SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of February 18, 2019, between Sylios Corp., a
Florida corporation and its predecessors (the “Company”), and each purchaser identified on Schedule I and in
accordance with the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser”
and collectively, the “Purchasers”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder, the Company desires to issue and
sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the
Company as more fully described in this Agreement.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE
I.


DEFINITIONS


 


1.1
Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise
defined herein have the meanings given to such terms in the Articles of Incorporation (as defined herein), and (b) the following
terms have the meanings set forth in this Section 1.1:


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


“Closing”
means one or more Closings of the purchase and sale of the Securities pursuant to Section


2.1.


 


“Closing
Date” means the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing,
and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been
satisfied or waived.


 


“Closing
Form 8-K” shall have the meaning ascribed to such term in Section 4.10.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, $0.001 par value per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 




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“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
Financial Statements” means the Company’s financial statements contained in the SEC Documents.


 


“Conversion
Price” shall have the meaning ascribed to such term in the Note.


 


“Conversion
Shares” means shares of the Company’s Common Stock issuable upon conversion of the Note and interest in accordance
with the terms of the Note.


 


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


 


“Disqualification
Event” shall have the meaning ascribed to such term in Section 3.1(cc).


 


“End
Date” shall mean the date no Purchaser owns any Securities.


 


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


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock and options to officers, directors, employees, or consultants
of the Company prior to and after the Closing Date, (b) securities upon the exercise or exchange of or conversion of Securities
issued hereunder (subject to adjustment for forward and reverse stock splits and the like that occur after the date hereof) and/or
other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date
of this Agreement provided that such securities and any term thereof have not been amended since the date of this Agreement to
increase the number of such securities or to decrease the issue price, exercise price, exchange price or conversion price of such
securities and which securities, and (c) securities issued or issuable pursuant to this Agreement, the Notes, the Warrants and
other Transaction Documents, or upon exercise or conversion of any such securities.


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“Financial
Statements” means the financial information regarding the Company filed with the Commission prior to the date hereof.


 


“GAAP”
shall mean United States generally accepted accounting principles applied on a consistent basis.


 


“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(w).


 


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).


 


“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(d).


 


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


 




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“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(c).


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(m).


 


“Maximum
Rate” shall have the meaning ascribed to such term in Section 5.17.


 


“Money
Laundering Laws” shall have the meaning ascribed to such term in Section 3.1(y).


 


“Notes”
means the convertible notes, in the form of Exhibit A hereto.


 


“OFAC”
shall have the meaning ascribed to such term in Section 3.1(z).


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition, whether commenced or threatened.


 


“Regulation
D” means Regulation D under the Securities Act.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 


“Required
Minimum” means, as of any date three (3) times the maximum aggregate number of shares of Common Stock then issued or
potentially issuable in the future pursuant to the Transaction Documents, including but not limited to any Underlying Shares issuable
upon conversion in full of the Notes and the interest that could accrue through three years after the term thereof and the Warrant
Shares issuable upon exercise of the Warrants, ignoring any conversion or exercise limits set forth therein plus such additional
amounts as requested by the Purchaser pursuant to the TA Letter.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Securities”
means the Notes, the Warrants, and the Underlying Shares.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for the Notes and Warrants purchased hereunder
as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription
Amount,” in United States dollars and in immediately available funds.


 


“Subsidiary”
means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability
company, trust, estate, association, joint venture or other business entity of which (A) more than 25% of (i) the outstanding
capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or
other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital
or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture
or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination,
owned or controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control
of the Company. Representations, undertakings and obligations set forth in this Agreement shall be applicable only to Subsidiaries
which exist or have existed at the applicable and relevant time.


 




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“TA
Letter” means the letter to the Company’s Transfer Agent in the form annexed hereto as Exhibit C.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges: the NYSE MKT LLC, the Nasdaq Capital Market, the Nasdaq Global
Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, the OTCQB, or the OTCQX (or any
successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Notes, the Warrants, all exhibits and schedules thereto and hereto, and any other
documents or agreements executed in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means the transfer agent for the Common Stock, and any successor transfer agent of the Company.


 


“Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion of the Notes and payment of interest on
the Notes in accordance with the terms of the Notes and upon exercise of the Warrants in accordance with the terms of the Warrants.


 


“Unlegended
Shares” shall have the meaning ascribed to such term in Section 4.1(d).


 


“Warrants”
means the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Article II hereof, in the
Form of Exhibit B attached hereto.


 


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrants.


 


ARTICLE
II.


PURCHASE
AND SALE


 


2.1
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell,
and the Purchasers, severally and not jointly, agree to purchase, an aggregate of up to $34,650.00 principal amount of Notes,
and Warrants as determined pursuant to Section 2.2(a), such purchase and sale being the “Closing.” Each Purchaser
shall deliver to the Company such Purchaser’s Subscription Amount, and the Company shall deliver to each Purchaser its respective
Note and Warrants, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items
set forth in Section 2.2 deliverable at a Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2
and 2.3, the Closing shall occur at the offices of the Company’s legal counsel or such other location as the parties shall
mutually agree.


 










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2.2
                                         Deliveries.


