Exhibit
10.1


 


Execution
Copy


 


SECURITIES
PURCHASE AGREEMENT


 


THIS
SECURITIES PURCHASE AGREEMENT (the “Agreement”), is entered into as of October [ ], 2017 (the “Execution
Date”), by and among Truli Media Group, Inc., a Delaware corporation, with headquarters located at 550 Sylvan Ave.,
Suite 101, Englewood Cliffs, New Jersey 07632 (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 A Convertible Preferred
Stock (the “Series A 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,
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 (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 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 up to an aggregate amount of $700,000.00
for all Buyers (the “Closing”).


 


(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, White
& Lioce, 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 up to an aggregate
amount of $700,000.00 for all Buyers. Each Buyer shall pay $1.00 for each Preferred Share and related Warrants to be purchased
by such Buyer at the Closing.


 


(iv) Form
of Payment. On the Closing Date, (A) each Buyer shall deliver to Nason, Yeager, Gerson, White & Lioce, P.A. as escrow
agent (“Escrow Agent”), its portion of the Purchase Price to the Company for the Preferred Shares and Warrants
to be issued and sold to such Buyer at the Closing (less, in the case of any Buyer the amount withheld by such Buyer pursuant
to Section 4(f)), by wire transfer of immediately available funds in accordance with the Escrow Agent’s written wire
instructions and (B) 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 below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.


 


(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.


 






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(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.


 


(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); (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).


 






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(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.


 


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. 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.


 






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(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 Securities 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 (but excluding
the Subsidiary Truli Media Corp. for which the Company makes no representations and warranties):


 


(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.
As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% 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.
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.


 


(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.


 






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(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.


 


(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.


 






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(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 June 30, 2017
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, 2017 and 2016, 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).


 


(l) Absence
of Certain Changes. Since April 1, 2017, except as disclosed in the Company’s Annual Report on Form 10-K filed with
the SEC on June 30, 2017, 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);


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xiv) 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;


 






    	 	10	 



     


    

 


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


 


(xvi) 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) 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) 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) 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;


 


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


 


(xxii) 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 (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.


 






    	 	11	 



     


    

 


(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.


 


(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, 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);


 






    	 	12	 



     


    

 


(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;


 


(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 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.
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).


 






    	 	13	 



     


    

 


(r) Equity
Capitalization. As of the Execution Date, the authorized capital stock of the Company consists of (i) 250,000,000 shares of
Common Stock, of which as of the Execution Date, 2,554,197 are issued and outstanding, none are reserved for issuance pursuant
to the Company’s stock option and purchase plans and (ii) 10,000,000 shares of preferred stock, $0.0001 par value per share
and, as of the Execution Date, no shares of which 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 Schedule 3(r)(C),
other than with respect to the securities issued pursuant to this Agreement, (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.


 






    	 	14	 



     


    

 


(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.


 






    	 	15	 



     


    

 


(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.


 


(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.


 






    	 	16	 



     


    

 


(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.


 






    	 	17	 



     


    

 


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.


 


(v) Assets;
Title.


 


(i) Except
as disclosed on Schedule 3(v), each of the Company and its Subsidiaries has good and valid title 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 disposed of 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.


 






    	 	18	 



     


    

 


(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 their 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.


 


(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.


 






    	 	19	 



     


    

 


(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.


 


(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.


 






    	 	20	 



     


    

 


(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.


 


(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.


 






    	 	21	 



     


    

 


(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.


 


(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.


 






    	 	22	 



     


    

 


(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 30, 2017.


 


(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.


 






    	 	23	 



     


    

 


(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”).


 


(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.


 






    	 	24	 



     


    

 


(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.


 


(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.


 






    	 	25	 



     


    

 


	 	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 investor relations, working capital and
other general corporate purposes 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 as
disclosed on Schedule 4(b).


 


(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 none of the Preferred Shares is 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 or OTCQX, if any, upon which the Common Stock is then listed (subject to official
notice of issuance) or quoted (such primary exchange or trading market, the “Principal Market”) (the date such
listing initially occurs, the “Listing Date”) 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 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).


 






    	 	26	 



     


    

 


(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), which amount may be withheld by such Buyer from its 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.


 


(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. The Company shall, on or before 9:30 a.m., New York time, on the first (1st)
Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable
to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30
a.m., New York time, on the first (1st) 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; 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 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.


 






    	 	27	 



     


    

 


(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 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 3 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) 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).


 


(k) Reservation
of Shares. The Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance,
no less than 300% 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 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.


 






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(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”.


 


(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, may 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.


 






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


 


(3) “Excluded
Securities” means (i) shares of Common Stock, restricted stock units or standard options to purchase Common Stock issued
to directors, officers 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, 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.


