Exhibit 10.13


 


SECURITIES PURCHASE AGREEMENT


This SECURITIES
PURCHASE AGREEMENT (this “Agreement”), dated as of June 11, 2014, is entered into by and between MAX SOUND CORPORATION,
a Delaware corporation (the “Company”), and ILIAD RESEARCH AND TRADING, L.P., a Utah limited partnership (the “Buyer”).


A.The
Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under
the Securities Act of 1933, as amended (the “1933 Act”).


B.The
Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement
(i) a Convertible Promissory Note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount
of $282,777.78 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto
in accordance with the terms thereof, the “Note”), convertible into shares of common stock, $0.0001 par value per share,
of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such
Note, and (ii) a Warrant to Purchase Common Stock, in the form attached hereto as Exhibit B (the “Warrant”).


C.For
purposes of this Agreement: “Conversion Shares” means all shares of Common Stock issuable upon conversion of or otherwise
pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable (1) on account
of interest on the Note, or (2) as a result of the events described in Sections 1.3 and 1.4(g) of the Note; “Warrant Shares”
means all shares of Common Stock issuable upon the exercise of or pursuant to the Warrant; and “Securities” means the
Note, the Conversion Shares, the Warrant and the Warrant Shares, as applicable.


NOW THEREFORE, the Company and the Buyer
hereby agree as follows:


1.Purchase and Sale of Securities.


 


1.1.Purchase of Securities. On
the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company
the Note and the Warrant.


 


1.2.Form of Payment. On the Closing
Date, (i) the Buyer shall pay the purchase price for the Securities to be issued and sold to it at the Closing (as defined below)
(the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s
written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver such duly executed Securities
on behalf of the Company, to the Buyer, against delivery of such Purchase Price.


 


1.3.Closing Date. Subject to the
satisfaction (or written waiver) of the conditions set forth in Section 6 and Section 7 below, the date and time of the issuance
and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Daylight Time
on or about June 11, 2014, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement
(the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.


 


1.4.Original
Issue Discount; Transaction Expenses. The Note carries an original issue discount of $27,777.78 (the “OID”). In
addition, the Company agrees to pay $5,000.00 to the Buyer to cover the Buyer’s legal fees, accounting costs, due diligence,
monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction
Expense Amount”), all of which amount is included in the initial principal balance of the Note. The Purchase Price, therefore,
shall be $250,000.00, computed as follows: $282,777.78 original principal balance, less the OID, less the Transaction Expense
Amount.






    	 



    	 



    

 


2.Buyer’s
Representations and Warranties. The Buyer represents and warrants to the Company that:


 


2.1.Authorization; Enforcement.
This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the
Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.


 


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


3.Representations
and Warranties of the Company. The Company represents and warrants to the Buyer that:


 


3.1.Organization and Qualification.
The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and
other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good
standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such
qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
“Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition
or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the
agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other
organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership
interest.


 


3.2.Authorization; Enforcement.
(i) The Company has all requisite corporate power and authority to enter into and perform this Agreement and the other Transaction
Documents (defined below) and to consummate the transactions contemplated hereby and thereby and to issue the Securities in accordance
with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note, and the Warrant by the Company
and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of
the Note and the Warrant along with the issuance and reservation for issuance of all Conversion Shares and Warrant Shares) have
been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board
of Directors, or its stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its
authorized representative, and such authorized representative is the true and official representative with authority to sign this
Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes,
and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its terms.