 


(a)
On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:









 


(i)
this Agreement duly executed by the Company with the schedules and exhibits thereto current as of each such Closing Date;


 


(ii)
a Note with in the principal amount of $33,000, which shall be equal to 110% of such Purchaser’s Subscription Amount registered
in the name of such Purchaser;


 


(iii)
Warrants registered in the names of each Purchaser to purchase 26,250 shares of Common Stock at a per share exercise price of
$0.10, subject to adjustment as provided therein;


 


(iv)
The duly executed Officer’s Certificate and Disbursement Authorization, and


 


(v)
the TA Letter executed by the Company and the Transfer Agent.


 


(b)
On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:


 





(i)
this Agreement duly executed by such Purchaser and such Purchaser’s Subscription Amount by wire transfer;













 


2.3
Closing Conditions.


 


(a)
The obligations of the Company hereunder to effect a Closing are subject to the following conditions being met:


 


(i)
the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar
qualifiers therein) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of
a specific date therein in which case they shall be accurate as of such date);


 


(ii)
all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have
been performed; and


 


(iii)
the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b)
The respective obligations of a Purchaser hereunder to effect the Closing, unless waived by such Purchaser, are subject to the
following conditions being met:


 


(i)
the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar
qualifiers therein) on the Closing Date of the representations and warranties of the Company contained herein (unless as of a
specific date therein in which case they shall be accurate as of such date);


 


(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been
performed;


 


(iii)
the Purchaser shall have received executed signature pages to this Agreement with respect to the Subscription Amounts for which
such Closing is to occur;


 


(iv)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 




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(v)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and


 


(vi)
from the date hereof to the Closing Date, trading in securities in the United States generally as reported by Bloomberg L.P. shall
not have been suspended or limited, nor shall a banking moratorium have been declared either by the United States or New York
State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the
reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.


 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


3.1
Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules or the reports filed by
the Company under the Securities Exchange Act of 1934, as amended (the “1934 Act”) with the Securities and Exchange
Commission in the two years preceding the date hereof (the “SEC Documents”), the Company represents and warrants to
each Purchaser as of the date hereof and the Closing Date unless as of a specific date therein in which case they shall be accurate
as of such date:


 


(a)
Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary
free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued
and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company
has no Subsidiaries relevant to any component of this Agreement as of a particular date, then such reference shall not be applicable.


 


(b)
Organization and Qualification. 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: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business,
prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction
Document, or (iv) the occurrence of a Disqualification Event (any of (i), (ii), (iii) or (iv), 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.


 




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(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
and creditors in connection herewith or therewith other than in connection with the Required Approvals except those filings requires
to be made with the Commission and state agencies after the Closing Date. This Agreement and each other Transaction Document to
which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance
with the terms hereof and thereof, will constitute the valid and binding obligations of the Company enforceable against the Company
in accordance with their terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (vii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 


(d)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents,
the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby to which
it is a party do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s
certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a 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 (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary
is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with or
result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company or a Subsidiary is bound or affected.


 


(e)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority
or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other
than: (i) the filing of Form D with the Commission, and (ii) such filings as are required to be made under applicable state securities
laws (collectively, the “Required Approvals”).


 


(f)
Issuance of the Securities. 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 nonassessable, free and clear of all Liens other than those
created by the Purchaser. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for
issuance of the Underlying Shares at least equal to at least 300% of the Underlying shares (the “Required Minimum”)
on the date hereof. In order to ensure such reservation the Company shall have its Transfer Agent countersign the TA Letter, at
the Closing. The failure to comply with the terms of this section shall be a material breach of the agreement.


 




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(g)
Capitalization. As of the date hereof, the authorized capital stock of the Company consists of: (i) 750,000,000 shares
of Common Stock, of which approximately 11,040,705 shares of Common Stock are issued and outstanding; and (ii) 5,000,000 shares
of Preferred Stock of which 3,000,000 shares are designated as Series A Preferred Stock and 1,000,000 shares of Series A Preferred
Stock are issued and outstanding, and 500,000 shares are designated as Series D Preferred Stock and 100 shares of Series D Preferred
Stock are issued and outstanding. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the
Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and any other
convertible promissory note issued to the Buyer) exercisable for, or convertible into or exchangeable for shares of Common Stock.
All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and
non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the
shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except
as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants,
scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments
or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of
capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or
may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements
or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities
under the 1933 Act and (iii) 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 the Note or the Conversion
Shares.


 


(h)
Financial Statements. The Financial Statements have been prepared in accordance with GAAP. The Financial Statements fairly
present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates
thereof and the results of operations and cash flows for the periods then ended, subject to normal, immaterial adjustments and
inclusion of footnotes which would be required pursuant to generally accepted accounting principles.


 


(i)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the most recently dated Financial
Statements: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result
in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than
trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, (iii) the Company
has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other
property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock
and (v) the Company has not issued any equity securities to any officer, director or Affiliate.


 


(j)
Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge
of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by
any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability
of any of the Transaction Documents or the Securities or (ii) could have or reasonably be expected to result in a Material Adverse
Effect. At no time, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of
any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary
duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the
Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any
stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under
the Exchange Act or the Securities Act.