 






    	 	30	 



     


    

 


(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 any additional closings of the offering contemplated by
this Agreement, a public offering pursuant to a firm commitment underwriting agreement.


 


(ii) Except
as provided for herein, from the Closing Date until the date that is 24 months thereafter, 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 stated value of Preferred Shares issued on
the Closing Date) of at least fifty-five percent (55%) 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.


 






    	 	31	 



     


    

 


(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 (ii) 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.


 






    	 	32	 



     


    

 


(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.


 






    	 	33	 



     


    

 


(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.


 


(p) D&O
Insurance. The Company shall obtain 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 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 (ii) 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.


 






    	 	34	 



     


    

 


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


 


(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 Depository Trust Company Automated Securities Transfer Program and cause the Common Stock to be transferable
pursuant to such program.


 


(w) Redemption
Upon Default or Triggering Event. Upon the occurrence of any breach of any covenants or obligations by the Company or event
of default under any of the Transaction Documents, including but not limited to the occurrence of any Triggering Event (as defined
in the Certificate of Designations), which default or Triggering Event has not been cured within three (3) Business Days of written
notice from any Buyer, in addition to, and not in substitution of, any other rights of any such Buyer pursuant to the applicable
Transaction Document, each Buyer or its designee shall have the right (“Redemption Right”), but not the obligation,
to direct the Company to redeem, all of the Preferred Shares held by such Buyer for a redemption price equal to 130% of the Purchase
Price for such shares (the “Redemption Price”); provided, that no Redemption Right hereunder shall be effective
until such time as the Company shall have received notice by the Required Holder electing to exercise such Redemption Rights.
Each Buyer or its designee may exercise its Redemption Right at any time following any such event of default; provided that:


 


(i) The
Redemption Right may not be exercised in the event that such exercise of Redemption Right violates applicable law.


 


(ii) Once
given, a Redemption Notice (as defined below) shall be irrevocable subject to the payment of the Redemption Price.


 


(iii) The
Redemption Right shall be exercised by the Buyer’s or its designee’s delivery to the Purchasers of (a) written notice
(the “Redemption Notice”) regarding the exercise of the Redemption Right specifying the amount of shares to
be redeemed and the Redemption Price.


 


(iv) The
closing of the redemption pursuant to the exercise of the Redemption Right (the “Redemption Closing”) shall
occur no sooner than ten (10) days and no later than fifteen (15) days following the Company’s receipt of the Redemption
Notice assuming that the right to cure has lapsed.


 


(v) At
the Redemption Closing, the Company shall deliver to each appropriate Buyer the applicable Redemption Price by immediately available
funds.


 


(x) 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.


 






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	 	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 (less, in the case of any Buyer, the amount withheld by such
Buyer pursuant to Section 4(f)) 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.


 


	 	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 such Buyer 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.


 






    	 	36	 



     


    

 


(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, excluding Truli Media Corp., 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 D.


 


(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 Financial 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 E.


 


(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.


 


(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.


 


	 	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.


 






    	 	37	 



     


    

 


	 	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 The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, 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.


 


(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).


 






    	 	38	 



     


    

 


(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.


 






    	 	39	 



     


    

 


(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
Media Group, Inc.


550
Sylvan Ave., Suite 101


Englewood
Cliffs, NJ


Telephone:
(201) 608 5101


Email:
emaza@outlook.com


Attention:
Elliot Maza, Chief Financial Officer


 


With
a copy (for informational purposes only) to:


 


Nason,
Yeager, Gerson, White & Lioce, P.A.


3001
PGA Boulevard


Suite
305


Palm
Beach Gardens, FL 33410


Telephone:
561.471.3507


Email:
mharris@nasonyeager.com


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:
305.539.3300


E-mail:
clayton.parker@klgates.com


             john.owens@klgates.com


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.


 


(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.


 






    	 	40	 



     


    

 


(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.


 


(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.


 






    	 	41	 



     


    

 


(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.


 


(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.


 






    	 	42	 



     


    

 


(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.


 


(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.


 






    	 	43	 



     


    

 


(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 of Company” or “Company’s Knowledge” or any other similar
knowledge qualification, means the actual knowledge of Elliot Maza in his capacity as the former Chief Executive Officer of the
Company and as the Chief Financial Officer of the Company as of the Execution Date.


 


**
Signature Page Follows **


 




    	 	44	 



     


    

 


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
    MEDIA GROUP, INC.
	 	 	 
	 	By:	 
	 	Name:	Elliot
    Maza
	 	Title:	Chief
    Financial Officer


 




     

     


    

 


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:
	 	 	 
	 	By:	    
	 	Name:	 
	 	Title:	 


 




     

     


    

 


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:
	 	 
	 	[OTHER
    BUYERS]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




     

     


    

 


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