Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


THIS SECURITIES PURCHASE
AGREEMENT (the “Agreement”), is entered into as of March 31, 2019 (the “Execution Date”),
by and among Truli Technologies, Inc. (f.k.a. Truli Media Group, Inc.), a Delaware corporation, with headquarters located at 4
Oakland Street, Bristol CT 06010 (the “Company”), and the investors listed on the Schedule of Buyers
attached hereto (individually, a “Buyer” and collectively, the “Buyers”).


 


RECITALS


 


A. WHEREAS, the Company
and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation
D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the 1933 Act.


 


B. WHEREAS, the Company
has authorized a new series of convertible preferred stock of the Company designated as Series D Convertible Preferred Stock (the
“Series D Preferred Stock”), the terms of which are set forth in the certificate of designation for such series
of preferred stock (the “Certificate of Designations”) in the form attached hereto as Exhibit A (together
with any convertible preferred stock issued in replacement thereof in accordance with the terms thereof, the “Preferred
Shares”), which Preferred Shares shall be convertible into the Company’s common stock, par value $0.0001 per share
(the “Common Stock”), in accordance with the terms of the Certificate of Designations.


 


C. WHEREAS, each Buyer
wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) that aggregate
number of Preferred Shares set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers (which aggregate
number for all Buyers shall be 49,500), and (ii) Warrants, in substantially the form attached hereto as Exhibit B (the “Warrants”),
representing the right to acquire that number of shares of Common Stock set forth opposite such Buyer’s name in column (4)
on the Schedule of Buyers (which aggregate number for all Buyers shall be 24,750,000) (as exercised, collectively, the “Warrant
Shares”). The shares of Common Stock issuable pursuant to the terms of the Preferred Shares are referred to herein as
the “Conversion Shares”.


 


D. WHEREAS, the Preferred
Shares, the Warrants, the Conversion Shares and the Warrant Shares are collectively referred to herein as the “Securities”.


 






     


     


    

 


NOW, THEREFORE, in
consideration of the foregoing premises, and the promises and covenants herein contained, the receipt and sufficiency of which
are hereby acknowledged by the parties hereto, the Company and each Buyer (severally and not jointly), intending to be legally
bound, hereby agree as follows:


 


AGREEMENT


 


1. PURCHASE AND
SALE OF PREFERRED SHARES AND WARRANTS.


 


(a) Closing.


 


(i) Preferred Shares
and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below,
the Company agrees to issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company
(the “Closing”) on the Closing Date (as defined below), (x) the number of Preferred Shares, as is set forth
opposite such Buyer’s name in column (3) on the Schedule of Buyers, and (y) Warrants to acquire up to that number
of Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers, for an aggregate
amount of $1,000,000 for all Buyers (the “Investment Amount”).


 


(ii) Closing.
The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., New York City time, on the Execution
Date (or such later date as is mutually agreed to by the Company and each Buyer) after notification of satisfaction (or waiver)
of the conditions to the Closing set forth in Sections 6 and 7 below, at the offices of Nason, Yeager, Gerson, Harris
& Fumero, P.A., 3001 PGA Boulevard, Suite 305, Palm Beach Gardens, FL 33410.


 


(iii) Purchase Price.
The aggregate purchase price for the Preferred Shares to be purchased by each Buyer (the “Purchase Price”) shall
be the amount set forth opposite such Buyer’s name in Column (5) on the Schedule of Buyers in each case reflecting
a 10% original issuance discount from the stated value of the Preferred Shares.


 


(iv) Form of Payment.
On or before the Closing Date, (A) each Buyer shall deliver to Nason, Yeager, Gerson, Harris & Fumero, P.A. as escrow agent
(“Escrow Agent”), its portion of the Purchase Price to be paid in cash to the Company for the Preferred Shares
and Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance
with the Escrow Agent’s written wire instructions, (B) such Buyer who is delivering the “Stock Purchase Price”
to the Company in securities in lieu of cash as set forth on the Schedule of Buyers to purchase 11,000 Preferred Shares
shall deliver the Stock Purchase Price directly to the Company and (C) the Company shall deliver to each Buyer the Preferred Shares
(allocated in such number of shares as the Buyer shall request) and related Warrants (allocated in such number of shares as the
Buyer shall request) which such Buyer is purchasing hereunder, in each case duly executed on behalf of the Company and registered
in the name of such Buyer or its designee.


 


2. BUYER’S
REPRESENTATIONS AND WARRANTIES.


 


Each Buyer, severally
and not jointly, represents and warrants with respect to only itself, as of the Execution Date and as of the Closing Date, that:


 


(a) Organization;
Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the
Transaction Documents (as defined in Section 3(b) below) to which it is a party and otherwise to carry out its obligations
hereunder and thereunder.


 






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(b) No Public Sale
or Distribution. Such Buyer is (i) acquiring the Preferred Shares and the Warrants, (ii) upon conversion of the Preferred Shares
will acquire the Conversion Shares and (iii) upon exercise of the Warrants (other than pursuant to a Cashless Exercise (as defined
in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the Warrants, in each case, for its own account and
not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered
or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold
any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in
accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Securities
hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or
indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.


 


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


 


(d) Reliance on Exemptions.
Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy
of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of
such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire
the Securities.


 


(e) Information.
Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of
the Company and materials relating to the offer and sale of the Securities that have been requested by such Buyer in writing. Such
Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor
any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend
or affect such Buyer’s right to rely on the Company’s representations and warranties contained herein. Such Buyer understands
that its investment in the Securities involves a high degree of risk. Such Buyer has sought such accounting, legal and tax advice
as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.


 


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


 






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(g) Transfer or Resale.
Such Buyer understands that: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer
shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to
be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such
Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule
144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”)
(which shall in no event include an opinion of counsel of such Buyer unless the reasonable fees of such counsel are paid by the
Company); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144
and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person
through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance
with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company
nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply
with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection
with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities
shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities
shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this
Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section
2(g).


 


(h) Legends.


 


(i) Such Buyer understands
that the certificates or other instruments representing the Preferred Shares and the Warrants, until such time as the resale of
the Conversion Shares and the Warrant Shares have been registered under the 1933 Act, the stock certificates representing the Conversion
Shares and the Warrant Shares, except as set forth below, shall bear a restrictive legend in substantially the following form (and
a stop-transfer order may be placed against transfer of such stock certificates):


 


[NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE][EXERCISABLE] HAVE BEEN][THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 






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At any time after the Execution Date, the
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities
upon which it is stamped or, if available, issue to such holder by electronic delivery at the applicable balance account at The
Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the 1933 Act, (ii)
in connection with a sale, assignment or other transfer (other than pursuant to Rule 144), such holder provides the Company with
an opinion of counsel, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may
be made without registration under the applicable requirements of the 1933 Act, or (iii) the Securities can be sold, assigned or
transferred pursuant to Rule 144 or Rule 144A without the need to comply with public information requirements or volume limitations.
The Company shall be responsible for the fees of its transfer agent, legal counsel (including, without limitation, with respect
to any legal opinion upon any sale pursuant to Rule 144) and all DTC fees associated with such issuance.


 


(i) Validity; Enforcement.
This Agreement and the other Transaction Documents to which such Buyer is a party have been duly and validly authorized, executed
and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against
such Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity
or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and remedies.


 


(j) No Conflicts.
The execution, delivery and performance by such Buyer of this Agreement and the other Transaction Documents to which such Buyer
is a party and the consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation
of the organizational documents of such Buyer or (ii) conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except in the case of clauses
(ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.


 


(k) No Bad Actor Disqualification
Event. Such Buyer represents, after reasonable inquiry, that none of the “Bad Actor” disqualifying events described
in Rule 506(d)(l)(i) to (viii) under the 1933 Act (a “Disqualification Event”) is applicable to such Buyer or
any of its Rule 506(d) Related Parties (if any), except a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3)
applies. “Rule 506(d) Related Party” means a person or entity that is a beneficial owner of such Buyer’s
securities for purposes of Rule 506(d).


 


(l) Previous Transactions.
Prior to this Agreement, each Buyer has purchased or otherwise obtained securities issued by the Company.


 






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3. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The Company represents
and warrants to each of the Buyers that, as of the Execution Date and as of the Closing Date:


 


(a) Organization and
Qualification. Each of the Company and its “Subsidiaries” (which for purposes of this Agreement means any
joint venture or any entity in which the Company, directly or indirectly, owns more than 10% of the capital stock or holds an equivalent
equity or similar interest) are entities duly organized and validly existing and in good standing under the laws of the jurisdiction
in which they are formed, and have the requisite power and authorization to own their properties and to carry on their business
as now being conducted. Each of the Company and its Subsidiaries is duly qualified as a foreign entity to do business and is in
good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such
qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be
expected to have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material
adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) or prospects
of the Company and its Subsidiaries, individually or taken as a whole, or on the transactions contemplated hereby or in the other
Transaction Documents or by the agreements and instruments to be entered into in connection herewith or therewith, or on the authority
or ability of the Company to perform its obligations under the Transaction Documents. As used in this Agreement, any adverse event
that does not have a long-term effect on the Company is not a Material Adverse Effect. For purposes of this subsection, “long-term
effect” means an effect lasting more than six (6) months. The Company has no Subsidiaries, except as set forth on Schedule
3(a). 


 


(b) Authorization;
Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement, the Certificate of Designations, the Warrants, and each of the other agreements entered into by the parties
hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”)
and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents
by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation,
the issuance of the Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable
upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise
of the Warrants have been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization
is required by the Company, its board of directors or its stockholders. This Agreement and the other Transaction Documents of even
date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited
by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating
to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations
in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full
force and effect, enforceable against the Company in accordance with its terms and has not been amended.


 






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(c) Issuance of Securities.
The issuance of the Preferred Shares and the Warrants have been duly authorized and upon issuance in accordance with the terms
of the Transaction Documents shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof,
and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. Upon the
Company conducting a reverse split or increase of authorized shares in order to be able to reserve additional shares of Common
Stock within 60 days after the Closing, the Company shall reserve from its duly authorized capital stock not less than the sum
of 200% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares
(assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate
of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate
of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants
set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date
of determination, it being understood that the reservation of stock by the Company is a material obligation of the Company, and
the failure of the Company to reserve sufficient stock under this Section 3(c) within 60 days of Closing shall constitute
a default under this Agreement and entitle each Buyer to pursue all remedies available under this Agreement and the Transaction
Documents. Provided, however, that if the Company has used its best efforts to effect a reverse stock split or combination and
has filed applications with the Financial Industry Regulatory Authority (“FINRA”) the 60-day period in this Section
3(c) shall be tolled by an additional 15 days. Upon issuance or conversion in accordance with the Certificate of Designations or
the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunder,
the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from
all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to
all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth
in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under
the 1933 Act.


 


(d) No Conflicts.
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the Warrants,
and reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not (i) result in a violation of
any certificate of incorporation, any certificate of formation, any certificate of designations or other constituent documents
of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or the bylaws of the Company
or any of its Subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both
would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including foreign, federal and state laws and regulations) applicable
to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound
or affected.


 






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(e) Consents.
Neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing
or registration with, any government, court, regulatory, self-regulatory, administrative agency or commission or other governmental
agency, authority or instrumentality, domestic or foreign, of competent jurisdiction (a “Governmental Authority”)
or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction
Documents, in each case in accordance with the terms hereof or thereof, except for (i) the filing of the Certificate of Designations
with the Secretary of State of the State of Delaware, (ii) the filing of a Form D pursuant to Regulation D promulgated by the SEC
under the 1933 Act and (iii) the filings required by applicable state “blue sky”
securities laws, rules and regulations. The Company and its Subsidiaries are unaware of any facts or circumstances that might prevent
the Company from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence.


 


(f) Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the
capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby
and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, or (ii) an “affiliate”
(as defined in Rule 144) of the Company or any of its Subsidiaries. The Company further acknowledges that no Buyer is acting as
a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction
Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or
agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to
such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to
enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.


 


(g) No General Solicitation;
Placement Agent. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf,
has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with
the offer or sale of the Securities. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent
in connection with the sale of the Securities. In the event that a broker-dealer or other agent or advisory is engaged by the Company
subsequent to the initial Closing, the Company shall be responsible for the payment of any placement agent’s fees, financial
advisory fees, or brokers’ commissions (other than for persons engaged by any Buyer or its investment advisor) relating to
or arising out of the transactions contemplated hereby in connection with the sale of the Securities. The Company shall pay, and
hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket
expenses) arising in connection with any such claim.


 






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(h) No Integrated
Offering. None of the Company, its Subsidiaries, any of their affiliates, and any Person acting on their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would
require registration of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise,
or caused this offering of the Securities to require approval of stockholders of the Company for purposes of any applicable stockholder
approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system
on which any of the securities of the Company are listed or designated, but excluding stockholder consents required to authorize
and issue the Securities or waive any anti-dilution provisions in connection therewith. None of the Company, its Subsidiaries,
their affiliates and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that
would require registration of any of the Securities under the 1933 Act or cause the offering of the Securities to be integrated
with other offerings for purposes of any such applicable stockholder approval provisions.


 


(i) Dilutive Effect.
The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Preferred Shares
will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion
of the Preferred Shares in accordance with this Agreement and the Certificate of Designations, and its obligation to issue the
Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, is, in each case, not limited
by the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.


 


(j) Application of
Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in
order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation, (as defined in Section
3(r)) any certificates of designations or the laws of the jurisdiction of its formation or incorporation which is or could
become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the
Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors
have taken all necessary actions, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating
to accumulations of beneficial ownership of Common Stock or a change in control of the Company.


 


(k) Material Liabilities;
Financial Statements. Except as set forth on Schedule 3(k), the Company has no liabilities or obligations, absolute
or contingent (individually or in the aggregate), except (i) liabilities and obligations incurred after December 31, 2018 in the
ordinary course of business that are not material and (ii) obligations under contracts made in the ordinary course of business
that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principles
as applied in the United States, consistently applied for the periods covered thereby (“GAAP”). The financial
statements of the Company delivered to the Buyers on or prior to the Execution Date are a correct and complete copy of the audited
financial statements (including, in each case, any related notes thereto) of the Company and its Subsidiaries, on a consolidated
basis, for the fiscal years ended March 31, 2018 and 2017, which have been filed with the SEC (the “Financial Statements”),
and such statements fairly present in all material respects the financial position of the Company and its Subsidiaries, on a consolidated
basis, at the respective dates thereof and the results of its operations and cash flows for the periods indicated. The Financial
Statements do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading,
except as disclosed on Schedule 3(k).


 






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(l) Absence of Certain
Changes. Except as disclosed on Schedule 3(l), since April 1, 2018, except as disclosed in the Company’s Annual
Report on Form 10-K filed with the SEC on June 29, 2018 (the “10-K”), there has been no material adverse change
and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results
of operations or prospects of the Company or its Subsidiaries. Without limiting the generality of the foregoing, neither the Company
nor any of its Subsidiaries has:


 


(i) declared, set aside
or paid any dividend or other distribution with respect to any shares of capital stock of the Company or any of its Subsidiaries
or any direct or indirect redemption, purchase or other acquisition of any such shares;


 


(ii) sold, assigned,
pledged, encumbered, transferred or otherwise disposed of any tangible asset of the Company or any of its Subsidiaries (other than
sales or the licensing of its products to customers in the ordinary course of business consistent with past practice), or sold,
assigned, pledged, encumbered, transferred or otherwise disposed of any Intellectual Property (other than licensing of products
of the Company or its Subsidiaries in the ordinary course of business and on a non-exclusive basis);


 


(iii) entered into
any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as hereinafter defined)
other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to
any licensing agreement filed or required to be filed with respect to any Governmental Authority;


 


(iv) made any capital
expenditures, individually or in the aggregate, in excess of $100,000;


 


(v) incurred any obligation
or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) incurred by the Company or
any of its Subsidiaries, in excess of $100,000 individually, other than obligations under customer contracts, current obligations
and liabilities, in each case incurred in the ordinary course of business and consistent with past practice;


 


(vi) incurred any Lien
on any property of the Company or any of its Subsidiaries except for Permitted Liens and Liens in existence on the date of this
Agreement that are described on Schedules 3(m) or 3(s);


 


(vii) made any payment,
discharge, satisfaction or settlement of any suit, action, claim, arbitration, proceeding or obligation of the Company or any of
its Subsidiaries, except in the ordinary course of business and consistent with past practice;


 


(viii) effected any
split, combination or reclassification of any equity securities;


 






    10


     


    

 


(ix) sustained any
material loss, destruction or damage to any property of the Company or any Subsidiary, whether or not insured;


 


(x) effected any acceleration
or prepayment of any Indebtedness (as defined below) for borrowed money or the refunding of any such Indebtedness;


 


(xi) experienced any
labor trouble involving the Company or any Subsidiary or any material change in their personnel or the terms and conditions of
employment;


 


(xii) made any waiver
of any valuable right, whether by contract or otherwise;


 


(xiii) except as disclosed
in Schedule 3(q), made any loan or extension of credit to any officer or employee of the Company;


 


(xiv) made any change
in the independent public accountants of the Company or its Subsidiaries or any material change in the accounting methods or accounting
practices followed by the Company or its Subsidiaries, as applicable, or any material change in depreciation or amortization policies
or rates;


 


(xv) experienced any
resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries;


 


(xvi) effected any
change in any compensation arrangement or agreement with any employee, officer, director or stockholder that would result in the
aggregate compensation to such Person in such year to exceed $100,000, except as disclosed on Schedule 3(l)(xvi);


 


(xvii) effected any
material increase in the compensation of employees of the Company or its Subsidiaries (including any increase pursuant to any written
bonus, pension, profit sharing or other benefit or compensation plan, policy or arrangement or commitment), or any increase in
any such compensation or bonus payable to any officer, stockholder, director, consultant or agent of the Company or any of its
Subsidiaries having an annual salary or remuneration in excess of $100,000, except as disclosed on Schedule 3(l)(xvii);


 


(xviii) made any revaluation
of any of their respective assets, including, without limitation, writing down the value of capitalized inventory or writing off
notes or accounts receivable or any sale of assets other than in the ordinary course of business;


 


(xix) effected any
acquisition or disposition of any material assets (or any contract or arrangement therefor), or any other material transaction
by the Company or any Subsidiary otherwise than for fair value in the ordinary course of business;


 


(xx) written-down the
value of any asset of the Company or its Subsidiaries or written-off as uncollectible of any accounts or notes receivable or any
portion thereof except in the ordinary course of business and in a magnitude consistent with historical practice;


 






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(xxi) cancelled any
debts or claims or any material amendment, termination or waiver of any rights of the Company or its Subsidiaries; or


 


(xxii) entered into
any agreement, whether in writing or otherwise, to take any of the actions specified in the foregoing items (i) through
(xxii), except as disclosed on Schedule 3(l)(xxii).