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3.3.Capitalization. As of
the date hereof, the authorized capital stock of the Company consists of (a) 10,000,000 shares of preferred stock, $0.0001 par
value per share, no shares of which have been issued, and (b) 400,000,000 shares of Common Stock, $0.0001 par value per share,
of which 326,391,750 shares are issued and outstanding. Except as disclosed on the Company’s SEC filings within 12 months
prior to the Closing Date, no shares are reserved for issuance pursuant to the Company’s stock option plans, and except
as disclosed on the Company’s SEC filings within 12 months prior to the Closing Date, no shares are reserved for issuance
pursuant to securities exercisable for, or convertible into or exchangeable for shares of Common Stock. All of such outstanding
shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. Except
as disclosed on the Company’s SEC filings within 12 months prior to the Closing Date, no shares of capital stock of the
Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any liens or encumbrances
imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, except as disclosed
on the Company’s SEC filings within 12 months prior to the Closing Date, (i) there are no outstanding options, warrants,
rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights
of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock
of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound
to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements
under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the
1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or
in any agreement providing rights to security holders) that will be triggered by the issuance of the Note, the Warrant, the Conversion
Shares or the Warrant Shares. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate
of Incorporation or Articles of Incorporation (as applicable) as in effect on the date hereof (“Certificate of Incorporation”),
the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities
convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.
The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive
on behalf of the Company as of the Closing Date.


 


3.4.Issuance of Shares. The
Conversion Shares and the Warrant Shares are duly authorized and reserved for issuance and, upon conversion of the Note or exercise
of the Warrant in accordance with their respective terms, will be validly issued, fully paid and non-assessable, and free from
all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other
similar rights of stockholders of the Company and will not impose personal liability upon the holder thereof.


 


3.5.Acknowledgment of Dilution.
The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion
Shares upon conversion of the Note and the Warrant Shares upon exercise of the Warrant. The Company further acknowledges that
its obligation to issue Conversion Shares and Warrant Shares in accordance with this Agreement, the Note, and the Warrant, as
applicable, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests
of other stockholders of the Company.






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3.6.No Conflicts. The execution,
delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance
of the Conversion Shares and the Warrant Shares) will not (i) conflict with or result in a violation of any provision of the Certificate
of Incorporation or Bylaws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default
(or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license 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 federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the
Company or its securities are subject) 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 (except for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither
the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, Bylaws or other organizational documents
and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time
or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries
has taken any action or failed to take any action that would 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 by which
any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not,
individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any,
are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law,
ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under
the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order
of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or
stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement or
the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and
to issue the Conversion Shares upon conversion of the Note. All consents, authorizations, orders, filings and registrations which
the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.
The Company is not in violation of the listing or quotation requirements of the (1) NYSE Amex, (2) the New York Stock Exchange,
(3) the Nasdaq Global Market, (4) the Nasdaq Capital Market, (5) the OTC Bulletin Board, (6) the OTCQX or OTCQB, or (7) such other
market on which the Common Stock is principally traded at the relevant time, excluding “OTC Pink” published or compiled
by Pink OTC Markets Inc. (formerly Pink Sheets LLC), or any successor entity or other publisher thereof (collectively, the “Principal
Market”), and does not reasonably anticipate that the Common Stock will be delisted or discontinued for quotation by the
Principal Market in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances which might
give rise to any of the foregoing.


 


3.7.SEC Documents; Financial Statements.
The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with
the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”)
(all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules
thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to
herein as the “SEC Documents”). Upon written request, the Company will deliver to the Buyer true and complete copies
of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any
such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have
been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of
the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements
and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance
with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present
in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates
thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in
the Company’s most recently filed SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i)
liabilities incurred in the ordinary course of business subsequent to December 31, 2012 (“Last Audit Date”), and (ii)
obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted
accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material
to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934
Act.






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3.8.Absence of Certain Changes.
Since the Last Audit Date, there has been no material adverse change and no material adverse development in the assets, liabilities,
business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company
or any of its Subsidiaries.


 


3.9.Absence
of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such,
that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might
give rise to any of the foregoing.


 


3.10. Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses
the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets,
trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”)
necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future);
there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened,
which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it
to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s
knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe
on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which
might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect
the secrecy, confidentiality and value of their Intellectual Property. 


 


3.11. No Materially
Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal
restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is
expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract
or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.


 


3.12.
Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other
tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that
the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid
and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown
or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside
on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns,
reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any
jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with
respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None
of the Company’s tax returns is presently being audited by any taxing authority.






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3.13. Certain Transactions.
Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the
ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties,
none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of
its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership,
trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee or partner.


3.14. Disclosure.
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the
Buyer in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has
not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances
under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any
of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable
law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced
or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into an
effective registration statement filed by the Company under the 1933 Act).


