company of any of the terms or provisions of, or
constitute a default under, or result in the modification of, or result in the creation or imposition of any lien, security interest,
charge or encumbrance upon any of the properties or assets of the Company , pursuant to any agreements, instruments or documents or any
indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which
Company or any of its subsidiaries or any of its properties or assets are bound or affected, in any such case which would have a material
adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company,
taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its obligations under, the Offering Materials;
(c) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of any court, United States
federal or state regulatory body, administrative agency or other governmental body having jurisdiction over the Company or any of its
subsidiaries or any of its respective properties or assets that would have a material adverse effect on the business, properties, operations,
condition (financial or other), results of operations or prospects of the Company and its subsidiaries, taken as a whole, or the validity
or enforceability of, or the ability of the Company to perform its obligations under, the Offering Materials; or (d) have any material
adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company to own or
lease and operate any of its properties and to conduct any of its business or the ability of the Company or its subsidiaries to make use
thereof.


 


3.4 Absence
of Certain Proceedings. The Company is not currently aware of any action, suit, proceeding, inquiry or investigation before or by
any court, public board or body, or governmental agency pending or threatened against or affecting the Company or any of its subsidiaries,
in any such case wherein an unfavorable decision, ruling or finding could adversely affect the validity or enforceability of, or the authority
or ability of the Company to perform its obligations under, the Offering Materials.


 


4.
INTENTIONALLY OMITTED.


5.
Miscellaneous


 





5.1 Any
notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return
receipt requested, postage prepaid, addressed to the Company, at Attention: Interim Chief Executive Officer, and to the Purchaser at his,
her, or its address indicated on the signature page of this Agreement. Notices shall be deemed to have been given three (3) business days
after the date of mailing, except notices of change of address, which shall be deemed to have been given when received.


 


5.2 Indemnity
by the Purchaser. The Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company, and its respective officers,
directors, agents, counsel, advisors, affiliates, representatives, members, managers, control persons, and shareholders, as applicable,
against any and all claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees and expenses) of any
nature, incurred by or imposed upon the indemnified party or any such person due to, which results from, arises out of or is based upon
(a) any breach of any representation or warranty by the indemnifying party in this Agreement; (b) any breach or default in performance
by the indemnifying party of any covenant or undertaking to be performed by the indemnifying party; (c) any misrepresentation made by
him contained in this Agreement or in the Investor Questionnaire; or (c) any sale or distribution by the Purchaser in violation of any
Securities Laws.


 






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5.3 Amendment.
Neither this Agreement nor any provisions, transaction, documents or instruments which are material or that are to the benefit of the
Purchaser hereof may be amended, changed, discharged, or terminated except by a written instrument signed by the Purchaser and the Company.


 


5.4 Binding
Agreement; Entire Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and to their respective
heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the Parties
as to the subject matter hereof and merges and supersedes all prior written and oral discussions, agreements and understandings of any
and every nature among them.


 


5.5 Governing
Law; Dispute Resolution; Waiver of Jury Trial. This Security Purchase Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without reference to principles of conflict of laws. The Parties irrevocably submit to the jurisdiction
of any state or federal court sitting in or for the United States District Court for the Southern District of New York or any New York
State court sitting in New York County, New York with respect to any dispute arising out of or relating to the Securities, and each party
irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The parties
hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any
dispute arising out of or relating to the Securities or the transactions contemplated hereby brought in such court or any defense of inconvenient
forum for the maintenance of such dispute or proceeding. Each party agrees that a judgment in any such dispute may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTER CLAIM BROUGHT OR ASSERTED BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING
OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.


 


5.6 Counterparts.
This Agreement may be executed in any number of counterparts. It shall not be binding upon the Company unless and until it is accepted
by the Company. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall become a binding obligation of
the Purchaser with respect to the purchase of the Securities as herein provided; subject, however, to the right hereby reserved to the
Company to enter into the same agreements with other purchasers and to add and/or to delete other persons as purchasers. This Agreement
may be executed and delivered by facsimile, by email with scanned copies. by Docusign or any other mutually agreed upon method of delivery
between the Parties.