 


Neither the Company nor any of its Subsidiaries
has taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any Knowledge or reason to believe
that its creditors intend to initiate involuntary bankruptcy proceedings or any Knowledge of any fact that would reasonably lead
a creditor to do so.


 


(m) No Undisclosed
Events, Liabilities, Developments or Circumstances. Except as set forth in Schedule 3(m) hereto, the Company and its
Subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise and
whether due or to become due) other than those liabilities or obligations that are disclosed in the Financial Statements or which
do not exceed, individually in excess of $30,000 and in the aggregate in excess of $100,000. The reserves, if any, established
by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on
the Execution Date and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting
Standard No. 5 of the Financial Accounting Standards Board which are not provided for in the Financial Statements.


 


(n) Conduct of Business;
Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its
Certificate of Incorporation, the Certificate of Designations, any other certificate of designation, preferences or rights of any
other outstanding series of preferred stock of the Company or the Bylaws (as defined in Section 3(r)) or their organizational
charter or Certificate of Incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation
of any judgment, decree or order or any statute, ordinance, rule or regulation (each a “Legal Requirement”)
applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business
in violation of any of the foregoing, except for possible violations which could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. The Company and its Subsidiaries possess all certificates, authorizations and permits
issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to
possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect,
and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification
of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding
upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or could reasonably
be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries,
any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries
as currently conducted other than such effects, individually or in the aggregate, which have not had and could not reasonably be
expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.


 






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(o) Foreign Corrupt
Practices. Neither the Company nor any of its Subsidiaries nor any director, officer, agent, employee or other Person acting
on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company or any
of its Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses
relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official
or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act
of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to
any foreign or domestic government official or employee.


 


(p) Management.
During the past five year period (or two year period for former officers or directors), no current or former officer or director
or, to the Knowledge of the Company, stockholder of the Company or any of its Subsidiaries has been the subject of:


 


(i) a petition under
bankruptcy laws or any other insolvency or moratorium law or has a receiver, fiscal agent or similar officer been appointed by
a court for such Person, or any partnership in which such person was a general partner at or within two years before the time of
such filing, or any corporation or business association of which such person was an executive officer at or within two years before
the time of such filing;


 


(ii) a conviction in
a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not relate to driving
while intoxicated or driving under the influence);


 


(iii) any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining any such person from, or otherwise limiting, the following activities:


 


(1) Acting as a futures
commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of
the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or
employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct
or practice in connection with such activity;


 


(2) Engaging in any type
of business practice; or


 


(3) Engaging in any activity
in connection with the purchase or sale of any security or commodity or in connection with any violation of securities laws or
commodities laws;


 


(iv) any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting for more
than 60 days the right of any such person to engage in any activity described in the preceding sub paragraph, or to be associated
with persons engaged in any such activity;


 






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(v) a finding by a
court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities law, regulation
or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently reversed,
suspended or vacated; or


 


(vi) a finding by a
court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities
law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated.


 


(q) Transactions With
Affiliates. Except as set forth on Schedule 3(q), no current employee, director, officer or, to the Knowledge of the
Company, any former employee, director or officer, any stockholder of the Company or its Subsidiaries, affiliate of any thereof
who occupied such role during the past 12 months, or any relative with a relationship no more remote than first cousin of any of
the foregoing, is presently, or has ever been in the last 12 months, (i) a party to any transaction with the Company or its Subsidiaries
(including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal
property from, or otherwise requiring payments to, any such director, officer or stockholder or such associate or affiliate or
relative (but excluding any employment or consulting contract with the Company) or (ii) the direct or indirect owner of an interest
in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Company or its
Subsidiaries (except for a passive investment (direct or indirect) in less than 5% of the common stock of a company whose securities
are publicly traded on or quoted), nor does any such Person receive income from any source other than the Company or its Subsidiaries
which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries.
As used in this Agreement, Knowledge means the actual or constructive knowledge of Miles Jennings. Except as set forth on Schedule
3(q), no employee, officer, stockholder or director of the Company or any of its Subsidiaries or member of his or her immediate
family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted
(or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered,
(ii) reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee benefits made
generally available to all employees or executives (including stock option agreements outstanding under any stock option plan approved
by the board of directors of the Company).


 






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(r) Equity Capitalization.
As of the Execution Date, after giving effect to the Acquisitions, as defined below, and the exchange of the Company’s outstanding
Series A, Series A-1, Series C, Series C-1 Convertible Preferred Stock, certain warrants and certain convertible notes for shares
of Series D Preferred Stock, the authorized capital stock of the Company consists of (i) 250,000,000 shares of Common Stock, of
which as of the Execution Date, 139,830,306 are issued and outstanding, 3,705,000 are reserved for issuance pursuant to the Company’s
stock option and purchase plans, (ii) 4,270,939 shares of Preferred Stock including Series A, Series A-1, Series B, Series C, Series
C-1, Series E, and Series F Convertible Preferred Stock, $0.0001 par value per share; of which as of the Execution Date 1,363,445
shares are issued and outstanding, (iii) 500,000 Shares of Series D Convertible Preferred Stock, of which a total of 45,000 shares
are to be issued to the Buyers pursuant to Section 1(a)(i), and (iv) 5,229,061 shares of undesignated preferred stock, $0.0001
par value per share, of which as of the Execution Date, no shares are issued and outstanding. All of the Company’s outstanding
shares have been, or upon issuance will be, validly issued and fully paid and nonassessable. The capitalization of the Company
immediately prior to the Closing Date is set forth on Schedule 3(r)(A) attached hereto and the capitalization of the Company
immediately following the Closing Date is set forth on Schedule 3(r)(B) attached hereto. Except as disclosed in the 10-K
or in Schedule 3(r)(C): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar
rights or any liens or encumbrances suffered or permitted by the Company; (ii) there are no outstanding options, warrants, scrip,
rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into,
or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings
or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the
Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or
any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements,
documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its
Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either
singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements
under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933
Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption
or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities
or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii)
the Company has not issued any stock appreciation rights or “phantom stock” or any similar rights; and (ix) the Company
and its Subsidiaries have no liabilities or obligations required to be disclosed in the Financial Statements in accordance with
GAAP but not so disclosed in the Financial Statements. The Company has furnished to the Buyers true, correct and complete copies
of the Company’s certificate of incorporation, as amended and as in effect on the date hereof (the “Certificate
of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”),
and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights
of the holders thereof in respect thereto.


 






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(s) Indebtedness and
Other Contracts. Except for Permitted Liens and as disclosed on Schedule 3(s), neither the Company nor any of its Subsidiaries
(i) has any outstanding Indebtedness (as defined below), (ii) is a party to any contract, agreement or instrument, the violation
of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected
to result in a Material Adverse Effect, (iii) is in violation of any term of or in default under any contract, agreement or instrument
relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in
a Material Adverse Effect, or (iv) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance
of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Schedule 3(s)
provides a description of the material terms of any such outstanding Indebtedness. For purposes of this Agreement: (x) “Indebtedness”
of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed
as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance
with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement
or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced
by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention
agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness
(even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession
or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in GAAP, consistently applied
for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F)
above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by)
any mortgage, deed of trust, lien, pledge, charge, security interest, easement, covenant, right of way, restriction, equity or
encumbrance of any nature whatsoever in or upon any property or assets (including accounts and contract rights) with respect to
any asset (a “Lien”) owned by any Person, even though the Person which owns such assets or property has not
assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or
obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation”
means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness,
lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability,
or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged,
or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole
or in part) against loss with respect thereto.


 


(t) Absence of Litigation.
There is no action, suit, arbitration or other legal, administrative or other governmental investigation, inquiry or proceeding
(whether federal, state, local or foreign) pending or, to the best of the Company’s Knowledge, threatened against or affecting
the Company or any of its Subsidiaries or any of their respective properties, assets, capital stock or businesses or any of the
Company’s or any of its Subsidiaries’ officers or directors. After reasonable inquiry of its employees, the Company
is not aware of any fact which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry
or other proceeding. Neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment, injunction, decree,
determination or award of any Governmental Authority.


 


(u) Employee Matters;
Benefit Plans.


 


(i) The employment
of each officer and employee of the Company is terminable at the will of the Company, except as disclosed on Schedule 3(u)(i).
The Company and its Subsidiaries have complied in all material respects with all applicable laws relating to wages, hours, equal
opportunity, collective bargaining, workers’ compensation insurance and the payment of social security and other taxes. Except
as disclosed on Schedule 3(u)(i), (i) the Company is not aware that any officer, key employee or group of employees intends to
terminate his, her or their employment with the Company or its Subsidiaries, as the case may be, nor does (ii) the Company have
a present intention, or know of a present intention of its Subsidiaries, to terminate the employment of any officer, key employee
or group of employees. There are no pending or, to the Knowledge of the Company, threatened employment discrimination charges or
complaints against or involving the Company or its Subsidiaries before any federal, state, or local board, department, commission
or agency, or unfair labor practice charges or complaints, disputes or grievances affecting the Company or its Subsidiaries.


 






    16


     


    

 


(ii) Since the Company’s
inception, to the Knowledge of the Company neither the Company nor its Subsidiaries has experienced any labor disputes, union organization
attempts or work stoppage due to labor disagreements. There are no unfair labor practice charges or complaints against the Company
or its Subsidiaries pending, or to the Knowledge of the Company, threatened before the National Labor Relations Board or any comparable
state agency or authority. There are no written or oral contracts, commitments, agreements, understandings or other arrangements
with any labor organization, nor work rules or practices agreed to with any labor organization or employee association, applicable
to employees of the Company or any of its Subsidiaries, nor is the Company or its Subsidiaries a party to, or bound by, any collective
bargaining or similar agreement; there is not, and since the Company’s inception there has not been, any representation of
the employees of the Company or its Subsidiaries by any labor organization and, to the Knowledge of the Company, there are no union
organizing activities among the employees of the Company or its Subsidiaries, and to the Knowledge of the Company, no question
concerning representation has been raised or is threatened respecting the employees of the Company or its Subsidiaries.


 


(iii) Schedule 3(u)(iii)
contains a true, correct and complete list of each pension, retirement, savings, deferred compensation and profit-sharing plan
and each stock option, stock appreciation, stock purchase, performance share, bonus or other incentive plan, severance plan, health,
group insurance or other welfare plan, or other similar plan (whether written or otherwise) and any “employee benefit plan”
within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
under which the Company has any current or future obligation or liability (including any potential, contingent or secondary liability
under Title IV of ERISA) or under which any employee or former employee (or beneficiary of any employee or former employee) of
the Company has or may have any current or future right to benefits (the term “plan” shall include any contract, agreement
(including an employment or independent contractor agreement), policy or understanding, each such plan being hereinafter referred
to in this Agreement individually as a “Benefit Plan”). The Company has delivered to each Buyer true, correct
and complete copies of (i) each material Benefit Plan, including any amendments thereto, (ii) the summary plan description, if
any, for each Benefit Plan, including any summaries of material modifications made since the most recent summary plan description,
(iii) the latest annual report which has been filed with the Internal Revenue Service (the “IRS”) for each Benefit
Plan required to file an annual report, and (iv) the most recent IRS determination letter for each Benefit Plan that is a pension
plan (as defined in ERISA) intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the
“Code”). Each Benefit Plan intended to be tax qualified under Sections 401(a) and 501(a) of the Code is and
has been determined by the IRS to be tax qualified under Sections 401(a) and 501(a) of the Code and, since such determination,
no amendment to or failure to amend any such Benefit Plan and no other event or circumstance has occurred that could reasonably
be expected to adversely affect its tax qualified status.


 






    17


     


    

 


(iv) There are no actions,
claims, audits, lawsuits or arbitrations pending, or, to the Knowledge of the Company, threatened, with respect to any Benefit
Plan or the assets of any Benefit Plan. Each Benefit Plan has been administered in all material respects in accordance with its
terms and with all applicable Legal Requirements (including, without limitation, the Code and ERISA).


 


(v) Except as set forth
on Schedule 3(u)(v), the consummation of the transactions contemplated by this Agreement will not (1) entitle any employee
or independent contractor of the Company or its Subsidiaries to severance pay or termination benefits, (2) accelerate the time
of payment or vesting, or increase the amount of compensation due to any current or former employee or independent contractor of
the Company or its Subsidiaries, (3) obligate the Company or any of its affiliates to pay or otherwise be liable for any compensation,
vacation days, pension contribution or other benefits to any current or former employee, consultant, agent or independent contractor
of the Company or its Subsidiaries for periods before the Closing Date, (4) require assets to be set aside or other forms of security
to be provided with respect to any liability under a Benefit Plan, or (5) result in any “parachute payment” (within
the meaning of Section 280G of the Code) under any Benefit Plan.


 


(vi) No Benefit Plan
is subject to the provisions of Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA. No Benefit Plan is subject
to Title IV of ERISA and no Benefit Plan is a “multiemployer plan” (within the meaning of Section 3(37) of ERISA).
Since inception, neither the Company, its Subsidiaries, nor any business or entity treated as a single employer with the Company
or its Subsidiaries for purposes of Title IV of ERISA contributed to or was obliged to contribute to a pension plan that was at
any time subject to Title IV of ERISA.


 


(vii) No Benefit Plan
has provided, been required to provide, provides or is required to provide, at any time in the past, present, or future, health,
medical, dental, accident, disability, death or survivor benefits to or in respect of any Person beyond one year following termination
of employment, except to the extent required under any state insurance law or under Part 6 of Subtitle B of Title I of ERISA and
under Section 4980B of the Code. No Benefit Plan covers any individual that is not an employee or advisor of the Company or its
Subsidiaries, other than spouses and dependents of employees under health and child care policies listed in Schedule 3(u)(vii),
true and complete copies of which have been made available to each Buyer.


 


Except as otherwise permitted pursuant
to employment agreements with the Company disclosed to the Buyers, each officer of the Company is currently devoting all of such
officer’s business time to the conduct of the business of the Company. Except as otherwise permitted pursuant to employment
agreements with the Company disclosed to the Buyers, the Company is not aware of any officer or key employee of the Company or
any of its Subsidiaries planning to work less than full time at the Company or its Subsidiaries in the future.


 






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(v) Assets; Title.


 


(i) Except as disclosed
on Schedule 3(v)(i), each of the Company and its Subsidiaries has good and valid title to, a valid license to, or a valid
leasehold interest in, as applicable, all of its properties and assets, free and clear of all Liens except (i) any Lien for taxes
not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established
in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of business by operation of law with respect to
a liability that is not yet due or delinquent, (iii) any Lien created by operation of law, such as materialmen’s liens, mechanics’
liens and other similar liens, arising in the ordinary course of business with respect to a liability that is not yet due or delinquent
or that are being contested in good faith by appropriate proceedings, and (iv) such as have been terminated in the ordinary course
of business (collectively, “Permitted Liens”). To the Company’s Knowledge, all tangible personal property
owned by the Company and its Subsidiaries has been maintained in good operating condition and repair, except (x) for ordinary wear
and tear, and (y) where such failure would not have a Material Adverse Effect. To the Company’s Knowledge, all assets leased
by the Company or any of its Subsidiaries are in the condition required by the terms of the lease applicable thereto during the
term of such lease and upon the expiration thereof. To the Company’s Knowledge, the Company and its Subsidiaries have good
and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which
is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects.
Any real property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting
and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made
of such property and buildings by the Company and its Subsidiaries.