3.15. Acknowledgment
Regarding the Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the
capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective
representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation
and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s
decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.


3.16. No
Integrated Offering. Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would
require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer
will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any
stockholder approval provisions applicable to the Company or its securities.


3.17. No
Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction
fees or similar payments relating to this Agreement or the transactions contemplated hereby.




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3.18. Permits;
Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its
properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there
is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company
Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company
Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect. Since the Last Audit Date, neither the Company nor any of its Subsidiaries has received
any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to
possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.


3.19. Environmental Matters.


(a)There
are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company,
no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions,
activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental
liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal,
state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of
the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing.
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.


(b)Other
than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained
on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials
were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the
period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s
or any of its Subsidiaries’ business.


(c)There
are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries
that are not in compliance with applicable law.


 


3.20. Title
to Property. 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 except such as would not have a Material Adverse Effect. Any
real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as would not have a Material Adverse Effect.


 




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3.21. Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company
and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able
to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written request, the
Company will provide to the Buyer true and correct copies of all policies relating to directors’ and officers’ liability
coverage, errors and omissions coverage, and commercial general liability coverage.


3.22. Internal
Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient,
in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in
accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences.


3.23. 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 Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any
corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made
any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


3.24. Solvency.
As disclosed on the Company’s SEC filings, the Company (after giving effect to the transactions contemplated by this Agreement)
has more assets than liabilities and is solvent (i.e., its assets have a fair market value greater than the amount required
to pay its probable liabilities on its existing debts as they become absolute and matured). Currently the Company has no information
that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this
Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time
to time incurred in connection therewith as such debts mature.


3.25. No
Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement,
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.


3.26. Breach
of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth
in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, such breach will be
considered an Event of Default under Section 3.1(d) of the Note.


3.27. No
Section 3(a)(9) Transaction or Section 3(a)(10) Transaction. The Company has not entered into any transaction or arrangement
structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the 1933 Act
or Section 3(a)(10) of the 1933 Act during the three month period immediately preceding the date of this Agreement.


 




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3.28. No
Shell Company. The Company is not, nor has it ever been, the type of “issuer” defined in Rule 144(i)(1) under the
1933 Act (a “Shell Company”). The Company acknowledges and agrees that (i) it is essential to the Buyer that the Buyer
be able to sell Common Stock it receives under the Note and the Warrant in reliance on Rule 144, (ii) if the Company were or ever
had been a Shell Company, any Common Stock received by the Buyer under the Note and the Warrant could not be sold in reliance on
Rule 144 (at least without satisfying additional conditions), and (iii) Buyer is relying on the truth and accuracy of the Company’s
representation in the foregoing sentence and the availability of Rule 144 with respect to Buyer’s selling of Common Stock
in entering into this Agreement and purchasing the Note.


4.COVENANTS.


 


4.1.Best Efforts. The parties shall
use their best efforts to timely satisfy each of the conditions described in Section 6 and 7 of this Agreement.


 


4.2.Form D; Blue Sky Laws. The
Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to
the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall
reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement
under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from
such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.


 


4.3.Use of Proceeds. The Company
shall use the proceeds for general working capital purposes.


 


4.4.Expenses. The Company shall reimburse
the Buyer for expenses incurred by it in connection with the negotiation, preparation, execution, delivery and performance of
this Agreement and the other agreements, documents and approvals to be executed in connection herewith (“Transaction Documents”),
including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees
for stock quotation services, fees relating to any amendments or modifications of the Transaction Documents or any consents or
waivers of provisions in the Transaction Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of
restructuring the transactions contemplated by the Transaction Documents. The Company’s obligation with respect to this
Section 4.4 is to pay the Buyer the Transaction Expense Amount in the manner set forth in Section 1.4.


 


4.5.Financial Information. Upon written
request, the Company agrees to send or make available the following reports to the Buyer until the Buyer transfers, assigns, or
sells all of the Securities: (i) within ten (10) calendar days after the filing with the SEC, a copy of its Annual Report on Form
10-K, its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within one (1) Trading Day (as defined in the
Note) after release, copies of all press releases issued by the Company or any of its Subsidiaries; and (iii) contemporaneously
with the making available or giving to the stockholders of the Company, copies of any notices or other information the Company
makes available or gives to such stockholders.