 




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(k)
Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its
Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such
Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company
and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive
officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract,
confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement
or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not
subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and
its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment
and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(l)
Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred
that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary
under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation
of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any
of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree
or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance
or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating
to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters,
except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(m)
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as presently
conducted, and as contemplated to be conducted, except where the failure to possess such permits could not reasonably be expected
to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has
received any notice of proceedings relating to the revocation or modification of any Material Permit.


 


(n)
Title to Assets. The Company and the Subsidiaries have good and marketable title in all personal property owned by them
that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i)
Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to
be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes,
for which appropriate reserves have been made and, the payment of which is neither delinquent nor subject to penalties. The Company
and Subsidiaries do not own any real property. Any real property and facilities held under lease by the Company and the Subsidiaries
are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.


 


(o)
Intellectual Property.


 


(i)
The term “Intellectual Property Rights” includes:


 


1.
the name of the Company and each Subsidiary, all fictional business names, trading names, registered and unregistered trademarks,
service marks, and applications of the Company and each Subsidiary (collectively, “Marks’’);


 


2.
all patents, patent applications, and inventions and discoveries that may be patentable of the Company and each Subsidiary (collectively,
“Patents’’);


 


3.
all copyrights in both unpublished works and published works of the Company and each Subsidiary (collectively, “Copyrights”);


 




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4.
all rights in mask works of the Company and each Subsidiary (collectively, “Rights in Mask Works”);


 


5.
all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology,
plans, drawings, and blue prints (collectively, “Trade Secrets”); owned, used, or licensed by the Company and
each Subsidiary as licensee or licensor; and


 


6.
the license or right to directly or indirectly use any of the foregoing, whether perpetually or for a fixed term, whether or not
subject to defeasement, and whether or not reduced to writing or otherwise memorialized.


 


(ii)
Know-How Necessary for the Business. The Intellectual Property Rights are all those necessary for the operation of the
Company’s businesses as it is currently conducted or contemplated to be conducted. The Company is the owner of all right,
title, and interest in and to each of the Intellectual Property Rights, free and clear of all liens, security interests, charges,
encumbrances, equities, and other adverse claims, and has the right to use all of the Intellectual Property Rights. To the Company’s
knowledge, no employee of the Company has entered into any contract that restricts or limits in any way the scope or type of work
in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work
to anyone other than of the Company.


 


(iii)
Patents. The Company is the owner of or licensee of all right, title and interest in and to each of the Patents, free and
clear of all Liens and other adverse claims. All of the issued Patents are currently in compliance with formal legal requirements
(including payment of filing, examination, and maintenance fees and proofs of working or use), are valid and enforceable, and
are not subject to any maintenance fees or taxes or actions falling due within ninety days after the Closing Date. No Patent has
been or is now involved in any interference, reissue, reexamination, or opposition proceeding. To the Company’s knowledge:
(1) there is no potentially interfering patent or patent application of any third party, and (2) no Patent is infringed or has
been challenged or threatened in any way. To the Company’s knowledge, none of the products manufactured and sold, nor any
process or know-how used, by the Company infringes or is alleged to infringe any patent or other proprietary right of any other
Person.


 


(iv)
Trademarks. The Company is the owner of all right, title, and interest in and to each of the Marks, free and clear of all
Liens and other adverse claims. All Marks that have been registered with the United States Patent and Trademark Office are currently
in compliance with all formal legal requirements (including the timely post-registration filing of affidavits of use and incontestability
and renewal applications), are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling
due within ninety days after the Closing Date. No Mark has been or is now involved in any opposition, invalidation, or cancellation
and, to the Company’s knowledge, no such action is threatened with respect to any of the Marks. To the Company’s knowledge:
(1) there is no potentially interfering trademark or trademark application of any third party, and (2) no Mark is infringed or
has been challenged or threatened in any way. To the Company’s knowledge, none of the Marks used by the Company infringes
or is alleged to infringe any trade name, trademark, or service mark of any third party.


 










    	 	10	 



     


    

 


(v)
Copyrights. The Company is the owner of all right, title, and interest in and to each of the Copyrights, free and clear
of all Liens and other adverse claims. All the Copyrights have been registered and are currently in compliance with formal requirements,
are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after
the date of the Closing. No Copyright is infringed or, to the Company’s knowledge, has been challenged or threatened in
any way. To the Company’s knowledge, none of the subject matter of any of the Copyrights infringes or is alleged to infringe
any copyright of any third party or is a derivative work based on the work of a third party. All works encompassed by the Copyrights
have been marked with the proper copyright notice.


 


(vi)
Trade Secrets. With respect to each Trade Secret, the documentation relating to such Trade Secret is current, accurate,
and sufficient in detail and content to identify and explain it and to allow its full and proper use without reliance on the knowledge
or memory of any individual. The Company has taken all reasonable precautions to protect the secrecy, confidentiality, and value
of its Trade Secrets. The Company has good title and an absolute (but not necessarily exclusive) right to use the Trade Secrets.
The Trade Secrets are not part of the public knowledge or literature, and, to the Company’s knowledge, have not been used,
divulged, or appropriated either for the benefit of any Person (other the Company) or to the detriment of the Company. No Trade
Secret is subject to any adverse claim or has been challenged or threatened in any way.


 


(p)
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries
are engaged. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue
its business without a significant increase in cost. The Company has valid and subsisting insurance in compliance with all applicable
legal requirements.