 


(ii) Schedule 3(v)(ii)
sets forth a complete list of all real property and interests in real property, leased by the Company as of the Execution Date.
The Company has good and valid leasehold interest in all real property and interests in real property shown on Schedule 3(v)(ii)
to be leased by it free and clear of all Liens except for Permitted Liens or where such Liens would not have a Material Adverse
Effect. Except as set forth on Schedule 3(v)(ii), there exists no default, or any event which upon notice or the passage
of time, or both, would give rise to any default, in the performance of the Company or by any lessor under any such lease, nor,
to the Knowledge of the Company, is the landlord of any such lease in default except where any such default would not have a Material
Adverse Effect.


 


(w) Intellectual Property.


 


(i) Except as set forth
on Schedule 3(w)(i), the Company and its Subsidiaries own all right, title and interest in and to, or have a valid and enforceable
license to use all the Intellectual Property used by them in connection with the their respective businesses, which, to the Company’s
Knowledge, represents all intellectual property rights necessary to the conduct of the Company’s business as now conducted.
To the Company’s Knowledge, the Company and its Subsidiaries are in material compliance with all contractual obligations
relating to the protection of such of the Intellectual Property as they use pursuant to license or other agreement. To the Company’s
Knowledge, the conduct of the business of the Company and its Subsidiaries as currently conducted or contemplated does not conflict
with or infringe any proprietary right or Intellectual Property of any third party, including, without limitation, the transmission,
reproduction, use, display or modification of any content or material (including framing, and linking web site content) on a web
site, bulletin board or other like medium hosted by or on behalf of the Company or any of its Subsidiaries, except for such infringements
and conflicts which could not reasonably be expected to have a Material Adverse Effect. To the Company’s Knowledge, there
is no claim, suit, action or proceeding pending or, to the Knowledge of the Company, threatened against the Company or any Subsidiary:
(i) alleging any such conflict or infringement with any third party’s proprietary rights; or (ii) challenging the Company’s
or any Subsidiary’s ownership or use of, or the validity or enforceability of any Intellectual Property.


 






    19


     


    

 


(ii) Schedule 3(w)(ii)
sets forth a complete and current list of registered trademarks or copyrights, issued patents, applications thereof, or other forms
of registration anywhere in the world that is owned by the Company or a Subsidiary (“Listed Intellectual Property”)
and the owner of record, date of application or issuance and relevant jurisdiction as to each. To the Company’s Knowledge,
all Listed Intellectual Property is owned by the Company or a Subsidiary, free and clear of security interests, liens, encumbrances
or claims of any nature. To the Company’s Knowledge, all Listed Intellectual Property is valid, subsisting, unexpired, in
proper form and enforceable and all renewal fees and other maintenance fees that have fallen due on or prior to the Execution Date
have been paid. To the Company’s Knowledge, no Listed Intellectual Property is the subject of any proceeding before any governmental,
registration or other authority in any jurisdiction, including any office action or other form of preliminary or final refusal
of registration, except as noted on Schedule 3(w)(ii). To the Company’s Knowledge, the consummation of the transactions
contemplated hereby will not alter or impair in any material respect any Intellectual Property that is owned or licensed by the
Company or a Subsidiary.


 


(iii) Schedule 3(w)(iii)
sets forth a complete list of all material agreements relating to Intellectual Property to which the Company or a Subsidiary is
a party, subject or bound (the “Intellectual Property Contracts”) (other than agreements involving (A) the license
of the Company of standard, generally commercially available “off-the-shelf” third party products or (B) non-disclosure
agreements). To the Company’s Knowledge, each Intellectual Property Contract: (i) is valid and binding on the Company or
a Subsidiary, as the case may be, and, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect
and (ii) upon consummation of the transactions contemplated hereby shall continue in full force and effect without penalty or other
adverse consequence.


 


(iv) To the Company’s
Knowledge, and except as disclosed on Schedule 3(w)(iv), the Company and its Subsidiaries are not under any obligation to
pay royalties or other payments in connection with any agreement, nor restricted from assigning their rights respecting Intellectual
Property nor will the Company or any Subsidiary otherwise be, as a result of the execution and delivery of this Agreement or the
performance of the Company’s obligations under this Agreement, in material breach of any agreement relating to the Intellectual
Property.


 


(v) To the Company’s
Knowledge, and except as disclosed on Schedule 3(w)(v), no present or former employee, officer or director of the Company
or any Subsidiary, or agent or outside contractor of the Company or any Subsidiary, holds any right, title or interest, directly
or indirectly, in whole or in part, in or to any Intellectual Property that is owned or licensed by the Company or any Subsidiary.


 


(vi) To the Company’s
Knowledge, and except as disclosed on Schedule 3(w)(vi): (i) none of the Listed Intellectual Property has been used, disclosed
or appropriated to the detriment of the Company or any Subsidiary for the benefit of any Person other than the Company; and (ii)
no employee, independent contractor or agent of the Company or any Subsidiary has misappropriated any trade secrets or other confidential
information of any other Person in the course of the performance of his or her duties as an employee, independent contractor or
agent of the Company or any Subsidiary that would reasonably be expected to have a Material Adverse Effect.


 






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(vii) To the Company’s
Knowledge, and except as disclosed on Schedule 3(w)(vii), any programs, modifications, enhancements or other inventions,
improvements, discoveries, methods or works of authorship (“Works”) that were created by employees of the Company
or any Subsidiary were made in the regular course of such employees’ employment or service relationships with the Company
or its Subsidiary using the Company’s or the Subsidiary’s facilities and resources and, as such, constitute either
works made for hire or all rights and title to and in such Works have been fully assigned to the Company or a Subsidiary.


 


(viii) For the purpose
of this Section 3(w), “Intellectual Property” shall mean all of the following: (A) trademarks and service
marks, trade dress, product configurations, trade names and other indications of origin, applications or registrations in any jurisdiction
pertaining to the foregoing and all goodwill associated therewith; (B) inventions, discoveries, improvements, ideas, know-how,
formula methodology, processes, technology, software (including password unprotected interpretive code or source code, object code,
development documentation, programming tools, drawings, specifications and data) and applications and patents in any jurisdiction
pertaining to the foregoing, including re-issues, continuations, divisions, continuations-in-part, renewals or extensions; (C)
trade secrets, including confidential information and the right in any jurisdiction to limit the use or disclosure thereof; (D)
copyrights in writings, designs software, mask works or other works, applications or registrations in any jurisdiction for the
foregoing and all moral rights related thereto; (E) database rights; (F) Internet Web sites, domain names and applications and
registrations pertaining thereto and all intellectual property used in connection with or contained in all versions of the Company’s
Web sites; (G) rights under all agreements relating to the foregoing; (H) books and records pertaining to the foregoing; and (I)
claims or causes of action arising out of or related to past, present or future infringement or misappropriation of the foregoing.


 


(x) Environmental
Laws. To its Knowledge, the Company and its Subsidiaries (i) are in compliance with any and all Environmental Laws (as hereinafter
defined), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval where,
in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually
or in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all federal, state, local
or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient
air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions,
discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes
(collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes,
decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations
issued, entered, promulgated or approved thereunder.


 






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(y) Subsidiary Rights.
The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law)
to receive dividends and distributions on, all equity securities of its Subsidiaries as owned by the Company or such Subsidiary.


 


(z) Tax Status.


 


(i) Except as disclosed
on Schedule 3(z), each of the Company and its Subsidiaries has filed or caused to be filed in a timely manner (within any
applicable extension periods) and in the appropriate jurisdictions all material returns, reports, information statements and other
documentation (including any additional or supporting materials) filed or maintained, or required to be filed or maintained, in
connection with the calculation, determination, assessment or collection of any and all federal, state, local, foreign and other
taxes, levies, fees, imposts, duties, governmental fees and charges of whatever kind (including any interest, penalties or additions
to the tax imposed in connection therewith or with respect thereto), including, without limitation, taxes imposed on, or measured
by, income, franchise, profits, gross income or gross receipts, and also ad valorem, value added, sales, use, service, real
or personal property, capital stock, stock transfer, license, payroll, withholding, employment, social security, workers’
compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits,
environmental, transfer and gains taxes and customs duties (each a “Tax”) and shall include amended returns
required as a result of examination adjustments made by the IRS or other Governmental Authority responsible for the imposition
of any Tax (collectively, the “Returns”) and, to the Company’s Knowledge, such Returns are true, correct
and complete in all material respects.


 


(ii) To the Company’s
Knowledge, each of the Company and its Subsidiaries has paid all material Taxes and other assessments due from and payable by the
Company and its Subsidiaries on or prior to the date hereof on a timely basis except as to those set forth in Schedule 3(z)(ii).
The charges, accruals, and reserves for Taxes with respect to the Company and its Subsidiaries are adequate to cover Tax liabilities
of the Company and its Subsidiaries accruing throughout the Execution Date. To the Company’s Knowledge, and except as set
forth in Schedule 3(z)(ii), each of the Company and its Subsidiaries has complied in all material respects with all applicable
Legal Requirements relating to the payment and withholding of Taxes (including withholding and reporting requirements under Sections
1441 through 1464, 3401 through 3406, and 6041 and 6049 of the Code and similar provisions under any other applicable Legal Requirements)
and, within the time and in the manner prescribed by law, to the Company’s Knowledge, has withheld from wages, fees and other
payments and paid over to the proper governmental or regulatory authorities all amounts required. To the Company’s Knowledge,
and except as set forth in Schedule 3(z)(ii), neither the Company nor any of its Subsidiaries has received notice of assessment
or proposed assessment of any Taxes claimed to be owed by it or any other Person on its behalf. To the Company’s Knowledge,
and except as set forth in Schedule 3(z)(ii), no Returns filed by or on behalf of the Company or any of its Subsidiaries
with respect to Taxes are currently being audited or examined. To the Company’s Knowledge, and except as set forth in Schedule
3(z)(ii), neither the Company nor any of its Subsidiaries has received notice of any such audit or examination. To the Company’s
Knowledge, and except as set forth in Schedule 3(z)(ii), no issue has been raised by any taxing authority with respect to
the Company or any of its Subsidiaries in any audit or examination which, by application of similar principles, would reasonably
be expected to result in a proposed material adjustment to the liability for Taxes for any period not so examined.


 






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(iii) To the Company’s
Knowledge, no known Liens have been filed and no claims are being asserted by or against the Company or any of its Subsidiaries
with respect to any Taxes (other than Liens for Taxes not yet due and payable). Neither the Company nor any of its Subsidiaries
has elected pursuant to the Code to be treated as an S corporation or any comparable provision of local, state or foreign law,
or has made any other elections pursuant to the Code (other than elections that relate solely to entity classification, methods
of accounting, depreciation, or amortization) that would have a material effect on the business, properties, prospects, or financial
condition of the Company and its Subsidiaries, individually or in the aggregate.


 


(iv) To the Company’s
Knowledge, no claim has ever been made, or, to the Knowledge of the Company, is threatened or pending, by any authority in a jurisdiction
where the Company or any of its Subsidiaries, respectively, does not file Returns, and, to the Company’s Knowledge, neither
the Company nor any of its Subsidiaries has received any notice or request for information from any such authority. Neither the
Company nor any of its Subsidiaries has been a member of an affiliated group (as defined in Section 1504(a) of the Code) or filed
or been included in a combined, consolidated or unitary income tax return other than the affiliated group of which the Company
is currently the common parent. To the Company’s Knowledge, neither the Company nor any of its Subsidiaries is required to
include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting methods initiated
by the Company or any of its Subsidiaries, and to the Company’s Knowledge, no Governmental Authority has proposed an adjustment
or change in accounting method. To the Company’s Knowledge, all transactions or methods of accounting that could give rise
to a substantial understatement of federal income tax as described in Section 6662(d)(2)(B)(i) of the Code have been adequately
disclosed on the Company’s and its Subsidiaries’ federal income tax returns in accordance with Section 6662(d)(2)(B)
of the Code. To the Company’s Knowledge, neither the Company nor any of its Subsidiaries is a party to any Tax sharing or
Tax indemnity agreement or any other agreement of a similar nature that remains in effect. To the Company’s Knowledge, neither
the Company nor any of its Subsidiaries has consented to any waiver of the statute of limitations for the assessment of any Taxes
or has requested any extension of time for the payment of any Taxes. To the Company’s Knowledge, neither the Company nor
any of its Subsidiaries has ever held a material beneficial interest in any other Person, other than those listed in Schedule
3(z)(iv). To the Company’s Knowledge, neither the Company nor any of its Subsidiaries is obligated to make, nor as a
result of any event connected with the transactions contemplated by this Agreement will become obligated to make, any payment that
would not be deductible under Section 280G of the Code. Neither the Company nor any Subsidiary of the Company is a “passive
foreign investment company” within the meaning of Section 1296 of the Code (a “PFIC”), and the Company
does not anticipate that the Company or any additional foreign Subsidiary will become a PFIC in the foreseeable future.


 


(aa) Internal Accounting
and Disclosure Controls. The Company and each of its Subsidiaries maintain a system of internal
accounting controls appropriate for its size. However, the Company’s internal controls and disclosure controls are
not effective as disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on June 29, 2018.


 






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(bb) Off Balance Sheet
Arrangements. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or other
off balance sheet entity that is not disclosed by the Company in its Financial Statements or that otherwise would be reasonably
likely to have a Material Adverse Effect.


 


(cc) Investment Company
Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,”
a company controlled by an “investment company” or an “affiliated person” of, or “promoter”
or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company
Act of 1940, as amended.


 


(dd) Illegal or Unauthorized
Payments; Political Contributions. Neither the Company or any of its Subsidiaries nor, to the best of the Company’s Knowledge
(after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents or other representatives
of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company or any Subsidiary is
or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money,
property, or services, whether or not in contravention of applicable law, (a) as a kickback or bribe to any Person or (b) to any
political organization, or the holder of or any aspirant to any elective or appointive public office except for personal political
contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.


 


(ee) Transfer Taxes.
On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection
with the sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided
for by the Company, and all laws imposing such taxes will be or will have been complied with.


 


(ff) Books and Records.
To the Company’s knowledge, the books of account, ledgers, order books, records and documents of the Company and its Subsidiaries
accurately and completely reflect all information relating to the respective businesses of the Company and its Subsidiaries, the
nature, acquisition, maintenance, location and collection of each of their respective assets, and the nature of all transactions
giving rise to material obligations or accounts receivable of the Company or its Subsidiaries, as the case may be, except where
the failure to so reflect such information would not have a Material Adverse Effect. To the Company’s Knowledge, the minute
books of the Company and its Subsidiaries contain accurate records in all material respects of all meetings and accurately reflect
all other actions taken by the stockholders, boards of directors and all committees of the boards of directors, and other governing
Persons of the Company and its Subsidiaries, respectively.


 


(gg) Money Laundering.
The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA PATRIOT ACT of 2001 (the “PATRIOT
Act”) and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited
to, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control
(“OFAC”), including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079
(2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V (collectively, the “Anti-Money Laundering/OFAC
Laws”).


 






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(hh) Acknowledgement
Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company (a) (i) that none of the Buyers
have been asked by the Company or its Subsidiaries to agree, nor has any Buyer agreed with the Company or its Subsidiaries, to
desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on
securities issued by the Company or to hold the Securities for any specified term; and (ii) that each Buyer shall not be deemed
to have any affiliation with or control over any arm’s length counter party in any “derivative” transaction.
The Company further understands and acknowledges that one or more Buyers may engage in hedging and/or trading activities at various
times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of
the Conversion Shares and/or the Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can
reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or
trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do
not constitute a breach of any of the Transaction Documents.


 


(ii) U.S. Real Property
Holding Corporation. The Company is not, has never been, and so long as any Securities remain outstanding, shall not become,
a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and
the Company shall so certify upon any Buyer’s request.


 


(jj) Bank Holding
Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended
(the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five
percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total
equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any
of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that
is subject to the BHCA and to regulation by the Federal Reserve.


 


(kk) Shell Company
Status. The Company is not an issuer identified in Rule 144(i)(1) of the 1933 Act.


 


(ll) No Disqualification
Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506 under the 1933 Act (“Regulation
D Securities”), 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 1933 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 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 Buyers a copy of any disclosures provided thereunder.


 






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(mm) Other Covered
Persons. The Company is not aware of any Person (other than any Issuer Covered Person) that has been or will be paid (directly
or indirectly) remuneration for solicitation of Buyers or potential purchasers in connection with the sale of any Regulation D
Securities.


 


(nn) Disclosure.
The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions
in securities of the Company. No statement made by the Company in this Agreement, any other Transaction Document or the Exhibits
and Schedules attached hereto or in any certificate or schedule furnished or to be furnished by or on behalf of the Company
to the Investors or any of their representatives in connection with the transactions contemplated hereby contains any untrue statement
of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not
misleading. The due diligence materials previously provided by or on behalf of the Company to each Buyer (the “Due Diligence
Materials”), have been prepared in a good faith effort by the Company to describe the Company’s present and proposed
products, and projected growth and the Company and do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein not misleading, except that with respect to assumptions, projections and expressions
of opinion or predictions contained in the Due Diligence Materials, the Company represents only that such assumptions, projections,
expressions of opinion and predictions were made in good faith and that the Company believes there is a reasonable basis therefor.
To the Company’s Knowledge, the Due Diligence Materials contain all material agreements of the Company and its Subsidiaries
and no material agreements of the Company or its Subsidiaries exist other than those provided in the Due Diligence Materials. The
Company acknowledges and agrees that no Buyer participated in the preparation of, or has any responsibility for, the content of
any Due Diligence Materials.