 


4.6.Listing.
The Company shall promptly secure the listing of the Conversion Shares and the Warrant Shares upon each national securities
exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice
of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock
shall be so listed, such listing of all Conversion Shares and Warrant Shares from time to time issuable upon conversion of the
Note or exercise of the Warrant. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing
and/or quotation, as applicable, and trading of its Common Stock on the Principal Market and will comply in all respects with
the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority
(“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices
it receives from the Principal Market and any other exchanges or quotation systems on which the Common Stock is then listed regarding
the continued eligibility of the Common Stock for listing on such exchanges and quotation systems. 






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4.7.Corporate
Existence. So long as the Buyer beneficially owns the Note, the Company shall maintain its corporate existence and shall not
sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or
substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s
obligations hereunder and under the agreements and instruments entered into in connection herewith, and (ii) is a publicly traded
corporation whose Common Stock is listed for trading or quotation on the Principal Market.


 


4.8.No Integration. The Company
shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration
of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated
with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company
or its securities.


 


4.9.Breach of Covenants. If the
Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer
pursuant to this Agreement, such breach will be considered an Event of Default under Section 3.1(c) of the Note.


 


4.10. Failure
to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements
of the 1934 Act so as to enable the Buyer to sell Common Stock in reliance on Rule 144 (as defined below); and the Company shall
continue to be subject to the reporting requirements of the 1934 Act.


 


4.11. Transfer
Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid
and performed in full:


(a)the
Company shall at all times require its transfer agent (its “Transfer Agent”) to establish a reserve of shares of authorized
but unissued Common Stock in an amount not less than the Reserved Amount (as defined in the Note) (the “Transfer Agent Reserve”);


(b)the
Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer and shall authorize
the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer only (subject to subsection
4.11(c) immediately below);


(c)the
Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer pursuant
to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such is pre-approved
in writing by the Buyer;


(d)the
Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless
such reduction is pre-approved in writing by the Buyer;


 




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(e)no
less frequently than quarterly, the Company shall recalculate the Transfer Agent Reserve as of such time (each a “Transfer
Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent
Reserve pursuant to subsection 4.11(a) above, the Company shall immediately give instructions to the Transfer Agent to cause the
Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares of Common Stock; and


(f)within
three Trading Days of a written request from the Buyer, the Company shall certify in writing to the Buyer (1) the correctness of
the Company’s Transfer Agent Reserve Calculation and (2) that either (A) the Company has instructed the Transfer Agent to
increase the Transfer Agent Reserve in accordance with the terms hereof, or (B) there was no need to increase the Transfer Agent
Reserve, in either case consistent with the Transfer Agent Reserve Calculation.


For the avoidance of any doubt,
the requirements of this Section 4.11 are material to this Agreement and any violation or breach thereof by the Company shall constitute
a default under this Agreement.


4.12. DWAC
Eligibility. For so long as any portion of the Note remains outstanding, the Company shall cause all DWAC Eligible Conditions
(as defined below) to be satisfied. For purposes hereof, the term “DWAC Eligible Conditions” means that (i)
the Common Stock is eligible at DTC (as defined below) for full services pursuant to DTC’s operational arrangements, including
without limitation transfer through DTC’s DWAC (as defined below) system, (ii) the Company has been approved (without revocation)
by the DTC’s underwriting department, (iii) the Transfer Agent is approved as an agent in the DTC/FAST Program (as defined
below), (iv) the Common Stock are otherwise eligible for delivery via DWAC, and (v) the Transfer Agent does not have a policy prohibiting
or limiting delivery of the Common Stock via DWAC. For purposes hereof, the term “DWAC” means Deposit Withdrawal
at Custodian as defined by the DTC; the term “DTC” means the Depository Trust Company; and the term “DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer Program.