 


(q)
Transactions With Affiliates and Employees. Except as set forth in the Financial Statements and Transaction Documents,
none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees
of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services
as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or
lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of
the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee, stockholder, member or partner.


 


(r)
Certain Fees. No brokerage, finder’s fees, commissions or due diligence fees are or will be payable by the Company
or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person
with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect
to any such fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section
3.1(r) that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(s)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended. The Company shall conduct its business in a manner so that it will not become an “investment company”
subject to registration under the Investment Company Act of 1940, as amended. The Company is not aware of any person that has
been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation
D Securities.


 




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(t)
Application of Takeover Protections. As of the Closing Date, the Company will have taken all necessary action, if any,
in order to render inapplicable as of the Closing Date and thereafter any control share acquisition, business combinations, poison
pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s
certificate of incorporation (or similar charter documents) or the laws of the State of Florida that is or could become applicable
to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under
the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the
Purchasers’ ownership of the Securities.


 


(u)
Disclosure. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and
its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to
this Agreement, when taken together as a whole, is true and correct in all material respects and does not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made
any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth
in Section 3.2.


 


(v)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and
local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which
it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company or of any Subsidiary know of no basis for any such claim.


 


(w)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary,
any agent or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for
unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii)
made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties
or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made
by any person acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material
respect any provision of FCPA.


 


(x)
Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the
Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the
transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby
and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction
Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities.
The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other
Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company
and its representatives.


 




    	 	12	 



     


    

 


(y)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge
of the Company or any Subsidiary, threatened.


 


(z)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(aa)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers
as contemplated hereby.


 


(bb)
No General Solicitation or Integration. To the best knowledge of the Company, neither the Company nor any person acting
on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising.
To the best knowledge of the Company, the Company has offered the Securities for sale only to the Purchasers and certain other
“accredited investors” within the meaning of Rule 501 under the Securities Act.


 


(cc)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive
officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule
405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered
Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor”
disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”),
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine
whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable,
with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.
The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any
Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any
Issuer Covered Person.


 


(dd)
Reporting Company, Not a Shell Company. The Company is a publicly-held company subject to reporting obligations pursuant
to Sections 12(g) and 13 of the Exchange Act. As of the Closing Date, the Company is not a “shell company” as that
term is employed in Rule 144 under the Securities Act. The Company is a former shell company but has met each of the requirements
under Rule 144(i)(2).


 


(ee)
Survival. The foregoing representations and warranties shall survive the Closing Date.


 










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3.2
Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents
and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):


 


(a)
Organization; Authority. Such Purchaser is either an individual or 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, corporate, partnership,
limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the
Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction
Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized
by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser.
Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser
in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against
it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
to the extent the indemnification provisions contained in this Agreement may be limited by applicable law.


 


(b)
Understandings or Arrangements. Such Purchaser understands that the Securities are “restricted securities”
and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as
principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation
of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities
in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings
with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any
applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities
pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser
is acquiring the Securities hereunder in the ordinary course of its business.


 


(c)
Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on
each date on which it converts a Note or exercises any Warrants, it will be either: (i) an “accredited investor” as
defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional
buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer
under Section 15 of the Exchange Act. Such Purchaser has the authority and is duly and legally qualified to purchase and own the
Securities. Such Purchaser is able to bear the risk of such investment for an indefinite period and to afford a complete loss
thereof.


 


(d)
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e)
Information on Company. Purchasers are not deemed to have any knowledge of any information not included in the Financial
Statements or the Transaction Documents unless such information is delivered in the manner described in the next sentence. Each
Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers
from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to
information about the Company and its financial condition, results of operations, business, properties, management and prospects
sufficient to enable such Purchaser to evaluate the Securities; and (iii) the opportunity to obtain such additional information
that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment
decision with respect to acquiring the Securities. In addition, such Purchaser may have received in writing from the Company such
other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified
thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”),
and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities.


 




    	 	14	 



     


    

 


(f)
Compliance with Securities Act; Reliance on Exemptions. Such Purchaser understands and agrees that the Securities have
not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that
does not require registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition
is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands
and agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the
truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of such Purchaser to acquire the Securities.


 


(g)
Communication of Offer. Such Purchaser is not purchasing the Securities as a result of any “general solicitation”
or “general advertising,” as such terms are defined in Regulation D, which includes, but is not limited to, any advertisement,
article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the
internet or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or
general advertisement.


 


(h)
No Governmental Review. Such Purchaser understands that no United States federal or state agency or any other governmental
or state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in
the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(i)
No Conflicts. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents
and the consummation by such Purchaser of the transactions contemplated hereby and thereby or relating hereto or thereto do not
and will not (i) result in a violation of such Purchaser’s charter documents, bylaws or other organizational documents,
if applicable, (ii) conflict with nor constitute a default (or an event which with notice or lapse of time or both would become
a default) under any agreement to which such Purchaser is a party, nor (iii) result in a violation of any law, rule, or regulation,
or any order, judgment or decree of any court or governmental agency applicable to such Purchaser or its properties (except for
such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on such
Purchaser). Such Purchaser is not required 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 this Agreement
or perform under the other Transaction Documents nor to purchase the Securities in accordance with the terms hereof, provided
that for purposes of the representation made in this sentence, such Purchaser is assuming and relying upon the accuracy of the
relevant representations and agreements of the Company herein.