 


(oo) Absence of Schedules.
In the event that on the Closing Date, the Company does not deliver and attached hereto any disclosure schedule contemplated by
this Agreement, the Company hereby acknowledges and agrees that (i) each such undelivered disclosure schedule shall be deemed to
read as follows: “Nothing to Disclose”, and (ii) each Buyer has not otherwise waived delivery of such disclosure schedule.


 


4. COVENANTS.


 


(a) Best Efforts.
Each party shall use its best efforts to timely satisfy each of the covenants below and the conditions to be satisfied by it as
provided in Sections 6 and 7 of this Agreement.


 


(b) Use of Proceeds.
The Company shall use the proceeds from the sale of the Securities for working capital and other general corporate purposes in
connection with or following the acquisitions of Recruiter.com, Inc. and Genesys Talent LLC (the “Acquisitions”)
and shall not, directly or indirectly, use such proceeds for any loan or advances to, or investment in, any of its officers, directors
or affiliates or any other corporation, partnership, enterprise or other Person, except with respect to the Acquisitions.


 






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(c) Reporting Status.
Until the date on which a Buyer or any transferee or assignee thereof to whom a Buyer assigns its rights as a holder of Securities
under this Agreement and/or the Certificate of Designations (each an “Investor”, and collectively, the “Investors”)
shall have sold all of the Conversion Shares, and Warrant Shares as applicable, and none of the Preferred Shares or Warrants remain
outstanding (the “Reporting Period”), the Company shall timely file all reports required to be filed with the
SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the Company shall not
terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations
thereunder would no longer require or otherwise permit such termination, and the Company shall take all actions necessary to permit
it to, and thereafter to maintain its eligibility to, register the Conversion Shares for resale by the Buyers on Form S-1.


 


(d) Financial Information.
As long as any Securities remain outstanding, the Company agrees to send the following to each Investor during the Reporting Period
(i) unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, within
one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K and Quarterly Reports on
Form 10-Q, any Current Reports on Form 8-K (or any analogous reports under the 1934 Act) and any registration statements (other
than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) on the same day as the release thereof, e-mailed copies of
all press releases issued by the Company or any of its Subsidiaries, and (iii) copies of any notices and other information made
available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof
to the stockholders. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized or required by law to remain closed.


 


(e) Listing. The
Company shall promptly secure the listing or quotation of the Conversion Shares and Warrant Shares upon each national securities
exchange or trading market including the OTCQB, OTCQX, or OTC Pink Open Market if any, upon which the Common Stock is then or on
which it becomes listed (subject to official notice of issuance) or quoted (such primary exchange or trading market, the “Principal
Market”) and shall maintain, in accordance with this Agreement, the listing or quotation of all additional Conversion
Shares and Warrant Shares from time to time issued under the terms of the Transaction Documents. The Company shall maintain the
listing or quotation of the Conversion Shares and the Warrant Shares on the Principal Market, and neither the Company nor any of
its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common
Stock on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under
this Section 4(e).


 


(f) Fees. Subject
to Section 8 below, at the Closing, the Company shall reimburse Cavalry Fund I LP (“Cavalry”) or its
designee(s) for all costs and expenses incurred in connection with the transactions contemplated by the Transaction Documents (including
all legal fees and disbursements in connection therewith, documentation and implementation of the transactions contemplated by
the Transaction Documents and due diligence in connection therewith), and the Company shall cause such amount to be withheld by
the Escrow Agent from the Purchase Price at the Closing to the extent not previously reimbursed by the Company. Notwithstanding
the foregoing, in no event will the costs and expenses of Cavalry reimbursed by the Company pursuant to this Section 4(f)
exceed $40,000.00 with respect to the Closing without the prior approval of the Company. The Company shall be responsible for the
payment of any placement agent’s fees, financial advisory fees, or broker’s commissions relating to or arising out
of the transactions contemplated hereby but only to the extent that the Company has agreed with any such party to pay such fees.
The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable
attorney’s fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as
otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the
sale of the Securities to the Buyers.


 






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(g) Pledge of Securities.
The Company acknowledges and agrees that the Securities may be pledged by an Investor in connection with a bona fide margin agreement
or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a
transfer, sale or assignment of the Securities hereunder, and no Investor effecting a pledge of Securities shall be required to
provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other
Transaction Document, including, without limitation, Section 2(g) hereof; provided that an Investor and its pledgee shall
be required to comply with the provisions of Section 2(g) hereof in order to effect a sale, transfer or assignment of Securities
to such pledgee. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably
request in connection with a pledge of the Securities to such pledgee by an Investor.


 


(h) Disclosure of
Transactions and Other Material Information. By the close of business on the fourth (4th) Business Day after the date of this
Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated
by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including,
without limitation, this Agreement and the forms of all exhibits to this Agreement) (including all attachments and content required
by the applicable disclosure regulations, the "8-K Filing"). From and after the filing of the 8-K Filing, the
Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any
of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated
by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that
any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its
Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers
or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries
and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic
information regarding the Company or any of its Subsidiaries from and after the Execution Date without the express prior written
consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company
or any of its Subsidiaries, it may provide the Company with written notice thereof. The Company shall, within two (2) trading days
of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing
covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents,
in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public
disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without
the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents.
No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees,
stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to
a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of
confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the
foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with
respect to the transactions contemplated hereby without the consent of Cavalry; provided, however, that the Company shall be entitled,
without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions
as is required by applicable law and regulations, provided further that each Buyer shall be consulted by the Company in connection
with any such press release or other public disclosure prior to its release. Without the prior written consent of any applicable
Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement,
release or otherwise, except as the Company has been advised by its counsel as may be required by law including the Rules of the
SEC or in response to written comments of the staff of the SEC. Notwithstanding the foregoing, in no event will the Company have
an obligation to disclose any information which a Buyer receives from a member of the Company’s Board of Directors that is
an affiliate of such Buyer.


 






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(i) Additional Preferred
Shares; Variable Securities. So long as any Buyer beneficially owns any Securities, the Company will not issue any Preferred
Shares other than to the Buyers as contemplated hereby, except for Excluded Securities, and the Company shall not issue any other
securities that would cause a breach or default under the Certificate of Designations or the Warrants. From the Execution Date
until the three year anniversary thereof, the Company shall not, in any manner, issue or sell any rights, warrants or options to
subscribe for or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock
at a price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any
fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the greater of (x) the then
applicable Conversion Price (as defined in the Certificate of Designations) with respect to the Common Stock into which any Preferred
Share is convertible and (y) the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Stock into
which any Warrant is exercisable.


 


(j) Corporate Existence.
So long as any Buyer beneficially owns any Securities, the Company shall (i) maintain its corporate existence and (ii) with the
exception of the Proposed Acquisition, not be party to any Fundamental Transaction unless the Company is in compliance with the
applicable provisions governing Fundamental Transactions set forth in the Certificate of Designations and the Warrants. “Fundamental
Transaction” shall mean one in which (i) the Company, directly or indirectly, in one or more related transactions effects
any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale,
lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series
of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares
for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv)
the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates
a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than
50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons
making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement
or other business combination).


 






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(k) Reservation of
Shares. Subject to the Company conducting a reverse split or increase of authorized shares in order to be able to reserve the
Required Reserve Amount, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose
of issuance, no less than 200% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number
of Preferred Shares issued (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as
defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred
Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations
on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately
preceding the applicable date of determination (the “Required Reserved Amount”). If at any time the number of
shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Amount, the Company
will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation,
calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations under Section
3(c), in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized
number of shares, and voting any treasury shares of the Company in favor of an increase in the authorized shares of the Company
to ensure that the number of authorized shares is sufficient to meet the Required Reserved Amount. In connection with any such
vote, each Buyer hereby agrees that it shall, if requested by the Company, vote all shares of capital stock held by such Buyer
in favor of any such increase in the authorized number of shares. In addition to any corporate action taken to authorize additional
shares, for so long as the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the
Required Reserved Amount, the Company shall pay to any Buyer who submits to the Company a request for conversion of Preferred Shares,
which request cannot be fulfilled because of insufficient available shares, an amount in cash equal to $500 per day for the initial
ten (10) days that such Required Reserved Amount is not met, then $1,000 per day in cash, for each day thereafter until such Required
Reserved Amount is satisfied. Provided, however, that if the Company has used its best efforts to effect a reverse stock split
or combination and has filed applications with FINRA the 60-day period in this Section 4(k) shall be tolled by an additional 15
days.


 


(l) Conduct of Business.
The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any
governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse
Effect. The Company and its Subsidiaries shall at all times be in compliance with the Foreign Corrupt Practices Act; the PATRIOT
Act, and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations; and the laws, regulations and Executive
Orders and sanctions programs administered by the OFAC, including, without limitation, the “Anti-Money Laundering/OFAC Laws”.


 






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(m) Public Information.
At any time during the period commencing on the Execution Date and ending two years from the Execution Date, if (A) a registration
statement is not available for the resale of all of the Securities and the Securities may not be sold without restriction or limitation
pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Company shall (i) fail for any
reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public
information requirement under Rule 144(c) or (ii) if the Company becomes an issuer described in Rule 144(i)(1)(i) , and the Company
shall fail to satisfy any condition set forth in Rule 144(i)(2), and (B) any such failure continues for more than fifteen (15)
trading days (a “Public Information Failure”) then, as partial relief for the damages to any holder of Securities
by reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other
remedies available at law or in equity), the Company shall pay to each such holder an amount in cash equal to one percent (1.0%)
of the aggregate Purchase Price of such holder’s Securities (less any Common Stock previously sold) on the day of a Public
Information Failure and on every thirtieth day (pro-rated for periods totaling less than thirty days) thereafter until the earlier
of (i) the date such Public Information Failure is cured and (ii) such time that such public information is no longer required
pursuant to Rule 144. The payments to which a holder shall be entitled pursuant to this Section 4(m) 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 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 1.0% per month (prorated for partial months) until paid in full.


 


(n) Additional Issuances
of Securities.


 


(i) For purposes of
this Section 4(n), the following definitions shall apply.


 


(1) “Common
Stock Equivalents” means, collectively, Options and Convertible Securities.


 


(2) “Convertible
Securities” means any stock or securities (other than Options) convertible into or exercisable or exchangeable for shares
of Common Stock.


 






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(3) “Excluded
Securities” means (i) shares of Common Stock, restricted stock units or standard options to purchase Common Stock issued
to directors, officers, consultants or employees of the Company for services rendered to the Company in their capacity as such
pursuant to an Approved Stock Plan, provided that the exercise price of any such options is not lowered (except as a result of
a stock dividend or stock split), none of such options are amended to increase the number of shares issuable thereunder and none
of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the
Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options
to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Execution
Date, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock
issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered (other than in accordance with the
terms thereof in effect as of the Execution Date) from the conversion price in effect as of the Execution Date (whether pursuant
to the terms of such Convertible Securities or otherwise), none of such Convertible Securities (other than standard options to
purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the
number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard
options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise
materially changed in any manner that adversely affects any of the Buyers; (iii) the shares of Common Stock issuable upon conversion
of the Preferred Shares or otherwise pursuant to the terms of the Certificate of Designations; provided, that the terms of the
Certificate of Designations are not amended, modified or changed on or after the Execution Date (other than anti-dilution adjustments
pursuant to the terms thereof in effect as of the Execution Date), (iv) the shares of Common Stock issuable upon exercise of the
Warrants or warrants required to be issued under this Agreement pursuant to which the Preferred Shares were issued; provided, that
the terms of the Warrants and Warrants are not amended, modified or changed on or after the Execution Date (other than anti-dilution
adjustments pursuant to the terms thereof in effect as of the Execution Date), (v) securities issued to any placement agent or
other registered broker-dealers as reasonable commissions or fees in connection with any financing transactions or securities issued
to service providers including investor and public relations firms, (vi) securities issued pursuant to a merger, acquisition or
similar transaction; provided that (A) the primary purpose of such issuance is not to raise capital, (B) the purchaser or acquirer
of such securities in such issuance solely consists of either (1) the actual participants in such transactions, (2) the actual
owners of such assets or securities acquired in such merger, acquisition or similar transaction, (3) the shareholders, partners
or members of the foregoing Persons and (4) Persons whose primary business does not consist of investing in securities, and (C)
the number or amount (as the case may be) of such shares of Common Stock issued to such Person by the Company shall not be disproportionate
to such Person’s actual ownership of such assets or securities to be acquired by the Company (as applicable), or (vii) a
strategic transaction approved by a majority of the disinterested directors of the Company, provided that (A) any such issuance
shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the
business of the Company and in which the Company receives benefits in addition to the investment of funds, (B) the primary purpose
of such issuance is not to raise capital, (C) the purchaser or acquirer of such securities in such issuance solely consists of
either (1) the actual participants in such strategic transactions, (2) the actual owners of such strategic assets or securities
acquired, (3) the shareholders, partners or members of the foregoing Persons and (4) Persons whose primary business does not consist
of investing in securities, and (D) the number or amount (as the case may be) of such shares of Common Stock issued to such Person
by the Company shall not be disproportionate to such Person’s actual participation in such strategic licensing or development
transactions or ownership of such strategic assets or securities to be acquired by the Company (as applicable). Provided,
however, that securities issued to a registered broker-dealer as compensation for the services rendered in connection for
services for transactions described in clauses (vi) and (vii) shall be Excluded Securities.


 






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(4) “Options”
means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.


 


(5) “Subsequent
Placement” means any direct or indirect offer, sale, grant of any option to purchase, or other disposition of (or announcement
of any offer, sale, grant or any option to purchase or other disposition of) any of the Company’s or its Subsidiaries’
equity, debt or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security
that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock
or Common Stock Equivalents. A Subsequent Placement shall not include (A) any additional closings of the offering contemplated
by this Agreement, (B) a public offering for net proceeds to the Company in excess of $5,000,000 pursuant to a firm commitment
underwriting agreement, provided that the Company has been unable to raise sufficient funds through a Subsequent Offering on reasonable
terms or (C) the issuance of securities in connection with a merger with Recruiter.com, Inc. and asset purchase of Genesys Talent
LLC.


 


(ii) Except as provided
for herein, from the Closing Date until the earlier of the date (i) that is 24 months thereafter or (ii) the date no Preferred
Shares are outstanding, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall
have first complied with this Section 4(n)(ii).


 


(1) The Company shall
deliver to each holder of Preferred Shares (each a “Preferred Holder”, and collectively, the “Preferred
Holders”) an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance
or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”)
in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and
other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued,
sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered,
issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Preferred Holder its pro rata portion (based
on such Buyer’s pro rata portion of the aggregate Investment Amount of Preferred Shares issued on the Closing Date) of at
least twenty-five percent (25%) of the Offered Securities (the “Basic Amount”). With respect to each Preferred
Holder that elects to purchase its Basic Amount, such Preferred Holder may also indicate it will purchase or acquire any additional
portion of the Offered Securities attributable to the Basic Amounts of other Preferred Holders should the other Preferred Holders
subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated
once until the Preferred Holders shall have an opportunity to subscribe for any remaining Undersubscription Amount.


 






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(2) To accept an Offer,
in whole or in part, such Preferred Holder must deliver a written notice to the Company prior to the end of the fifth (5th)
Business Day after such Preferred Holder’s receipt of the Offer Notice (the “Offer Period”), setting forth
the portion of such Preferred Holder’s Basic Amount that such Preferred Holder elects to purchase and, if such Preferred
Holder shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Preferred Holder elects
to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Preferred
Holders are less than the total of all of the Basic Amounts, then each Preferred Holder who has set forth an Undersubscription
Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription
Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the
difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription
Amount”), each Preferred Holder who has subscribed for any Undersubscription Amount shall be entitled to purchase only
that portion of the Available Undersubscription Amount as the Basic Amount of such Preferred Holder bears to the total Basic Amounts
of all Preferred Holders that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it
deems reasonably necessary. Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend
the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Preferred Holders
a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Preferred Holder’s receipt
of such new Offer Notice.


 


(3) The Company shall
have twenty (20) Business Days from the expiration of the Offer Period above to offer, issue, sell or exchange all or any part
of such Offered Securities as to which a Notice of Acceptance has not been given by the Preferred Holders (the “Refused
Securities”) pursuant to a definitive agreement (the “Subsequent Placement Agreement”) but only to
the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation,
unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company
than those set forth in the Offer Notice and to publicly announce (a) the execution of such Subsequent Placement Agreement, and
(b) either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination
of such Subsequent Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent
Placement Agreement and any documents contemplated therein filed as exhibits thereto.


 


(4) In the event the
Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified
in Section 4(n)(ii)(3) above), then each Preferred Holder may, at its sole option and in its sole discretion, reduce the
number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number
or amount of the Offered Securities that such Preferred Holder elected to purchase pursuant to Section 4(n)(ii)(2) above
multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes
to issue, sell or exchange (including Offered Securities to be issued or sold to Preferred Holders pursuant to Section 4(n)(ii)(3)
above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the
event that any Preferred Holder so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance,
the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such
securities have again been offered to the Preferred Holders in accordance with Section 4(n)(ii)(1) above.