4.13. Transfer
or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under
the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (1) the Securities are sold
pursuant to an effective registration statement under the 1933 Act, (2) the Buyer shall have delivered to the Company, at the cost
of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable
transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from
such registration, which opinion shall be accepted by the Company, (3) the Securities are sold or transferred to an “affiliate”
(an “Affiliate”) (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule
144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 4.12
and who is an Accredited Investor, (4) the Securities are sold pursuant to Rule 144, or (5) the Securities are sold pursuant to
Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to
the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions
of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such 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
re-sale of such 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 such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption
thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may
be pledged as collateral in connection with a bona fide margin account or other lending arrangement.


 




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4.14. Legends.
The Buyer understands that the Conversion Shares and the Warrant Shares have not been registered under the 1933 Act, and until
the Conversion Shares and the Warrant Shares are registered or may be sold pursuant to Rule 144 or Regulation S without any restriction
as to the number of securities as of a particular date that can then be immediately sold, certificates representing the Conversion
Shares and the Warrant Shares, as applicable, may bear a restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of the certificates for such Securities):


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION
OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS OR OTHER EVIDENCE ACCEPTABLE
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


The legend
set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon
which it is stamped, if, unless otherwise required by applicable state securities laws, (i) such Security is registered for sale
under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation
S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (ii) such
holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable
transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act,
which opinion shall be accepted by the Company so that the sale or transfer is effected. In the event that the Company does not
accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration,
such as Rule 144 or Regulation S, at the Delivery Date (as defined in the Note), such will be considered an Event of Default under
the Note (including without limitation under Section 3.1(b) of the Note).


5.Transfer Agent Instructions.


 


5.1.Instructions. The Company shall
issue and agree to irrevocable instructions to its transfer agent, in form and substance satisfactory to the Buyer, to issue Conversion
Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with
the applicable terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company
proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, irrevocable
transfer agent instructions in a form that is substantially similar to the Irrevocable Transfer Agent Instructions (including
but not limited to the requirement to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the Company
and successor transfer agent to the Company. The Company warrants that: (i) no instruction other than the Irrevocable Transfer
Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Conversion Shares
shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement,
the Note and/or the Irrevocable Transfer Agent Instructions; (ii) it will not direct its transfer agent not to transfer, or delay,
impair, and/or hinder its transfer agent in transferring (or issuing) any Conversion Shares to the Buyer upon conversion of or
otherwise pursuant to the Note as and when required by the Note, or any Warrant Shares upon exercise of or otherwise pursuant
to the Warrant as and when required by the Warrant, this Agreement and/or the Irrevocable Transfer Agent Instructions; and (iii)
it will not fail to remove (or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from
removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any
Conversion Shares or Warrant Shares issued to the Buyer as and when required by the Note, the Warrant, this Agreement and/or the
Irrevocable Transfer Agent Instructions, as applicable. The Company acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly,
the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without
the necessity of showing economic loss and without any bond or other security being required.






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5.2.DWAC
Eligible. The Company specifically covenants that, as of the Closing Date, all DWAC Eligible Conditions will then be satisfied.
After such date, the Company shall notify the Buyer in writing if the Company at any time while the Buyer holds Securities becomes
aware of any plans of the Transfer Agent to voluntarily or involuntarily terminate its participation in the DTC/FAST Program.
While Buyer holds Securities, the Company shall at all times after the Closing Date maintain a transfer agent which participates
in the DTC/FAST Program, and the Company shall not appoint any transfer agent which does not participate in the DTC/FAST Program.
Nevertheless, if at any time the Company receives a Conversion Notice and all DWAC Eligible Conditions are not then satisfied
(including without limitation because the Transfer Agent is not participating in the DTC/FAST Program or the Conversion Shares
are not otherwise transferable via the DWAC system), then the Company shall instruct the Transfer Agent to immediately issue one
or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer and consistent
with the terms and conditions of the Transaction Documents.


 


5.3.Transfer Fees. The Company shall assume any fees or
charges of the Transfer Agent or Company counsel regarding (i) the removal of a legend or stop transfer instructions with respect
to the Securities, and (ii) the issuance of certificates or DWAC registration to or in the name of the Buyer or the Buyer’s
designee or to a transferee as contemplated by an effective registration statement. Notwithstanding the foregoing, it shall be
the Buyer’s responsibility to obtain all needed formal requirements (e.g., medallion guarantee) in connection with any electronic
issuance of shares of Common Stock.