 


5.7 Severability.
The invalidity, illegality or unenforceability of any provision or provisions of this Agreement will not affect any other provision of
this Agreement, which will remain in full force and effect, nor will the invalidity, illegality or unenforceability of a portion of any
provisions of this Agreement affect the balance of such provision. In the event that any one or more of the provisions contained in this
Agreement or any portion thereof shall for any reason be held to be invalid, illegal or unenforceable in any respect, this Agreement shall
be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.


 






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5.8 Further
Cooperation. The Parties agree to execute and deliver all such further documents, agreements and instruments and take such other and
further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.


5.9 No
Disclosure. The Company agrees not to disclose the names, addresses or any other information about the Purchasers, except as required
by law, provided that the Company may provide information relating to the Purchaser as required in any registration statement under the
Securities Act that may be filed by the Company pursuant to the requirements of this Agreement.


 


5.10 Assignment. Purchaser
agrees not to transfer or assign this Agreement, or any of Purchaser’s right, remedy, obligation, interest or liability arising
herein without the prior written consent of the Company. 


 


5.11 Survival. All
representations, warranties, and covenants contained in this Agreement shall survive: (a) the acceptance of the Security Purchase by the
Company and the Closing; (b) changes in the transactions, documents, and instruments described in the Offering Documents that are not
material or that are to the benefit of the Purchaser; and (c) the death or disability of the Purchaser.


 


5.12 Notification
of Changes. The Purchaser shall notify the Company upon occurrence of any event prior to the Closing of the purchase of the Security
pursuant to this Agreement that would cause any representation, warranty, or covenant of the Purchaser contained in this Agreement to
be false or incorrect. 


 


5.13 Obligations
Irrevocable. The obligations of the Purchaser hereunder shall be irrevocable.


 


5.14 Section
Headings. The section and other headings contained in this Agreement are for convenience of reference purposes only and shall not
affect the meaning or interpretation of this Agreement.


 


5.15 No
Joint Obligation. The obligation of the Purchaser hereunder is several and not joint with the obligations of any other purchasers
for the purchase of the Securities in the Offering (the “Other Purchasers”), and the Purchaser shall not be responsible
in any way for the performance of the obligations of any Other Purchasers. Nothing contained herein or in any other agreement or document
delivered at the Closing, and no action taken by the Purchaser pursuant hereto, shall be deemed to constitute the Purchaser and the Other
Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchaser and
the Other Purchasers are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement.
The Purchaser shall be entitled to protect and enforce the Purchaser’s rights, including without limitation the rights arising out
of this Agreement, and it shall not be necessary for any Other Purchaser to be joined as an additional party in any proceeding for such
purpose. 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. 


 


[SIGNATURE PAGE FOLLOWS]





 






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ALL PURCHASERS MUST COMPLETE THIS PAGE


 


IN WITNESS WHEREOF,
the Purchaser has executed this Agreement on the_______day of________  , 2021.


 


	 	=
    	
	Purchaser Name	 	Accepted Security Purchase Amount


 


Exact Name in Which Title is to be Held


 


 


	Name (Please Print)	 	Name of Additional Purchaser

                                                           

	 	 	 
	Residence: Number and Street	 	Address of Additional Purchaser

         

	 	 	 
	City, State and Zip Code	 	City, State and Zip Code

         

	 	 	 
	Social Security Number	 	Social Security Number

         

	 	 	 
	Telephone Number	 	Telephone Number

         

	 	 	 
	Fax Number (if available)	 	Fax Number (if available)

         

	 	 	 
	E-Mail (if available)	 	E-Mail (if available)

         

	 	 	 
	(Signature)	 	(Signature of Additional Purchaser)


 




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ACCEPTED this_______ day of________ 2021, on behalf of
the Company.


 


	 	By:   	 
	 	Name: 	 
	 	Title:	 


 


 






 



    	24 | P a g e	N e w  I n v e s t o r s