 






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(5) Upon the closing
of the issuance, sale or exchange of all or less than all of the Refused Securities, the Preferred Holders shall acquire from the
Company, and the Company shall issue to the Preferred Holders, the number or amount of Offered Securities specified in the Notices
of Acceptance, as reduced pursuant to Section 4(n)(ii)(3) above if the Preferred Holders have so elected, upon the terms
and conditions specified in the Offer. The purchase by the Preferred Holders of any Offered Securities is subject in all cases
to the preparation, execution and delivery by the Company and the Preferred Holders of a purchase agreement relating to such Offered
Securities reasonably satisfactory in form and substance to the Preferred Holders and their respective counsel.


 


(6) Any Offered Securities
not acquired by the Preferred Holders or other persons in accordance with Section 4(n)(ii)(3) above may not be issued, sold
or exchanged until they are again offered to the Preferred Holders under the procedures specified in this Agreement.


 


(7) The Company and the
Preferred Holders agree that if any Preferred Holder elects to participate in the Offer, neither the Subsequent Placement Agreement
with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement
Documents”) shall include any term or provisions whereby any Preferred Holder shall be required to agree to any restrictions
in trading as to any securities of the Company owned by such Preferred Holder prior to such Subsequent Placement, other than restrictions
on transfer imposed under federal and state securities laws.


 


(8) Notwithstanding anything
to the contrary in this Section 4(n) and unless otherwise agreed to by the Preferred Holders, the Company shall either confirm
in writing to the Preferred Holders that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly
disclose its intention to issue the Offered Securities, in either case in such a manner such that the Preferred Holders will not
be in possession of material non-public information, by the fifteenth (15th) Business Day following delivery of the
Offer Notice. If by the fifteenth (15th) Business Day following delivery of the Offer Notice no public disclosure regarding
a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction
has been received by the Preferred Holders, such transaction shall be deemed to have been abandoned and the Preferred Holders shall
not be deemed to be in possession of any material, non-public information with respect to the Company. Should the Company decide
to pursue such transaction with respect to the Offered Securities, the Company shall provide each Preferred Holder with another
Offer Notice and each Preferred Holder will again have the right of participation set forth in this Section 4(n)(ii). From
and after the Execution Date, the Company shall not be permitted to deliver more than one such Offer Notice to the Buyers in any
60 day period.


 


(iii) The restrictions
contained in subsection (ii) of this Section 4(n) shall not apply in connection with the issuance of any Excluded
Securities.


 


(o) Taxes. The
Company will pay, and save and hold the Buyers harmless from any and all liabilities (including interest and penalties) with respect
to, or resulting from any delay or failure in paying, stamp and other taxes (other than income taxes), if any, which may be payable
or determined to be payable on the execution and delivery or acquisition of the Preferred Shares, Warrants, Conversion Shares or
Warrant Shares.


 






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(p) D&O Insurance.
The Company shall obtain, or maintain if already in existence, such director’s and officer’s insurance in such form,
with such carrier and in such amounts as reasonably acceptable to the holders of a majority of the Preferred Shares (the “D&O
Insurance”) within 30 days following the Closing, and, for so long as any Preferred Shares remain outstanding.


 


(q) Books and Records.
The Company will keep proper books of record and account, in which full and correct entries shall be made of all financial transactions
and the assets and business of the Company and its Subsidiaries in accordance with GAAP.


 


(r) Notice of Disqualification
Events. The Company will notify the Buyers 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.


 


(s) Stock, Option
and Equity Plans. From and after the Closing until the first anniversary of the Closing Date, neither the Company nor any Subsidiary
shall, without the prior written consent of the Required Holder, (i) amend or modify any economic terms or conditions of any of
the Company’s stock, option or other equity incentive plans in existence on the Execution Date (the “Incentive Plans”),
(ii) grant any stock, options or equity based incentives to any employees, members of management, directors or advisors of the
Company or its Subsidiaries, other than pursuant to the Incentive Plans, or (iii) create or implement any stock, option or other
equity incentive plan, other than the Incentive Plans. Notwithstanding any terms in this Agreement to the contrary, until the earlier
of (i) two years from the Closing Date or (ii) such date as no Preferred Shares remain outstanding, the Company shall not file
and/or utilize any registration statements on Form S-8 for the offering or distribution of securities without obtaining the prior
written consent of the Required Holder.


 


(t) New Debt.
For a period of two-years from the Execution Date, neither the Company nor any Subsidiary shall enter into any agreement creating
indebtedness for the Company or any Subsidiary, including but not limited to entering into (i) any mortgage, credit agreement or
other facility, indenture agreement, factoring agreement or other instrument, under which there may be issued, or by which there
may be secured or evidenced, any indebtedness for borrowed money or money due that involves, either individually or in aggregate
with other such agreements, obligations greater than $25,000.00, and (ii) any equipment lease, agreement evidencing purchase money
security interests, or other similar transaction in the ordinary course of business that involves, either individually or in aggregate
with other such agreements, obligations greater than $100,000.00, in either case without the prior written consent of the Required
Holder.


 


(u) Distributions.
While the Securities remain outstanding, the Company shall not make any distributions on equity (other than stock dividends or
stock splits in the nature of a dividend), or any payments on debt other than the scheduled payments of principal and interest,
without the prior written consent of the Required Holder.


 






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(v) DTC Eligibility.
For so long as any Securities are outstanding, the Company will employ as the transfer agent for the Common Stock a participant
in the DTC Automated Securities Transfer Program and cause the Common Stock to be transferable pursuant to such program.


 


(w) Closing Documents.
On or prior to thirty (30) calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered, to each
Buyer and K&L Gates, LLP a complete closing set of the executed Transaction Documents, Securities and any other documents required
to be delivered to any party pursuant to Section 7 hereof or otherwise.


 


5. REGISTER.


 


The Company shall
maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to each
holder of Securities), a register for the Preferred Shares in which the Company shall record the name and address of the Person
in whose name the Preferred Shares have been issued (including the name and address of each transferee), the number of Preferred
Shares held by such Person and the number of Conversion Shares issuable upon conversion of the Preferred Shares held by such Person.
The Company shall keep the register open and available at all times during business hours for inspection of any Buyer or its legal
representatives.


 


6. CONDITIONS TO
THE COMPANY’S OBLIGATION TO SELL.


 


The obligation of the
Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer at the Closing is subject to the
satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s
sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice
thereof:


 


(i) Such Buyer shall
have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.


 


(ii) Such Buyer shall
have delivered to the Escrow Agent the Purchase Price for the Preferred Shares being purchased by such Buyer at the Closing by
wire transfer of immediately available funds pursuant to the wire instructions provided by the Escrow Agent.


 


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


 






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7. CONDITIONS TO
EACH BUYER’S OBLIGATION TO PURCHASE. 


 


The obligation of each
Buyer hereunder to purchase the Preferred Shares and the related Warrants at the Closing is subject to the satisfaction, at or
before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit
and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:


 


(i) The Company shall
have duly executed and delivered to the Escrow Agent each of the Transaction Documents and the stock certificates representing
the Preferred Shares (allocated in such numbers as such Buyer shall request in writing at least two (2) Business Days prior to
the Closing Date) being purchased by such Buyer at the Closing pursuant to this Agreement.


 


(ii) The Company shall
have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries
in each such entity’s jurisdiction of formation issued by the Secretary of State (or equivalent) of such jurisdiction of
formation as of a date within ten (10) days of the Closing Date.


 


(iii) The Company shall
have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing
issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required
to so qualify, as of a date within ten (10) days of the Closing Date.


 


(iv) The Company shall
have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the
State of Delaware within ten (10) days of the Closing Date.


 


(v) The Company shall
have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i)
the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable
to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached
hereto as Exhibit C.


 


(vi) The representations
and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that
time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified
date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date,
to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as
Exhibit D.


 


(vii) The Company shall
have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.


 


(viii) The Certificate
of Designations in the form attached hereto as Exhibit A shall have been filed with the Secretary of State of the State
of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have
been amended.


 






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(ix) The Company shall
have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or
its counsel may reasonably request.


 


(x) The Company shall
have delivered to each Buyer copies of the executed Asset Purchase Agreement with Genesys Talent LLC and Merger Agreement with
Recruiter.com, Inc. and Disclosure Schedules for each, together with any other documents each Buyer may request.


 


(xi) The Company shall
provide an officer’s certificate evidencing that the acquisitions referred to in Section 7(x) have closed in escrow and upon
the Buyers delivering $575,000 to the Escrow Agent and authorizing the Escrow Agent by email or otherwise to release all signature
pages to those Agreements and related transactions and also releasing the signature pages of the Buyers and the Company to this
Agreement and the signature pages of the Company to the Warrants purchased under this Agreement, each of the acquisitions and this
Agreement shall be deemed closed.


 


8. TERMINATION.


 


In the event that
the Closing shall not have occurred with respect to a Buyer on or before five (5) Business Days from the Execution Date due to
the Company’s or such Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7 above (and
the nonbreaching party’s failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to
terminate this Agreement with respect to such breaching party at the close of business on such date by delivering a written notice
to that effect to each other party to this Agreement and without liability of any party to any other party; provided, however,
that if this Agreement is terminated pursuant to this Section 8, the Company shall remain obligated to reimburse Cavalry
or its designee(s), as applicable, for the expenses described in Section 4(f) above.


 


9. MISCELLANEOUS.


 


(a) Governing Law;
Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of
any jurisdictions other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in New York County, New York, for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,
AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






    39


     


    

 


(b) Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that an
e-mail signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect
as if the signature were an original, not an e-mail signature.


 


(c) Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


(d) Severability.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


(e) Entire Agreement;
Amendments. This Agreement and the other Transaction Documents supersede all other prior oral or written agreements between
the Buyers, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and
this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire understanding
of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein,
neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company and either (i) the holders of at least a majority
of the Preferred Shares outstanding as of the applicable date of determination, which must include Cavalry as long as Cavalry (or
any of its affiliates) owns at least five percent (5%) of the Preferred Shares issued pursuant to this Agreement, or (ii) Cavalry
as long as Cavalry (or any of its affiliates) owns at least five percent (5%) of the Preferred Shares issued pursuant to this Agreement
(the “Required Holder”); provided that any such amendment or waiver that complies with the foregoing but that
disproportionately, materially and adversely affects the rights and obligations of any Buyer relative to the comparable rights
and obligations of the other Buyers shall require the prior written consent of such adversely affected Buyer. Any amendment or
waiver effected in accordance with this Section 9(e) shall be binding upon each Buyer and holder of Securities and the Company.
No such amendment shall be effective to the extent that it applies to less than all of the Buyers or holders of Securities. No
consideration 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 consideration (other than the reimbursement of legal fees) also is offered to all of
the parties to the Transaction Documents, holders of Preferred Shares or holders of Warrants, as the case may be. The Company has
not, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated
by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms
that, except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide
any financing to the Company or otherwise.


 






    40


     


    

 


(f) Notices. Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by e-mail (provided confirmation of transmission is electronically generated and kept on file by the sending party); or (iii) one
(1) Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same.
The addresses and email addresses for such communications shall be:


 


If to the
Company:


 


Truli Technologies, Inc.


4 Oakland Street


Bristol CT 06010


Email: ____________________


Attention: Miles Jennings, Chief
Executive Officer


 


With a copy
(for informational purposes only) to:


 


Nason, Yeager, Gerson, Harris
& Fumero, P.A.


3001 PGA Boulevard, Suite 305


Palm Beach Gardens, FL 33410


Telephone: ___________________


Email: ______________________


Attention: Michael D. Harris,
Esq.


 


If to a Buyer, to its address and email
address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule
of Buyers,


 


With a copy
(for informational purposes only) to:


 


K&L Gates LLP


200 S. Biscayne Boulevard, Suite 3900


Miami, FL 33131


Telephone: ________________


E-mail: _______________________


     _______________________


Attention: Clayton E. Parker, Esq.


    John D. Owens
III, Esq.


 


or to such other address and/or email address
and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five
(5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice,
consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s email containing the
time, date, recipient e-mail and an image of the first page of such transmission or (C) provided by an overnight courier service
shall be rebuttable evidence of personal service, receipt by e-mail or receipt from an overnight courier service in accordance
with clause (i), (ii) or (iii) above, respectively.


 






    41


     


    

 


(g) Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns,
including any purchasers of the Preferred Shares or the Warrants. The Company shall not assign this Agreement or any rights or
obligations hereunder without the prior written consent of the Required Holder, including by way of a Fundamental Transaction (unless
the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Certificate of
Designations and the Warrants). A Buyer may assign some or all of its rights hereunder without the consent of the Company, in which
event such assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights.


 


(h) No Third Party
Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that each Indemnitee
shall have the right to enforce the obligations of the Company with respect to Section 9(k).


 


(i) Survival.
Unless this Agreement is terminated under Section 8, the representations, warranties, agreements and covenants hereunder
shall survive the Closing and the delivery, conversion and/or exercise of the Securities, as applicable. Each Buyer shall be responsible
only for its own representations, warranties, agreements and covenants hereunder.


 


(j) Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 






    42


     


    

 


(k) Indemnification.


 


(i) In consideration
of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition
to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and
hold harmless each Buyer and each other holder of the Securities and all of their stockholders, partners, members, officers, directors,
employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including,
without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation
or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby
or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any
other certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made
against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and
arising out of or resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other
certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or
in part, directly or indirectly, with the proceeds of the issuance of the Securities, (iii) any disclosure made by such Buyer pursuant
to Section 4(h), or (iv) the status of such Buyer or holder of the Securities as an investor in the Company pursuant to
the transactions contemplated by the Transaction Documents. To the extent that the foregoing undertaking by the Company may be
unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities that is permissible under applicable law.


 


(ii) Promptly after
receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim for indemnification in
respect thereof is to be made against any indemnifying party under this Section 9(k), deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense
thereof with counsel mutually satisfactory to the indemnifying party and the Indemnitee; provided, however, that an Indemnitee
shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnitee to be
paid by the indemnifying party, if, in the reasonable opinion of counsel selected to defend the Indemnitee, the representation
by such counsel of the Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests
between such Indemnitee and any other party represented by such counsel in such proceeding. Legal counsel referred to in the immediately
preceding sentence shall be selected by the Investors holding at least a majority of the Purchased Shares. The Indemnitee shall
cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Indemnified Liabilities
by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnitee that
relates to such action or Indemnified Liabilities. The indemnifying party shall keep the Indemnitee fully apprised at all times
as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for
any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent
of the Indemnitee, which consent shall not be unreasonably withheld conditioned or delayed, consent to entry of any judgment or
enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such Indemnitee of a release from all liability in respect to such Indemnified Liabilities or litigation. Following
indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnitee with respect
to all third parties, firms or corporations relating to the matter for which indemnification has been made. No Indemnitee shall
enter into any settlement of any action or proceeding subject to this Section 9(k) without the prior written consent of the indemnifying
party. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the Indemnitee under this Section 9(k), except to the
extent that the indemnifying party is prejudiced in its ability to defend such action.


 






    43


     


    

 


(iii) The indemnification
required by this Section 9(k) 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 Indemnified Liabilities are incurred.


 


(iv) The indemnity
agreements contained herein shall be in addition to (x) any cause of action or similar right of the Indemnitee against the indemnifying
party or others, and (y) any liabilities the indemnifying party may be subject to pursuant to the law.


 


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


 


(m) Remedies.
Each Buyer and each holder of the Securities shall have all rights and remedies set forth in the Transaction Documents and all
rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights
which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to
enforce such rights specifically to recover damages by reason of any breach of any provision of this Agreement and to exercise
all other rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge
any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Buyers.
The Company therefore agrees that the Buyers shall be entitled to seek temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages.


 


(n) Rescission and
Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the
Transaction Documents, whenever any Buyer 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 Buyer may 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.


 






    44


     


    

 


(o) Payment Set Aside.
To the extent that the Company makes a payment or payments to the Buyers hereunder or pursuant to any of the other Transaction
Documents or the Buyers enforce or exercise their rights hereunder or 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, foreign, 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.


 


(p) Reproduction of
Documents. This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications
which may hereafter be executed, (b) documents received by the Buyers on the Closing Date (except for certificates evidencing the
Preferred Shares themselves), and (c) financial statements, certificates and other information previously or hereafter furnished
to the Buyers, may be reproduced by any Buyer by any photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process and any Buyer may destroy any original document so reproduced. All parties hereto agree and stipulate that
any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether
or not the original is in existence and whether or not such reproduction was made by a Buyer in the regular course of business)
and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.


 


(q) Independent Nature
of Buyers’ Obligations and Rights. The obligations of each Buyer under any Transaction Document are several and not joint
with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of
any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken
by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers
do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that
the Buyers are in any way acting in concert or as a group, and the Company shall not assert any such claim with respect to such
obligations or the transactions contemplated by the Transaction Documents and the Company acknowledges that the Buyers are not
acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.
The Company acknowledges and each Buyer confirms that it has independently participated in the negotiation of the transaction contemplated
hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights,
including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall
not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose.