 


(j)
Survival. The foregoing representations and warranties shall survive the Closing Date for 30 days.


 




    	 	15	 



     


    

 


3.3
Reliance. The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend
or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement
or any representations and warranties contained in any other Transaction Document or any other document or instrument executed
and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.


 


ARTICLE
IV.


OTHER
AGREEMENTS OF THE PARTIES


 


4.1
Transfer Restrictions.


 


(a)
Disposition of Securities. The Securities may only be disposed of in compliance with state and federal securities laws.
In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company
or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the
transferor thereof to provide to the Company at the Company’s expense, an opinion of counsel selected by the transferor
and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company,
to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition
of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and
obligations of a Purchaser under the Transaction Documents and registration statement, if any.


 


(b)
Legend. The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities
in the following form:


 


[NEITHER]
THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [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. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


(c)
Pledge. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin
agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution
that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by
the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledge or secure
Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no
legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. At such Purchaser’s
expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably
request in connection with a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant
to the registration statement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the
Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.


 




    	 	16	 



     


    

 


(d)
Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”)
(including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security
is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying
Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public
information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if
such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during
the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted
or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the
corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required
under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff
of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time
as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery
by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with
a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered
to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation
shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation
on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section
4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the
Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed
by such Purchaser.


 


(e)
Legend Removal Default. In addition to such Purchaser’s other available remedies, provided the conditions for legend
removal set forth in Section 4.1(c) exist, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not
as a penalty, for each $1,000 of Underlying Shares (based on the higher of the actual purchase price of the Common Stock on the
date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section
4.1(d), $10 per Trading Day for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend.
Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates
representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies
available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.


 


(f)
DWAC. Commencing after the Closing, in lieu of delivering physical certificates representing the Unlegended Shares, upon
request of a Purchaser, so long as the certificates therefor do not bear a legend and the Purchaser is not obligated to return
such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit
the Unlegended Shares by crediting the account of Purchaser’s prime broker with the Depository Trust Company through its
Deposit Withdrawal At Custodian system, provided that the Company’s Common Stock is DTC eligible and the Company’s
transfer agent participates in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend
Removal Date.


 




    	 	17	 



     


    

 


(g)
Resale Requirements. Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that
such Purchaser will sell the Securities pursuant to either the registration requirements of the Securities Act, including any
applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration
statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal
of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s
reliance upon this understanding.


 


(h)
Remedies. In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash,
as partial liquidated damages and not as a penalty, for each $1,000 of Conversion Shares or Warrant Shares delivered for removal
of the restrictive legend and Conversion Shares delivered for conversion into Shares, $10 per Trading Day for each Trading Day
following the Legend Removal Date or the date such Securities are to be delivered pursuant to the Note until such Common Stock
certificate is delivered without a legend pursuant to Section 4.1(c) or such Conversion Shares. Nothing herein shall limit such
Purchaser’s right to elect in lieu of the afore described liquidated damages to pursue actual damages for the Company’s
failure to deliver certificates representing any Underlying Shares as required by the Transaction Documents, and such Purchaser
shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief.


 


(i)
Injunction. In the event a Purchaser shall request delivery of Securities as described in this Section 4.1 or Common Stock
pursuant to the Note and the Company is required to deliver such Securities, the Company may not refuse to deliver Securities
based on any claim that such Purchaser or anyone associated or affiliated with such Purchaser has not complied with Purchaser’s
obligations under the Transaction Documents, or for any other reason, unless, an injunction or temporary restraining order from
a court, on notice, restraining and or enjoining delivery of such unlegended shares shall have been sought and obtained by the
Company and the Company has posted a surety bond for the benefit of such Purchaser in the amount of 120% of the amount of the
aggregate purchase price of the Securities intended to be subject to the injunction or temporary restraining order, which bond
shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable
to such Purchaser to the extent Purchaser obtains judgment in Purchaser’s favor.


 


(j)
Buy-In. In addition to any other rights available to Purchaser, if the Company fails to deliver to a Purchaser Securities
as required pursuant to this Agreement or the Note and after the Legend Removal Date or required delivery date pursuant to the
Note the Purchaser, or a broker on the Purchaser’s behalf, purchases (in an open market transaction or otherwise) shares
of Common Stock to deliver in satisfaction of a sale by such Purchaser of the shares of Common Stock which the Purchaser was entitled
to receive in unlegended form from the Company (a “Buy-In”), then the Company shall promptly pay in cash to
the Purchaser (in addition to any remedies available to or elected by the Purchaser) the amount, if any, by which (A) the Purchaser’s
total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate
purchase price of the shares of Common Stock delivered to the Company for reissuance as unlegended Shares or as are required to
be delivered pursuant to the Note, as the case may be, together with interest thereon at a rate of 15% per annum accruing until
such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty).
For example, if a Purchaser purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect
to $10,000 of purchase price of Shares delivered to the Company for reissuance as unlegended shares, the Company shall be required
to pay the Purchaser $1,000, plus interest, if any. The Purchaser shall provide the Company written notice indicating the amounts
payable to the Purchaser in respect of the Buy-In.