 


(r) Knowledge Definition.
“Knowledge”, “Knowledge of Company” or “Company’s Knowledge” or
any other similar knowledge qualification, means the actual or constructive knowledge of Miles Jennings after due inquiry in his
capacity as the Chief Executive Officer of the Company and as the Chief Financial Officer of the Company.


 


** Signature Page Follows **


 




    45


     


    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed
as of the Execution Date.


 


	 	COMPANY:
	 	 
	 	TRULI TECHNOLOGIES, INC.
	 	 	 
	 	By:	/s/ Miles Jennings
	 	Name:	Miles Jennings
	 	Title:	Chief Executive Officer


 


[Company’s Signature Page to the
Securities Purchase Agreement]


 




     


     


    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed
as of the Execution Date.


 


	 	BUYERS:
	 	 
	 	Cavalry Fund I LP
	 	 
	 	By: Cavalry Fund I Management LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Thomas Walsh
	 	Name:	Thomas P. Walsh
	 	Title:	Managing Partner


 


[Buyer’s Signature Page to the
Securities Purchase Agreement]


 




     


     


    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed
as of the Execution Date.


 


	 	BUYERS:
	 	 
	 	L1 CAPITAL GLOBAL OPPORTUNITIES

 MASTER FUND LTD.
	 	 	 
	 	By:	/s/ David Feldman
	 	Name:	David Feldman
	 	Title:	Director


 


[Buyer’s Signature Page to the
Securities Purchase Agreement]


 




     


     


    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed
as of the Execution Date.


 


	 	BUYERS:
	 	 
	 	MATTHEW HAYDEN
	 	 	 
	 	By:	/s/ Matthew Hayden
	 	Name:	Matthew Hayden
	 	Title:	 


 


[Buyer’s Signature Page to the
Securities Purchase Agreement]


 




     


     


    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed
as of the Execution Date.


 


	 	BUYERS:
	 	 
	 	DAVID S. NAGELBERG 2003 REVOCABLE TRUST 
	 	 	 
	 	By:	/s/ David Nagelberg
	 	Name:	David Nagelberg
	 	Title:	Trustee


 


[Buyer’s Signature Page to the
Securities Purchase Agreement]


 




     


     


    

 


SCHEDULE OF BUYERS


 


	(1)	 	(2)	 	(3)	 	(4)	 	(5)	 	(6)
	Buyer	 	Address and E-mail	 	Aggregate Number of Preferred Shares	 	Aggregate Number of Warrants	 	Purchase Price	 	Legal Representative’s

Address and E-mail
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 




     


     


    

 


EXHIBITS


 


	Exhibit A	 	Form of Certificate of Designation
	Exhibit B	 	Form of Warrant
	Exhibit C	 	Form of Secretary’s Certificate
	Exhibit D	 	Form of Officer’s Certificate


 




     


     


    

 


Exhibit A


Form of Certificate of Designation


 


The undersigned,
Miles Jennings, the Chief Executive Officer of Truli Technologies, Inc. (the “Corporation”), a corporation organized
and existing under the Delaware General Corporation Law (“DGCL”), in accordance with the provisions of Section
151 of the DGCL, does hereby certify:


 


That pursuant
to the authority expressly conferred upon the Board of Directors of the Corporation (the “Board of Directors”)
by the Corporation’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the
Board of Directors at a meeting on December 19, 2018, adopted resolutions authorizing the creation and issuance of a series of
preferred stock designated as the “Series D Convertible Preferred Stock”, none of which shares have been issued;


 


That the
Certificate of Designation for the Series D Convertible Preferred Stock (the “Certificate of Designation”) was
filed with the Secretary of State for the State of Delaware on March 25, 2019.


 


That pursuant
to the authority expressly conferred upon the Board of Directors by the Corporation’s Certificate of Incorporation, the Board
of Directors, by unanimous written consent on March 29, 2019, adopted the following resolutions amending and restating the Certificate
of Designation (the “Amended and Restated Certificate of Designations”):


 


RESOLVED,
that pursuant to the authority expressly vested in the Board of Directors and in accordance with the provisions of the Certificate
of Incorporation and the DGCL, the Certificate of Designation for the Series D Convertible Preferred Stock shall be amended and
restated in its entirety, and the designation and number of shares constituting such series, and the rights, powers, preferences,
privileges and restrictions relating to such series, in addition to any set forth in the Certificate of Incorporation, shall be
as follows:


 


Section
1. Designation and Authorized Shares. There shall hereby be created and established a series of preferred stock of the Corporation
designated as “Series D Convertible Preferred Stock” (the “Series D Preferred Stock”). The authorized
number of shares of the Series D Preferred Stock shall be 500,000 shares (the “Preferred Shares”). Each Preferred
Share shall have a par value of $0.0001. Capitalized terms not defined herein shall have the meaning as set forth in Section
12 below.


 


Section
2. Stated Value. Each Preferred Share shall have a stated value of $20 per share (the “Stated Value”).


 


Section 3. Liquidation.
Upon the liquidation, dissolution or winding up of the business of the Corporation, whether voluntary or involuntary (in each case,
the “Liquidation Date”), each Holder shall be entitled to receive out of assets of the Corporation legally available
therefor: (a) a pro rata portion of the first $2,000,000 of cash and/or other property received by the Corporation pursuant to
such liquidation, dissolution or winding up; and (b) after the Series E Stockholders and the Series F Stockholders have received
the Second Liquidation Preference, a pro rata portion of 28.78% of the value of any cash or other property to be distributed to
the Holders, the Series E Stockholders and the Series F Stockholders as payment of the Remaining Liquidation Amount. Any distribution
in connection with the liquidation, dissolution or winding up of the Corporation, or any bankruptcy or insolvency proceeding, shall
be made in cash to the extent possible.


 



    A-1


     


    

 


Section
4. Voting. Except as otherwise expressly required by law, each Holder shall be entitled to vote on all matters submitted
to stockholders of the Corporation and shall be entitled to the number of votes for each Preferred Share owned at the record date
for the determination of stockholders entitled to vote on such matter or, if no such record date is established, at the date such
vote is taken or any written consent of stockholders is solicited, equal to the number of shares of Common Stock such Preferred
Shares are convertible into at such time, but not in excess of the conversion limitations set forth in Section 5(d) herein.
Except as otherwise required by law, the Holders shall vote together with the holders of Common Stock on all matters and shall
not vote as a separate class.


 


Section 5. Conversion.


 


(a) Conversion
Right. Subject to the provisions of Section 5(d), at any time or times on or after the Closing Date, each Holder
shall be entitled to convert any portion of the outstanding Preferred Shares held by such Holder into validly issued, fully paid
and non-assessable shares of Common Stock in accordance with Section 5(c) at the Conversion Rate (as defined below). The
Corporation shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance
of a fraction of a share of Common Stock, the Corporation shall round such fraction of a share of Common Stock up to the nearest
whole share. The Corporation shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including fees
and expenses of the Transfer Agent (as defined below)) that may be payable with respect to the issuance and delivery of Common
Stock upon conversion of any Preferred Share (as defined below).


 


(b) Conversion
Rate. The number of shares of Common Stock issuable upon conversion of any Preferred Share pursuant to Section 5(c)
shall be determined by dividing (x) the Stated Value of such Preferred Share by (y) the Conversion Price (the “Conversion
Rate”).


 



    A-2


     


    

 


(c)
Mechanics of Conversion.


 


(i) Optional
Conversion. To convert a Preferred Share into shares of Common Stock on any date after the Closing Date (a “Conversion
Date”), a Holder shall deliver (via, electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time,
on such date, a copy of an executed notice of conversion of the Preferred Shares subject to such conversion in the form attached
hereto as Exhibit I (the “Conversion Notice”) to the Corporation. Within three (3) Trading Days following
a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery
service for delivery to the Corporation the original certificates representing the Preferred Shares (the “Preferred Share
Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the
case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a
Conversion Notice, the Corporation shall transmit by electronic mail an acknowledgment of confirmation, in the form attached hereto
as Exhibit II, of receipt of such Conversion Notice to such Holder and the Corporation’s transfer agent (the “Transfer
Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in
accordance with the terms herein. On or before the third (3rd) Trading Day following the date of receipt of a Conversion
Notice (or such earlier date as required pursuant to the Securities Exchange Act of 1934, (the “Exchange Act”)
or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares
of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Corporation
shall (1) provided that the Transfer Agent is participating in The Depository Trust Corporation’s (“DTC”)
Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which such Holder shall be
entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system,
or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via
reputable overnight courier) to the address as specified in such Conversion Notice, a certificate, registered in the name of such
Holder or its designee, for the number of shares of Common Stock to which such Holder shall be entitled. If the number of Preferred
Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant is greater than the number of Preferred
Shares being converted, then the Corporation shall, as soon as practicable and in no event later than three (3) Trading Days after
receipt of the Preferred Share Certificate(s) and at its own expense, issue and deliver to such Holder (or its designee) a new
Preferred Share Certificate representing the number of Preferred Shares not converted. The Person or Persons entitled to receive
the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder
or holders of such shares of Common Stock on the Conversion Date.


 


(ii) Corporation’s
Failure to Timely Convert. If the Corporation shall fail, for any reason or for no reason, on or prior to the applicable Share
Delivery Deadline, to credit such Holder’s or its designee’s balance account with DTC (or subject to Section 5(c)(i)
to issue to such Holder a certificate for the number of shares of Common Stock to which such Holder is entitled and register such
shares of Common Stock on the Corporation’s share register) for such number of shares of Common Stock to which such Holder
is entitled upon such Holder’s conversion of any Preferred Share, a Triggering Event shall be deemed to have occurred, and
such Holder shall be entitled to the remedies set forth in Section 7, in addition to all other remedies available to such
Holder.


 



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(d) Maximum
Conversion. Notwithstanding anything to the contrary set forth in this Amended and Restated Certificate of Designation, at
no time may all or a portion of the Preferred Shares be converted if the number of shares of Common Stock to be issued pursuant
to such conversion would cause the holder’s beneficial ownership to exceed, when aggregated with all other shares of Common
Stock beneficially owned (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) by such
holder at such time, the number of shares of Common Stock more than 4.99% of all of the Common Stock issued and outstanding at
such time (which provision may be waived by such Holder by written notice from such Holder to the Corporation, which notice shall
be effective 61 calendar days after the date of such notice). Additionally, in no event shall any Preferred Shares be converted
if after giving effect to the conversion, the Holder would beneficially own more than 9.99% of all of the Common Stock issued and
outstanding at such time. For purposes of this Section 5(d), in determining the number of outstanding shares of Common Stock,
a Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Corporation’s most recent Form
10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may
be, (2) a more recent public announcement by the Corporation or (3) any other notice by the Corporation setting forth the number
of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of a holder of Series D Preferred
Stock, the Corporation shall within one (1) business day confirm orally and in writing to such holder the number of shares of Common
Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to
the conversion or exercise of securities of the Corporation, including shares of Series D Preferred Stock, held by such holder
and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported, which in any event
are convertible or exercisable, as the case may be, into shares of the Corporation’s Common Stock within sixty (60) days’
of such calculation and which are not subject to a limitation on conversion or exercise analogous to the limitation contained herein.
The provisions of this Section 5 shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 5(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended beneficial ownership limitations herein contained or to make changes or supplements necessary or desirable to
properly give effect to such limitation.


 


Section 6. Rights
Upon Issuance of Other Securities.


 


(a) Adjustment
of Conversion Price upon Issuance of Common Stock. For a period of two (2) years commencing on the Closing Date, if the Corporation
issues or sells, or in accordance with this Section 6 is deemed to have issued or sold, any Convertible Securities or Options,
excluding any Excluded Securities (issued or sold or deemed to have been issued or sold) convertible or exercisable into shares
of Common Stock less than a price equal to the Conversion Price (“New Conversion Price”) in effect immediately
prior to such issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable
Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the
Conversion Price then in effect shall be reduced to the New Conversion Price. For all purposes of the foregoing (including determining
the adjusted Conversion Price and the New Conversion Price under this Section 6), the following shall be applicable:


 


(i) Issuance
of Options. If the Corporation in any manner grants or sells any Options and the lowest price per share for which one share
of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible
Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price,
then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time
of the granting or sale of such Option for such price per share. For purposes of this Section 6(a)(i), the “lowest
price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise
or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof”
shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Corporation
with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion,
exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof
and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of
any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option
or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any
other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange
of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of
any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except
as contemplated below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such share of Common
Stock or of such Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms thereof or upon the
actual issuance of such share of Common Stock upon conversion, exercise or exchange of such Convertible Securities.


 



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(ii) Issuance
of Convertible Securities. If the Corporation in any manner issues or sells any Convertible Securities and the lowest price
per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise
pursuant to the terms thereof is less than the Conversion Price, then such share of Common Stock shall be deemed to be outstanding
and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible Securities for such
price per share. For purposes of this Section 6(a)(ii), the “lowest price per share for which one share of Common
Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be
equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Corporation
with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or
exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth
in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise
pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any
other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable
by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further
adjustment of the Conversion Price shall be made upon the actual issuance of such share of Common Stock upon conversion, exercise
or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issue or sale of such Convertible
Securities is made upon exercise of any Options for which adjustment of the Conversion Price has been or is to be made pursuant
to other provisions of this Section 6(a)(ii), except as contemplated below, no further adjustment of the Conversion Price
shall be made by reason of such issue or sale.


 



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(iii) Change
in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time, the
Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would have
been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price,
additional consideration or increased or decreased Conversion Rate (as the case may be) at the time initially granted, issued or
sold. For purposes of this Section 6(a)(iii), if the terms of any Option or Convertible Security that was outstanding as
of the Closing Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option
or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed
to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 6(a)(iii) shall
be made if such adjustment would result in an increase of the Conversion Price then in effect.


 


(iv) Calculation
of Consideration Received. If any Option and/or Convertible Security is issued in connection with the issuance or sale or deemed
issuance or sale of any other securities of the Corporation (as determined by the Required Holders, the “Primary Security”,
and such Option and/or Convertible Security, the “Secondary Securities”), together comprising one integrated
transaction (or one or more transactions if such issuances or sales or deemed issuances or sales of securities of the Corporation
either (A) have at least one investor or purchaser in common, (B) are consummated in reasonable proximity to each other and/or
(C) are consummated under the same plan of financing), the consideration per share of Common Stock with respect to such Primary
Security shall be deemed to be equal to the difference of (x) the lowest price per share for which one share of Common Stock was
issued in such integrated transaction (or was deemed to be issued pursuant to Section 6(a)(i) or Section 6(a)(ii)
above, as applicable) solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum
of (A) the Consideration Value of each such Option, if any, (B) the fair market value (as determined by the Required Holders in
good faith) or the Consideration Value, as applicable, and (C) the fair market value (as determined by the Required Holder) of
such Convertible Security, if any, in each case, as determined on a per share basis in accordance with this Section 6(a)(iv).
If any shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash,
the consideration received therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible
Security) will be deemed to be the net amount of consideration received by the Corporation therefor. If any shares of Common Stock,
Options or Convertible Securities are issued or sold for a consideration other than cash (for the purpose of determining the consideration
paid for such Common Stock, Option or Convertible Security), the amount of such consideration received by the Corporation will
be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case
the amount of consideration received by the Corporation for such securities will be the average VWAP of such security for the five
(5) Trading Day period immediately preceding the date of receipt. The fair value of any consideration other than cash or publicly
traded securities will be determined jointly by the Corporation and the Required Holders. If such parties are unable to reach agreement
within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair
value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such
Valuation Event by an independent, reputable appraiser jointly selected by the Corporation and the Required Holders. The determination
of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser
shall be borne by the Corporation.


 



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(v) Record
Date. If the Corporation takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive
a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for
or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the
issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making
of such other distribution or the date of the granting of such right of subscription or purchase (as the case may be).


 


Provided, however, that if
the Corporation’s Common Stock, issuable upon conversion of the Series D Preferred Stock, is listed on any of the New York
Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, or
any successor of the foregoing, this Section 6(a) shall not apply.


 


(b) Holder’s
Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section 6(b),
if the Corporation in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, Options or Convertible
Securities (any such securities, “Variable Price Securities”) that are issuable pursuant to such agreement or
convertible into or exchangeable or exercisable for shares of Common Stock pursuant to such Options or Convertible Securities,
as applicable, at a price which varies with the market price of the shares of Common Stock (the “Variable Price”),
the Corporation shall provide written notice thereof via (i) electronic mail or (ii) overnight courier to each Holder on the date
of such agreement and/or the issuance of such shares of Common Stock, Convertible Securities or Options, as applicable. From and
after the date the Corporation enters into such agreement or issues any such Variable Price Securities, each Holder shall have
the right, but not the obligation, in its sole discretion to substitute the Variable Price for the Conversion Price upon conversion
of the Preferred Shares by designating in the Conversion Notice delivered upon any conversion of Preferred Shares that solely for
purposes of such conversion such Holder is relying on the Variable Price rather than the Conversion Price then in effect. A Holder’s
election to rely on a Variable Price for a particular conversion of Preferred Shares shall not obligate such Holder to rely on
a Variable Price for any future conversions of Preferred Shares; provided; further, that the provisions of this Section 6(b)
shall not apply to any Excluded Securities.