 




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4.2
Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the
outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges
that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Underlying Shares
pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay
or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless
of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.


 


4.3
Furnishing of Information.


 


(a)
At any time commencing on the Closing Date and ending at the earliest of the time that no Purchaser owns Securities, the Company
covenants to file all periodic reports with the Commission pursuant to Section 15(d) of the Exchange Act and under Section 12(b)
or 12(g) of the 1934 Act, maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to
timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed
by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements
of the Exchange Act.


 


(b)
At any time commencing on the Closing Date and ending at such time that all of the Securities may be sold without the requirement
for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144,
if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public
Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser,
in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell
the Securities, an amount in cash equal to two percent (2.0%) of the aggregate principal amount of Notes and accrued interest
held by such Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling
less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time
that such public information is no longer required for the Purchasers to transfer the Underlying Shares pursuant to Rule 144.
The payments to which a Purchaser shall be entitled pursuant to this Section 4.2(b) are referred to herein as “Public Information
Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar
month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event
or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information
Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month
(prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages
for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in
equity including, without limitation, a decree of specific performance and/or injunctive relief.


 


4.4
Conversion and Exercise Procedures. Each of the form of Notice of Conversion attached to the Note and form of Notice of
Exercise included in the Warrants sets forth the totality of the procedures required of the Purchasers in order to convert the
Note or exercise the Warrant. No additional legal opinion, other information or instructions shall be required of the Purchasers
to convert their Note or exercise their Warrants. The Company shall honor conversions of the Note and exercises of the Warrants
and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.


 




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4.5
Reservation and Listing of Securities.


 


(a)
The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction
Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less
than the Required Minimum.


 


(b)
If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required
Minimum on such date, then the Board of Directors shall amend the Company’s certificate or articles of incorporation to
increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as
possible and in any event not later than the 60th day after such date. In the event of a shortfall in the Required Minimum, any
shares reserved for issuance to the Company’s officers and directors (not including Purchasers, if applicable) will be made
available for issuance to the Purchasers.


 


4.6
Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered
or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless
the same or substantially similar consideration is also offered, mutatis mutandis, on a ratable basis to all of the parties
to this Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company
and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not
in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting
of Securities or otherwise.


 


4.7
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any
security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in
a manner that would require the registration under the Securities Act of the sale or resale of the Securities.


 


4.8
Reimbursement. If any Purchaser becomes involved in any capacity in any Proceeding by or against any Person who is a stockholder
of the Company (except as a result of sales, pledges, margin sales and similar transactions by such Purchaser to or with any current
stockholder), solely as a result of such Purchaser’s acquisition of the Securities under this Agreement, the Company will
reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and
travel in connection therewith) incurred in connection therewith, as such expenses are incurred. The reimbursement obligations
of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon
the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation,
and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such
Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of
the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor
any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or
any Person asserting claims on behalf of or in right of the Company solely as a result of acquiring the Securities under this
Agreement.


 


4.9
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the
Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide
any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information,
unless prior thereto such Purchaser shall have entered into a written agreement with the Company regarding the confidentiality
and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant
in effecting transactions in securities of the Company.


 




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4.10
Securities Laws Disclosure; Publicity. The Company shall by 9:00 a.m. (New York City time) on day following the Closing
Date, file a Current Report on Form 8-K including the Transaction Documents as exhibits thereto (the “Closing Form 8-K”
mutatis mutandem).


 


4.11
Par Value. In the event the Conversion Price of the Notes is reduced below the par value of the common stock, the Company
shall within 30 days thereafter, reduce the par value of its common stock so that the Conversion Price shall be greater than the
par value of the Common Stock.


 


4.12
Indemnification of Purchasers. Subject to the provisions of this Section 4.6, the Company will indemnify and hold each
Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls
such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser
Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation
that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations,
warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action
instituted against Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the
Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction
Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants
under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or
any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes
fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect
of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing,
and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the
Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent
that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after
a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion
of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party,
in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.
The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected
without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent,
but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of its representations,
warranties or covenants under the Transaction Documents. The indemnification required by this Section 4.6 shall be made by periodic
payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred.
The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party
against the Company or others and any liabilities the Company may be subject to pursuant to law.


 


4.13
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers
at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide
evidence of such actions promptly upon request of any Purchaser.


 




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4.14
Most Favored Nation Provision. From the date hereof and for so long as a Purchaser holds any Securities, in the event that
the Company issues or sells any Common Stock or Common Stock Equivalents, if a Purchaser then holding outstanding Securities reasonably
believes that any of the terms and conditions appurtenant to such issuance or sale are more favorable to such investors than are
the terms and conditions granted to the Purchasers hereunder, upon notice to the Company by such Purchaser, the Company shall
amend the terms of this transaction as to such Purchaser only so as to give such Purchaser the benefit of such more favorable
terms or conditions. This Section shall not apply with respect to an Exempt Issuance. The Company shall provide each Purchaser
with notice of any such issuance or sale not later than ten (10) Trading Days before such issuance or sale.