 


(c) Adjustment of
Conversion Price upon Exchange Listing or Mandatory Conversion. If: (i) the Corporation’s Common Stock, issuable upon
conversion of the Series D Preferred Stock, becomes listed on any of the New York Stock Exchange, the NYSE American, the Nasdaq
Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, or any successor of the foregoing, and the closing
bid price quoted on the Principal Market on the Trading Day prior to such listing is less than the Conversion Price (accounting
for any stock split or prior adjustment to the Conversion Price), then the Conversion Price shall be reduced by 20% of the difference
between the current Conversion Price and such bid price; or (ii) a broker-dealer conducts a financing pursuant to which a Holder
is required to convert its Preferred Shares (regardless of the type or amount of such financing), then the current Conversion Price
shall be reduced by 20%.


 



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(d) Calculations.
All calculations under this Section 6 shall be made by rounding to the nearest cent or the nearest 1/100th of
a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held
by or for the account of the Corporation, and the disposition of any such shares shall be considered an issue or sale of Common
Stock.


 


(e) Voluntary Adjustment
by Corporation. The Corporation may at any time while any Preferred Shares remain outstanding, with the prior consent of the
Required Holders, reduce the then current Conversion Price to any amount and for any period of time deemed appropriate by the Board
of Directors.


 


(f) Excluded Securities.
No adjustments contained in this Section 6 shall be made upon the sale or issuance of any Excluded Securities sold or deemed
to have been sold.


 


(g) Termination.
The provisions of this Section 6 shall terminate and be of no further force or effect on the earlier of: (i) the two (2)
year anniversary of the Closing Date and (ii) the date of which no Preferred Shares remain outstanding.


 


Section 7. Triggering
Events. If at any time while any Preferred Shares remain outstanding and any Triggering Event occurs, the Corporation shall
pay within three (3) days to each Holder $210 per each $1,000 of the Stated Value of each such Holder’s Preferred Shares,
provided however that this Section 7 shall not apply in the case of a failure to timely convert under Section 5(c)(ii)
due to an insufficient number of authorized shares until 120 days from the Closing Date.


 


Section 8.
Other Provisions.


 


(a)
Reservation of Common Stock. After the expiration of sixty (60) days from the Closing Date, or such longer period as provided
for in Section 3(c) of the Securities Purchase Agreement, so long as any Preferred Shares remain outstanding, the Corporation shall
at all times reserve at least two (2) times the number of shares of Common Stock as shall from time to time be necessary to effect
the conversion of all of the Preferred Shares then outstanding and the exercise of all Warrants then outstanding under the Transaction
Documents (without regard to any limitations on conversions) (the “Required Reserve Amount”). Any failure of
the Corporation to maintain the Required Reserve Amount shall be deemed to be a Triggering Event. The Required Reserve Amount (including
each increase in the number of shares so reserved) shall be allocated pro rata among the Holders based on the number of the Preferred
Shares held by each Holder on the Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized
Share Allocation”). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Preferred
Shares, each transferee shall be allocated a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of
Common Stock reserved and allocated to any Person which ceases to hold any Preferred Shares shall be allocated to the remaining
Holders of Preferred Shares, pro rata based on the number of the Preferred Shares then held by the Holders.


 



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(b)
Record Holders. The Corporation shall maintain a register (the “Register”) for the recordation of the
names and addresses of the Holders of each Preferred Share and the Stated Value of the Preferred Shares. The entries in the Register
shall be conclusive and binding for all purposes absent manifest error. The Corporation and each Holder of the Preferred Shares
shall treat each Person whose name is recorded in the Register as the owner of a Preferred Share for all purposes (including the
right to receive payments and dividends hereunder) notwithstanding notice to the contrary.


 


(c)
Transfer of Preferred Shares. A Holder may transfer some or all of its Preferred Shares without the consent of the Corporation,
subject to compliance with the Securities Act of 1933, as amended. If any Preferred Shares are to be transferred, the applicable
Holder shall surrender the applicable Preferred Share Certificate to the Corporation, whereupon the Corporation will forthwith
issue and deliver upon the order of such Holder a new Preferred Share Certificate, registered as such Holder may request, representing
the outstanding number of Preferred Shares being transferred by such Holder and, if less than the entire outstanding number of
Preferred Shares is being transferred, a new Preferred Share Certificate to such Holder representing the outstanding number of
Preferred Shares not being transferred. The Corporation shall record all such transfers pursuant to this Section 8(c) in
the Register.


 


(d)
Lost, Stolen or Mutilated Preferred Share Certificate. Upon receipt by the Corporation of evidence reasonably satisfactory
to the Corporation of the loss, theft, destruction or mutilation of a Preferred Share Certificate (as to which a written certification
and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of
any indemnification undertaking by the applicable Holder to the Corporation in customary and reasonable form and, in the case of
mutilation, upon surrender and cancellation of such Preferred Share Certificate, the Corporation shall execute and deliver to such
Holder a new Preferred Share Certificate representing the applicable outstanding number of Preferred Shares.


 


Section
9. Restriction and Limitations. Except as expressly provided herein or as required by law, so long as any Preferred Shares
remain outstanding, the Corporation shall not, without the vote or written consent of the Required Holders, take any action which
would adversely and materially affect any of the preferences, limitations or relative rights of the Series D Preferred Stock.


 


Section 10. Certain Adjustments.


 


(a)
Stock Dividends and Stock Splits. If the Corporation, at any time while any Preferred Shares remain outstanding: (A) shall
pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity
equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common
Stock issued by the Corporation pursuant to the conversion of the Series D Preferred Stock), (B) subdivide outstanding shares of
Common Stock into a larger number of shares, (C) combine (including by way of reverse stock split) outstanding shares of Common
Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of capital stock
of the Corporation, each Preferred Share shall receive such consideration as if such number Preferred Shares had been, immediately
prior to such foregoing dividend, distribution, subdivision, combination or reclassification, the holder of the number of shares
of Common Stock into which it could convert at such time. Any adjustment made pursuant to this Section shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re-classification. Notwithstanding
the preceding, there shall be no adjustment as a result of the contemplated reverse stock split.


 



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Section
11. Equal Treatment of Holders. No consideration (including any modification of this Amended and Restated Certificate of
Designation or related Transaction Document) shall be offered or paid to any person or entity to amend or consent to a waiver or
modification of any provision of this Amended and Restated Certificate of Designation or Transaction Document unless the same consideration
is also offered to all of the Holders. For clarification purposes, this provision constitutes a separate right granted to each
holder by the Corporation and negotiated separately by each holder, and is intended for the Corporation to treat all Holders as
a class and shall not in any way be construed as such holders acting in concert or as a group with respect to the purchase, disposition
or voting of the Series D Preferred Stock or otherwise.


 


Section
12. Certain Defined Terms. For purposes of this Amended and Restated Certificate of Designation, the following terms shall
have the following meanings:


 


(a) “Closing
Date” shall mean the date of first issuance of the shares of Series D Preferred Stock.


 


(b) “Common
Stock” shall mean the Corporation’s common stock, $0.0001 par value per share.


 


(c) “Consideration
Value” means the value of the applicable Option, Convertible Security as of the date of issuance thereof (as determined
by the Board of Directors in good faith).


 


(d) “Conversion
Price” means, with respect to each Preferred Share, as of any Conversion Date or other date of determination, $0.02,
subject to adjustment as provided herein.


 


(e) “Convertible
Securities” means any stock or securities (other than Options) convertible into or exercisable or exchangeable for shares
of Common Stock.


 


(f) ““Excluded
Securities” means those securities identified and defined as such in the Securities Purchase Agreement.


 


(g) “Holder”
or “Holders” means a holder of Series D Preferred Stock.


 


(h) “Options”
means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.


 


(i) “Person”
means an individual, a limited liability corporation, a partnership, a joint venture, a corporation, a trust, an unincorporated
organization, any other entity or a government or any department or agency thereof.


 



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(j) “Principal
Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market,
the Nasdaq Capital Market, OTCPink, OTCQB, or OTCQX and any successor markets thereto.


 


(k) “Remaining
Liquidation Amount” means $9,000,000.


 


(l) “Required
Holders” means a majority of the Holders, which shall include Cavalry Fund I LP as long as it owns at least five percent
(5%) of the Preferred Shares.


 


(m) “Second
Liquidation Preference” means a liquidation preference of $3,000,000 in cash and/or other property received by the Corporation
pursuant to a liquidation, dissolution or winding up of the business of the Corporation, and which is to be paid to the Series
E Stockholders and the Series F Stockholders after the Holders have received the First Liquidation Preference.


 


(n) “Securities
Purchase Agreement” means that certain Securities Purchase Agreement, dated as of the Closing Date, by and among the
Corporation and the Holders party thereto, a form of which will be on file with the Securities and Exchange Commission.


 


(o) “Series
E Stockholders” means a Person holding Series E Convertible Preferred Stock of the Corporation.


 


(p) “Series
F Stockholders” means a Person holding Series F Convertible Preferred Stock of the Corporation.


 


(q) “Trading
Day” means any day on which the Common Stock is eligible to be traded on the Principal Market or securities market on
which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock
is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading
during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing
time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise
designated as a Trading Day in writing by the Holder.


 


(r) “Transaction
Documents” means this Amended and Restated Certificate of Designations, the Securities Purchase Agreement and each of
the other agreements and instruments entered into or delivered by the Corporation or any of the Holders in connection with the
transactions contemplated hereby and under the Securities Purchase Agreement, each as may be amended from time to time in accordance
with the terms thereof.


 






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(s) “Triggering
Events” means each of the following events:


 


(i) at
any time the Corporation has breached any provision of this Amended and Restated Certificate of Designations and such breach remains
uncured for a period of five (5) consecutive Trading Days (the “Cure Period”), except as set forth in Section
10(n)(ii) below for which such Cure Period shall not apply;


 


(ii) upon
the occurrence of any event explicit stated herein to constitute a “Triggering Event”;


 


(iii) other
than as specifically set forth in another clause of this definition, the Corporation or any of its subsidiaries breaches any material
representation or warranty in any material respect (other than representations or warranties subject to material adverse effect
or materiality, which may not be breached in any respect) or any material covenant or other material term or material condition
of any Transaction Document, except, in the case of a breach of a material covenant or other material term or material condition
that is curable, only if such breach remains uncured for a period of five (5) consecutive Trading Days; or


 


(iv) a
false or inaccurate certification (including a false or inaccurate deemed certification) by the Corporation as to whether any Triggering
Event has or has not occurred.


 


IN WITNESS WHEREOF,
the undersigned has executed this Certificate this 31st day of March 2019.


 


	 	By:	 
	 	Name: 	Miles Jennings
	 	Title:	Chief Executive Officer




 




    A-12


     


    

 


EXHIBIT I


 


TRULI TECHNOLOGIES, INC.


CONVERSION NOTICE


 


Reference is made to
the Amended and Restated Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of Truli
Technologies, Inc. (the “Amended and Restated Certificate of Designations”). In accordance with and pursuant
to the Amended and Restated Certificate of Designations, the undersigned hereby elects to convert the number of shares of Series
D Convertible Preferred Stock, $0.0001 par value per share (the “Preferred Shares”), of Truli Technologies,
Inc., a Delaware corporation (the “Corporation”), indicated below into shares of common stock, $0.0001 par value
per share (the “Common Stock”), of the Corporation, as of the date specified below.


 


	Date of Conversion:	 
	 	 
	Aggregate number of Preferred Shares to be converted	 
	 	 
	Aggregate Stated Value of such Preferred Shares to be converted:	 
	 	 
	Aggregate accrued and unpaid dividends and accrued and unpaid Late Charges with respect to such Preferred Shares and such aggregate dividends to be converted:	 
	 	 
	AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:	 


 


	Please confirm the following information:
	 
	Conversion Price:	 
	 	 



 


	Number of shares of Common Stock to be issued:	 



 


	Please issue the Common Stock into which the applicable Preferred Shares are being converted to Holder, or for its benefit, as follows:
	 
	☐ Check here if requesting delivery as a certificate to the following name and to the following address:
	 
	Issue to:	 



 


	☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:
	 
	DTC Participant:	 
	 	 
	DTC Number:	 
	 	 
	Account Number:	 


 


	Date: _____________ __,	 
	 	 
	 	 
	Name of Registered Holder	 
	 
	By: 	          	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Tax ID: 	 	 
	 	Facsimile: 	         	 
	 
	E-mail Address:	 




 




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EXHIBIT II


 


ACKNOWLEDGMENT


 


The Corporation hereby
acknowledges this Conversion Notice and hereby directs _________________ to issue the above indicated number of shares of Common
Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Corporation and acknowledged and agreed
to by ________________________.


 


	 	TRULI TECHNOLOGIES, INC.
	 	 	 
	 	By:	                    
	 	 	Name:
	 	 	Title:




 




    A-14


     


    

 


Exhibit B


Form of Warrant


 


NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE 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
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON STOCK PURCHASE WARRANT


TRULI
TECHNOLOGIES, INC.


 


	Warrant Shares: __________________	Initial Exercise Date: March 31, 2019


 


THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, __________________, or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five
(5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe
for and purchase from Truli Technologies, Inc., a Delaware corporation (the “Company”), up to ___________ shares
of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share
shall be equal to the Exercise Price (defined below).


 


Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
(the “Purchase Agreement”), dated March 31, 2019, among the Company and the Buyers listed on the Schedule of
Buyers attached thereto.


 


Section 2. Exercise.


 


(a) Exercise
of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as
it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company)
of a duly executed facsimile copy of the “Notice of Exercise Form” annexed hereto. Within two (2) Trading Days following
the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable
Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure
specified in Section 2(c) below is specified in the applicable Notice of Exercise. Notwithstanding anything herein to the
contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall
not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available
hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for
cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises
of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect
of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant
Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date
of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery
of such notice. The Holder by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph,
following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder
at any given time may be less than the amount stated on the face hereof.


 






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(b) Exercise
Price. The exercise price per share of the Common Stock under this Warrant shall be equal to $0.06 per share, subject to adjustment
under Section 3 (the “Exercise Price”).


 


(c) Cashless
Exercise. If at any time after the Initial Exercise Date, there is no effective registration statement covering the resale
of the Warrant Shares by the Holder, then this Warrant may also be exercised at the Holder’s election, in whole or in part
and in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise, at such time by means
of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient
obtained by dividing [(A x B) – (A x C)] by (D), where:


 


		(A)	= the number of Warrant Shares that would be issuable
upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather
than a cashless exercise;



 


		(B)	= the greater of (i) the arithmetic average of the VWAPs (as defined below) for the five (5) consecutive
Trading Days ending on the date immediately preceding the date on which the Holder elects to exercise this Warrant by means of
a “cashless exercise,” as set forth in the applicable Notice of Exercise or (ii) the VWAP for the Trading Day immediately
prior to the date on which the Holder makes such “cashless exercise” election;



 


		(C)	= the Exercise Price of this Warrant, as adjusted
hereunder, at the time of such exercise; and



 


		(D)	= the lesser of (i) the arithmetic average of the
VWAPs for the five (5) consecutive Trading Days ending on the date immediately preceding the date on which the Holder elects to
exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise or (ii)
the VWAP for the Trading Day immediately prior to the date on which the Holder makes such “cashless exercise” election.


 






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“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Principal Market upon
which the Common Stock is then listed or quoted is a trading market, the daily volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on the Principal Market as reported by Bloomberg L.P. (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if the Principal Market upon which the Common Stock
is then listed or quoted is not a trading market, the volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on such Principal Market as applicable, (c) if the Common Stock is not then listed or quoted on the Principal Market,
and if prices for the Common Stock are then reported in the OTC Pink Marketplace of OTC Markets Group, Inc., the most recent bid
price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock
as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then
outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the 1933 Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of
the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position
contrary to this Section 2(c).


 


Notwithstanding anything
herein to the contrary, if on the Termination Date (unless the Holder notifies the Company otherwise) if there is no effective
registration statement covering the resale of the Warrant Shares by the Holder, then this Warrant shall be automatically exercised
via cashless exercise pursuant to this Section 2(c).


 


(d) Mechanics
of Exercise.


 


(i) Delivery
of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted to the Holder by the Transfer
Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit
or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A)
there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by
the Holder or (B) this Warrant is being exercised via cashless exercise and Rule 144 is available, and otherwise by physical delivery
to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of
(A) the delivery to the Company of the Notice of Exercise and (B) payment of the aggregate Exercise Price as set forth above (unless
by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall
be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become
a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company
of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant
to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that a delay in the
delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder. As compensation
to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance
of Warrant Shares upon exercise of this Warrant the proportionate amount of $5 per Trading Day (increasing to $10 per Trading Day
after the fifth (5th) Trading Day) after the Warrant Share Delivery Date for each $1,000 of Exercise Price of Warrant
Shares for which this Warrant is exercised which are not timely delivered. In no event shall liquidated damages for any one transaction
exceed $1,000.00 for the first ten Trading Days. The Company shall pay any payments incurred under this Section 2(d)(i)
in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder,
in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date,
the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon
the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant
portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation
or rescission is given to the Company.


 






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(ii) Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant
Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called
for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant.