 


4.15
Preservation of Corporate Existence. Until the End Date, the Company shall preserve and maintain its corporate existence,
rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation
in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify
or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the
Company taken as a whole.


 


4.16
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other
Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination,
poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter
adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue
of receiving Securities under the Transaction Documents.


 


4.17
Piggy-Back Registrations. If at any time until two years after the Closing Date there is not an effective registration
statement covering all of the Conversion Shares and the Company shall determine to prepare and file with the Commission a registration
statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities,
but excluding Forms S-4 or S-8 and similar forms which do not permit such registration, then the Company shall send to each holder
of any of the Securities written notice of such determination and, if within fifteen calendar days after receipt of such notice,
any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Conversion
Shares such holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration
rights and any cutbacks in accordance with guidance provided by the Securities and Exchange Commission (including, but not limited
to, Rule 415). The obligations of the Company under this Section may be waived by any holder of any of the Securities entitled
to registration rights under this Section. The holders whose Conversion Shares are included or required to be included in such
registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other
holders of securities included in such registration statement. Notwithstanding anything to the contrary herein, the registration
rights granted hereunder to the holders of Securities shall not be applicable for such times as such Conversion Shares may be
sold by the holder thereof without restriction pursuant to Section 144(b)(1) of the 1933 Act. In no event shall the liability
of any holder of Securities or permitted successor in connection with any Conversion Shares included in any such registration
statement be greater in amount than the dollar amount of the net proceeds actually received by such Subscriber upon the sale of
the Conversion Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of Securities
included in such registration statement. All expenses incurred by the Company in complying with this Section, including, without
limitation, all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent
public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying
with state securities or “blue sky” laws, fees of the NASD, transfer taxes, and fees of transfer agents and registrars,
are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of registrable
securities are called “Selling Expenses.” The Company will pay all Registration Expenses in connection with the registration
statement under this Section. Selling Expenses in connection with each registration statement under this Section shall be borne
by the holder and will be apportioned among such holders in proportion to the number of Shares included therein for a holder relative
to all the Securities included therein for all selling holders, or as all holders may agree.


 




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4.18
Subsequent Equity Sales. From the date hereof until the Notes are no longer outstanding, the Company will not, without
the consent of the Purchasers, enter into any Equity Line of Credit or similar agreement nor issue nor agree to issue any common
stock at a per share price less than the then in effect Conversion Price, floating or Variable Priced Equity Linked Instruments
nor any of the foregoing or equity with price reset rights (subject to adjustment for stock splits, distributions, dividends,
recapitalizations and the like) (collectively, the “Variable Rate Transaction”). For purposes hereof, “Equity
Line of Credit” shall include any transaction involving a written agreement between the Company and an investor or underwriter
whereby the Company has the right to “put” its securities to the investor or underwriter over an agreed period of
time and at an agreed price or price formula, and “Variable Priced Equity Linked Instruments” shall include: (A) any
debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional
shares of Common Stock either (1) at any conversion, exercise or exchange rate or other price that is based upon and/or varies
with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security,
or (2) with a fixed conversion, exercise or exchange price that is subject to being reset at some future date at any time after
the initial issuance of such debt or equity security due to a change in the market price of the Company’s Common Stock since
date of initial issuance, and (B) any amortizing convertible security which amortizes prior to its maturity date, where the Company
is required or has the option to (or any investor in such transaction has the option to require the Company to) make such amortization
payments in shares of Common Stock which are valued at a price that is based upon and/or varies with the trading prices of or
quotations for Common Stock at any time after the initial issuance of such debt or equity security (whether or not such payments
in stock are subject to certain equity conditions). For purposes of determining the total consideration for a convertible instrument
(including a right to purchase equity of the Company) issued, subject to an original issue or similar discount or which principal
amount is directly or indirectly increased after issuance, the consideration will be deemed to be the actual net cash amount received
by the Company in consideration of the original issuance of such convertible instrument. Until thirty-six (36) months after the
Closing Date, the Company will not issue any Common Stock or Common Stock Equivalents to officers, directors, employees, consultants
and service providers of the Company except consistent with past practices. For so long as the Notes are outstanding, the Company
will not amend the terms of any securities or Common Stock Equivalents or of any agreement outstanding or in effect as of the
date of this Agreement or at any time thereafter, pursuant to which same were or may be acquired, if such issuance or the result
of such amendment would be at an effective price per share of Common Stock less than the Conversion Price in effect at the time
of such amendment.


 




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ARTICLE
V.


MISCELLANEOUS


 


5.1
Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only
and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other
parties, if the Closing has not been consummated on or before February 18, 2019; provided, however, that such termination
will not affect the right of any party to sue for any breach by any other party or parties.


 


5.2
Fees and Expenses. 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. The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection
with the delivery of any Securities to the Purchasers. The Company agrees to pay counsel to certain of the Purchasers the amount
of $1,500.00 (“Legal Fees”), incurred in connection with the preparation, execution and delivery of the Transaction
Documents and Closing.


 


5.3
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and thereof 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.


 


5.4
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be: (i) if to the Company, to: Sylios Corp., 501 1st Ave N., Suite 901, St.
Petersburg, FL 33701 Attn: Wayne Anderson, email: wa@sylios.com and (ii) if to the Purchasers, to: the addresses and fax
numbers indicated on the signature pages hereto.