 


(iii) Rescission
Rights. If the Company fails to deliver the Warrant Shares by crediting the account of the Holder’s prime broker via
DWAC and causes the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares
pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right, at any time prior to
issuance of such Warrant Shares, to rescind such exercise.


 


(iv) Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to deliver the Warrant Shares, or cause the Transfer Agent to transmit to the Holder a certificate or the
certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after
such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage
firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to
the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for
the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the
Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order
giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the
Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed
rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied
with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price
giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be
required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder
in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 






    B-4


     


    

 


(v) No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


(vi) Charges,
Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such certificate including any charges of any clearing firm,
all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or
in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant
Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment
of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required
for same-day processing of any Notice of Exercise.


 


(vii) Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.


 






    B-5


     


    

 


(e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates, and
any other Persons acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially own in
excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares
of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of
Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned
by the Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other
securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion
or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates.  Except
as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance
with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that
the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the 1934 Act and the
Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities
owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion
of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion
of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation
to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above
shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. For
purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the
number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed
with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice
by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or
oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares
of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates
since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company,
may increase the Beneficial Ownership Limitation provisions of this Section 2(e) solely with respect to the Holder’s
Warrant, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and
the provisions of this Section 2(e) shall continue to apply. Any such increase will not be effective until the 61st
day after such notice is delivered to the Company. The Holder may also decrease the Beneficial Ownership Limitation provisions
of this Section 2(e) solely with respect to the Holder’s Warrant at any time, which decrease shall be effectively
immediately upon delivery of notice to the Company. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall
apply to a successor holder of this Warrant.


 






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Section 3. Certain
Adjustments.


 


(a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant or pursuant to any of the other Transaction Documents), (ii) subdivides outstanding shares of Common Stock
into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into
a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the
Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares
of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall
be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise
of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.
Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date
in the case of a subdivision, combination or re-classification.


 


(b) Adjustments
for Issuance of Additional Securities. For a period of two (2) years from the Initial Exercise Date, in the event that the
Company shall, at any time, effect a Subsequent Placement (in a transaction other than in connection with the issuance of any Excluded
Securities), at a price per share less than the Exercise Price then in effect or without consideration (a “Dilutive Issuance”
based on a “Dilutive Issuance Price”), then the Exercise Price upon each such issuance shall be reduced to the
Dilutive Issuance Price, and the number of Warrant Shares (excluding Warrant Shares previously exercised) shall be increased on
a full ratchet basis to the number of shares of Common Stock determined by multiplying the Exercise Price then in effect immediately
prior to such adjustment by the number of Warrant Shares (excluding Warrant Shares previously exercised) acquirable upon exercise
of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such
adjustment. By way of example, if E is the total number of Warrant Shares in effect immediately prior to such Dilutive Issuance,
F is the Exercise Price in effect immediately prior to such Dilutive Issuance, and G is the Dilutive Issuance Price, the adjustment
to the number of Warrant Shares can be expressed in the following formula: Total number of Warrant Shares after such Dilutive Issuance
= the quotient obtained from dividing [E x F] by G. Provided, however, that if the Company’s Common Stock (including
the Warrant shares) is listed on any of the New York Stock exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq
Global Market, or the Nasdaq Capital Market, or any successor of the foregoing, this Section 3(b) shall not apply following
such listing, subject to Section 3(c).


 






    B-7


     


    

 


(c) Adjustment
of Conversion Price upon Exchange Listing. If the Company’s Common Stock becomes listed on any of the New York Stock
Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, or any successor
of the foregoing, then (accounting for any stock split or prior adjustment to the Exercise Price) the Exercise Price shall be reduced
to the lesser of (i) a 20% discount to the closing bid price quoted on the Principal Market on the Trading Day prior to such listing
and (ii) a 20% discount to the Exercise Price in effect on the date of such listing.


 


(d) Change
in Option Price or Rate of Conversion. If the price per share for which shares of Common Stock may be issuable pursuant to
any Common Stock Equivalent, is less than the applicable Exercise Price then in effect, or if, after any such issuance of Common
Stock Equivalents, the price per share for which shares of Common Stock may be issuable thereafter is amended or adjusted, and
such price as so amended shall be less than the applicable Exercise Price in effect at the time of such amendment or adjustment,
then the applicable Exercise Price and number of Warrant Shares shall be adjusted upon each such issuance or amendment as provided
in this Section 3(d).


 


(e) Calculation
of Consideration Received. In case any Common Stock Equivalent is issued in connection with the issue or sale of other securities
of the Company, together comprising one integrated transaction, (x) the Common Stock Equivalents will be deemed to have been issued
for the Option Value of such Common Stock Equivalents and (y) the other securities issued or sold in such integrated transaction
shall be deemed to have been issued or sold for the difference of (I) the aggregate consideration received by the Company less
any consideration paid or payable by the Company pursuant to the terms of such other securities of the Company, less (II) the Option
Value. If any shares of Common Stock or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash,
the amount of such consideration received by the Company will be deemed to be the net amount received by the Company therefor.
If any shares of Common Stock or Common Stock Equivalents are issued or sold for a consideration other than cash, the amount of
such consideration received by the Company will be the fair value of such consideration, except where such consideration consists
of publicly traded securities, in which case the amount of consideration received by the Company will be the VWAP of such public
traded securities on the date of receipt. If any shares of Common Stock or Common Stock Equivalents are issued to the owners of
the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration
therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable
to such shares of Common Stock or Common Stock Equivalents, as the case may be.


 






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“Option Value”
means the value of a Common Stock Equivalent based on the Black Scholes Option Pricing model obtained from the “OV” function
on Bloomberg L.P. determined as of (A) the Trading Day prior to the public announcement of the issuance of the applicable Common
Stock Equivalent, if the issuance of such Common Stock Equivalent is publicly announced or (B) the Trading Day immediately following
the issuance of the applicable Common Stock Equivalent if the issuance of such Common Stock Equivalent is not publicly announced,
for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to
the remaining term of the applicable Common Stock Equivalent as of the applicable date of determination, (ii) an expected volatility
equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg L.P. as of (A) the Trading
Day immediately following the public announcement of the applicable Common Stock Equivalent if the issuance of such Common Stock
Equivalent is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Common Stock Equivalent
if the issuance of such Common Stock Equivalent is not publicly announced, (iii) the underlying price per share used in such calculation
shall be the highest VWAP of the Common Stock during the period beginning on the Trading Day prior to the execution of definitive
documentation relating to the issuance of the applicable Common Stock Equivalent and ending on (A) the Trading Day immediately
following the public announcement of such issuance, if the issuance of such Common Stock Equivalent is publicly announced or (B)
the Trading Day immediately following the issuance of the applicable Common Stock Equivalent if the issuance of such Common Stock
Equivalent is not publicly announced, (iv) a zero cost of borrow and (v) a 360 day annualization factor.


 


The provisions of this
Section 3(e) shall apply each time the Company, at any time after the Initial Exercise Date and prior to the date that is
eighteen (18) months from the Initial Exercise Date, shall issue any securities with a Dilutive Issuance Price.  Notwithstanding
the foregoing, no adjustment shall be made pursuant to this Section 3(e) with respect to an Exempt Issuance (as defined
in the Purchase Agreement).


 


(f) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above and any rights contained in the Purchase
Agreement, for a period of two (2) years from the Initial Exercise Date, if the Company grants, issues or sells any Common Stock
Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of
shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the
number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise
hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the
extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial
ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent
shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Beneficial Ownership Limitation). Notwithstanding the foregoing, no Purchase Rights will be made under this Section 3(f)
in respect of Excluded Securities.


 


(g) Pro
Rata Distributions. If the Company, for a period of two (2) years from the Initial Exercise Date, shall distribute to all holders
of Common Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or
warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to Section 3(d)),
then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the
record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator
shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record
date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either
case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness
so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any
such distribution is made and shall become effective immediately after the record date mentioned above.


 






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(h) Fundamental
Transaction. For a period of two (2) years from the Initial Exercise Date, if (i) the Company, directly or indirectly, in one
or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the
outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more
related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other
Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held
by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to,
such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then,
upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation
on the exercise of this Warrant), at the option of the Holder the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding
anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall,
at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental
Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to (i) the Black Scholes Value
of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction or (ii) the
positive difference between the cash per share paid in such Fundamental Transaction minus the then in effect Exercise Price. “Black
Scholes Value” means the value of the unexercised portion of this Warrant based on the Black and Scholes Option Pricing Model
obtained from the “OV” function on Bloomberg L.P. determined as of the day of consummation of the applicable Fundamental
Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period
equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date,
(B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg
L.P. as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying
price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value
of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the
time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. The Company
shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents
in accordance with the provisions of this Section 3(h) pursuant to written agreements in form and substance reasonably satisfactory
to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option
of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital
stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise
of this Warrant prior to such Fundamental Transaction (without regard to any limitation on the exercise of this Warrant), and with
an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative
value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such
number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance
to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction
Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and
power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents
with the same effect as if such Successor Entity had been named as the Company herein. Notwithstanding the foregoing, no adjustment
shall be made pursuant to this Section 3(h) with respect to an Exempt Issuance (as defined in the Purchase Agreement).


 






    B-10


     


    

 


(i) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may
be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given
date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


(j) Notice
to Holder.


 


(i) Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly email to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment. The Holder may supply
an email address to the Company and change such address.


 


(ii) Notice
to Allow Exercise by Holder. For a period of two (2) years from the Initial Exercise Date, if (A) the Company shall declare
a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring
cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common
Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval
of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation
or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any
compulsory share exchange whereby the Common Stock is converted into other securities, or (E) the Company shall authorize the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall deliver
to the Holder at its last address as it shall appear upon the Warrant Register (as defined below) of the Company, at least 20 calendar
days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is
to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights
or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share
exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of
record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to email such notice or any
defect therein or in the emailing thereof shall not affect the validity of the corporate action required to be specified in such
notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the
Company or any of the Subsidiaries (as determined in good faith by the Company), the Company shall simultaneously file such notice
with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during
the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise
be expressly set forth herein.


 






    B-11


     


    

 


Section 4. Transfer
of Warrant.


 


(a) Transferability.
Subject to compliance with any applicable securities laws and the provisions of the Purchase Agreement, this Warrant and all rights
hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this
Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially
in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes
payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver
a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified
in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new
holder for the purchase of Warrant Shares without having a new Warrant issued.


 


(b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in
such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial
issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto.


 


(c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


 


(d) Representation
of the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any
exercise hereof, will acquire the Warrant Shares issuable upon exercise, for its own account and not with a view to or for distributing
or reselling such Warrant Shares or any part thereof in violation of the 1933 Act or any applicable state securities law, except
pursuant to sales registered or exempted under the 1933 Act.


 


Section 5. Miscellaneous.


 


(a) No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof other than as explicitly set forth in Section 3.


 


(b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate
of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 






    B-12


     


    

 


(c) 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 Trading Day, then, such action may be taken or such right may be exercised on the next succeeding
Trading Day.


 


(d) Authorized
Shares.


 


The Company covenants
that from 60 days following the Initial Exercise Date (subject to tolling as provided for in Section 4(k) of the Purchase Agreement),
any time during the period the Warrant is outstanding, it will maintain the Required Reserved Amount as set forth in Section 4(k)
of the Purchase Agreement. The Company further covenants that its issuance of this Warrant shall constitute full authority to its
officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the
Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as
may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of any Trading Market upon which the Common Stock may be listed. The Company covenants that
all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by the Company in respect of the
issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


Except and to the extent
as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will
at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon
such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant
and (iii) use best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction
thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


Before taking any action
which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.


 






    B-13


     


    

 


(e) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.


 


(f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered or if not exercised
on a cashless basis when Rule 144 is available, may have restrictions upon resale imposed by state and federal securities laws.


 


(g) Non-waiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,
which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to
cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,
incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.


 


(h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of the Purchase Agreement.


 


(i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


(j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate or that there is no irreparable harm
and not to require the posting of a bond or other security.


 


(k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and
shall be enforceable by the Holder or Holders of Warrant Shares.


 


(l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and Holders of
100% of the outstanding Warrants issued pursuant to the Purchase Agreement.


 


(m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


(n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 


********************


 






    B-14


     


    

 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	TRULI TECHNOLOGIES, INC.
	 	 
	 	By:	 
	 	Name:	Miles Jennings
	 	Title:	Chief Executive Officer


 




    B-15


     


    

 


NOTICE OF EXERCISE


 


To: TRULI TECHNOLOGIES, INC.


 


(1) The
undersigned hereby elects to purchase ___________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
if any.


 


(2) Payment
shall take the form of (check applicable box):


 


☐ in lawful money of the United
States; or


 


☐ [if permitted] the cancellation
of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 2(c), to exercise
this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth
in Section 2(c).


 


(3) Please
issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is
specified below:


_______________________________


 


(4) After
giving effect to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership Limitation.


 


The Warrant Shares shall be delivered to
the following DWAC Account Number or by physical delivery of a certificate to:


 


_______________________________


 


_______________________________


 


_______________________________


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: ______________________________________________________


Signature of Authorized Signatory of Investing
Entity: __________________________________


Name of Authorized Signatory: ____________________________________________


Title of Authorized Signatory: _______________________________________


Date: _______________________________________________________________


 




    B-16


     


    

 


ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


TRULI
TECHNOLOGIES, INC.


 


FOR VALUE
RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


_______________________________________________
whose address is


 


_______________________________________________________________


 


_______________________________________________________________


 


Dated: ______________,
_______


 


 Holder’s Signature: _____________________________


 


 Holder’s Address: _____________________________


 


_____________________________


 


Signature Guaranteed: ___________________________________________


 


NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Warrant.


 




    B-17


     


    

 


Exhibit C


Form of Secretary’s Certificate


 


This certificate is
delivered pursuant to Section 7(v) of that certain Securities Purchase Agreement, dated as of March ___, 2019 (the “Agreement”),
by and among Truli Technologies, Inc., a Delaware corporation (the “Company”) and each of the investors listed on the
Schedule of Buyers attached thereto (individually, a “Buyer” and collectively, the “Buyers”). Capitalized
terms used herein without definition shall have the meanings set forth in the Agreement.


 


The undersigned, the
duly appointed and qualified Secretary of the Company, hereby certifies as follows:


 


1. Attached
hereto as Exhibit A is a true and complete copy of resolutions duly adopted by the Board of Directors approving the Securities
Purchase Agreement and the transactions contemplated thereby, which resolutions are in full force and effect as of the Closing
Date and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.


 


2. Attached
hereto as Exhibit B is a true and complete copy of the Certificate of Incorporation of the Company, as amended, which is
in full force and effect as of the Closing Date.


 


3. Attached
hereto as Exhibit C is a true and correct copy of the Bylaws of the Company, which are in full force and effect as of the
Closing Date.


 


IN WITNESS
WHEREOF, the undersigned has executed this certificate as of the date written above.


 


	 	 
	 	Miles Jennings, Chief Executive Officer




 




    C-1


     


    

 


Exhibit A


Resolutions


 


See attached.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    C-2


     


    

 


Exhibit B


Certificate of Incorporation


 


See attached.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    C-3


     


    

 


Exhibit C


Bylaws


 


See attached.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    C-4


     


    

 


Exhibit D


Form of Officer’s Certificate


 


This certificate is
delivered pursuant to Sections 7(vi) and 7(xi) of that certain Securities Purchase Agreement, dated as of March ___, 2019 (the
“Agreement”), by and among Truli Technologies, Inc., a Delaware corporation (the “Company”) and each of
the investors listed on the Schedule of Buyers attached thereto (individually, a “Buyer” and collectively, the “Buyers”).
Capitalized terms used herein without definition shall have the meanings set forth in the Agreement.


 


The undersigned, being
the duly elected Chief Executive Officer of the Company, hereby certifies as follows:


 


(a) the
representations and warranties in the Agreement are true and correct as of the date when made and as of the Closing Date as though
originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and
correct as of such specific date);


 


(b) the
Company has performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed,
satisfied or complied with by the Company at or prior to the Closing Date; and


 


(c) the
following transactions (the “Acquisitions”) have closed in escrow:


 


(i) the
merger pursuant to that certain Merger Agreement and Plan of Merger, dated March __, 2019 (the “Merger Agreement”)
by and among the Company, Truli Acquisition Co., Inc. and Recruiter.com, Inc.; and


 


(ii) asset
purchase pursuant to that certain Asset Purchase Agreement, dated March __, 2019 (the “Asset Purchase Agreement”) by
and among the Company, Recruiter.com Recruiting Solutions LLC, and Genesys Talent LLC.


 


Each of the Acquisitions
and the transactions contemplated by the Agreement shall be deemed closed upon the Buyers delivering to the Escrow Agent the total
amount of funds referred to in Section 7(xi) of the Agreement and authorizing the Escrow Agent by email or otherwise to release
all signature pages to the Merger Agreement and the Asset Purchase Agreement and related transactions and also releasing the signature
pages of the Buyers and the Company to the Agreement and the signature pages of the Company to the Warrants purchased under this
Agreement.


 


IN WITNESS
WHEREOF, the undersigned has executed this certificate as of the date written above.


 


	 	 
	 	Miles Jennings, Chief Executive Officer


 


 


D-1