 


5.5
Amendments; Waivers. No provision of this Agreement nor any other Transaction Document may be waived, modified, supplemented
or amended nor consent obtained or approval deemed granted except in a written instrument signed, in the case of an amendment,
by the Company and the Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waived provision
is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement nor any other Transaction
Document shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement thereof, nor shall any delay or omission of any party to exercise any right thereunder in
any manner impair the exercise of any such right. Any Purchaser may waive in writing any right or benefit granted to or available
to such Purchaser pursuant to the Transaction Documents.


 


5.6
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof.


 




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5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of each Purchaser (other than by merger). Following the Closing, any Purchaser may assign any or all of its rights under
this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees
in writing to be bound with respect to the transferred Securities by the provisions of the Transaction Documents that apply to
the “Purchasers” and is able to make each and every representation made by Purchasers in this Agreement.


 


5.8
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
otherwise set forth in Section 4.10.


 


5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to
the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including
with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either
party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the
obligations of the Company under Section 4.10, the prevailing party in such action, suit or proceeding shall be reimbursed by
the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


 


5.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


 


5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other
party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 




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5.12
Severability. If any term, provision, covenant or restriction of any Transaction Document is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions
set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially
the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to
be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.13
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar
provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under
a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then
such Purchaser may, at any time prior to the Company’s performance of such obligations, rescind or withdraw, in its sole
discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without
prejudice to its future actions and rights; provided, however, that in the case of a rescission of a conversion
of a Note or exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to
any such rescinded conversion or exercise notice concurrently with the return to such Purchaser of the aggregate exercise price
paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such
Purchaser’s Note or Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).


 


5.14
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances
shall also pay any reasonable costs (including customary indemnity) associated with the issuance of such replacement Securities.


 


5.15
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of
damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The
parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations
contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any
such obligation the defense that a remedy at law would be adequate. The Company’s obligations to pay any partial liquidated
damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate
until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security
pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.


 


5.16
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction
Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other
Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of
action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 




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5.17
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now
or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Purchaser in
order to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in
any Transaction Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents
for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum
Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of
them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction
Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to
the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof,
the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from
the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever,
interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction
Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness or be refunded
to the Company, the manner of handling such excess to be at such Purchaser’s election.


 


5.18
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.


 


5.19
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity
to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be
subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the date of this Agreement.


 


5.20
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


5.21
Equitable Adjustment. The Conversion Price trading volume amounts, price/volume amounts and similar figures in the Transaction
Documents shall be equitably adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise
described in the Transaction Documents.


 


(Signature
Pages Follow)


 




    	 	27	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	SYLIOS
    CORP 
	 	 	 
	By:
    	/s/
    Wayne Anderson	
	Name:	Wayne
    Anderson	
	Title:	Chief
    Executive Officer 	


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK;


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 




    	 	28	 



     


    

 


[PURCHASER
SIGNATURE PAGE TO SYLIOS CORP. SECURITIES PURCHASE AGREEMENT]


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


Name
of Purchaser: ________________________________________________________________________________


 


Signature
of Authorized Signatory of Purchaser: _________________________________________________________


 


Name
of Authorized Signatory: _______________________________________________________________________


 


Title
of Authorized Signatory: ________________________________________________________________________


 


Email
Address of Authorized Signatory: ________________________________________________________________


 


Facsimile
Number of Authorized Signatory: ______________________________________________________________


 


Address
for Notice to Purchaser: 


 


Address
for Delivery of Securities to Purchaser (if not same as address for notice):





 


_______________________________________________________________________________________________


 





_______________________________________________________________________________________________


 





_______________________________________________________________________________________________


 


Subscription
Amount:


 


Note
Principal (Subscription Amount *1.10):


 


Warrants:


 


EIN
Number, if applicable, will be provided under separate cover: ______________________


 


[SIGNATURE
PAGES CONTINUE]


 




    	 	29	 



     


    

 


SCHEDULE
OF BUYERS


 






	(1)	 	(2)	 	(3)	 	(4)	
	Buyer	 	Address
    and E-mail	 	Principal
    Amount of First Note	 	Purchase
    Price of First Note	 
	BHP
    Capital NY Inc.	 	245
    East 40th Street, Suite 28B 
New York, New York 10016 
Attn: Bryan Pantofel, President 
bryan@bhpcap.com	 		US$11,550.00	 		US$10,500.00	 
	Armada
    Investment Fund LLC	 	7703
    Springfield Lake Drive 
Lake Worth, Florida 33467 
Attn: Gabriel Berkowitz, Managing Member 
gabriel@arcadia.capital	 		US$11,550.00	 		US$10,500.00	 
	Jefferson
    Street Capital LLC 
	 	900
    Monroe Street, Suite 908 
Hoboken, New Jersey 07030 
Attn: Brian Goldberg, Managing Member brian@jeffersonstreetcapital.com
	 		US$11,550.00	 		US$10,500.00	 












 





 



 






    	 	30	 



     


    

 


EXHIBITS


 





	Exhibit
    A	Form of Note
	Exhibit
    B	Form of Warrant
	Exhibit
    C	TA Letter



 







    	 	31