 


6.Conditions to the Company’s
Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities to the Buyer at the Closing is
subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, 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:


 


6.1.The Buyer shall have executed this
Agreement and delivered the same to the Company.


 


6.2.The Buyer shall have delivered the
Purchase Price in accordance with Section 1.2 above.


 


6.3.The representations and warranties
of the Buyer shall be true and correct in all material respects 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), and the Buyer shall have performed,
satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by the Buyer at or prior to the Closing Date.






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6.4.No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


7.Conditions
to the Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities 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 Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


7.1.The Company shall
have executed this Agreement and delivered the same to the Buyer.


 


7.2.The Company
shall have delivered to the Buyer the duly executed Note and Warrant (in such denominations as the Buyer shall request) in accordance
with Section 1.2 above.


 


7.3.The Irrevocable
Transfer Agent Instructions shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent substantially
in the form attached hereto as Exhibit C.


 


7.4.The Company
shall have delivered to the Buyer a fully executed secretary’s certificate evidencing the Company’s approval of the
Transaction Documents substantially in the form attached hereto as Exhibit D.


 


7.5.The Company shall
have delivered to the Buyer a fully executed share issuance resolution to be delivered to the Transfer Agent substantially in
the form attached hereto as Exhibit E.


 


7.6.The representations
and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing
Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have
received a secretary’s certificate (or officer’s certificate), dated as of the Closing Date, to the foregoing effect
and as to such other matters as required hereby or as may be reasonably requested by the Buyer, together with resolutions adopted
by the board of directors and a share issuance resolution in form and substance reasonably acceptable to the Buyer relating to
and authorizing the Transaction Documents and the transactions contemplated thereby.


 


7.7.No event shall
have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to
a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting
obligations.


 


7.8.The Conversion
Shares and the Warrant Shares shall have been authorized for quotation on the Principal Market and trading in the Common Stock
on the Principal Market shall not have been suspended by the SEC or the Principal Market.


 




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8.Governing Law; Miscellaneous.


 


8.1.Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of Utah without regard to principles of conflicts
of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall
be brought only in the state courts of Utah or in the federal courts located in Salt Lake County, Utah. The parties to this Agreement
hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense
based on lack of jurisdiction or venue or based upon forum non conveniens. In the event that any provision of this Agreement
or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law,
then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process
and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction
Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, 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.


 


8.2.Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and
the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.


 


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


 


8.4.Severability. In the event
that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute
or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision hereof.


 


8.5.Entire Agreement; Amendments.
This Agreement and the instruments referenced herein 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 the Buyer makes any
representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or
amended other than by an instrument in writing signed by the Buyer.


 


8.6.Notices. Any notice required
or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on
the earliest of:


 


(a)the date
delivered, if delivered by personal delivery as against written receipt therefor or by e-mail to an executive officer, or by confirmed
facsimile,


 



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(b)the fifth Trading Day after
deposit, postage prepaid, in the United States Postal Service by certified mail, or


 


(c)the third Trading Day after mailing
by domestic or international express courier, with delivery costs and fees prepaid,


 


in each case, addressed
to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate
by ten (10) calendar days’ advance written notice similarly given to each of the other parties hereto):


 


If to the Company,
to:


MAX SOUND CORPORATION


10685-B Hazelhurst Drive #6572


Houston, Texas 77043


Attn: Greg Halpern, Chief Financial Officer


If to the Buyer:


ILIAD RESEARCH AND TRADING, L.P. 303 East
Wacker Drive, Suite 1200 Chicago, Illinois 60601


Attn: John Fife, President


With a copy by fax only to (which copy shall
not constitute notice):


HANSEN BLACK ANDERSON ASHCRAFT PLLC


2940 West Maple Loop, Suite 103


Lehi, Utah 84043


Attn: Jonathan K. Hansen


 


8.7.Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Notwithstanding
anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation
of law or otherwise, in whole or in part, by the Company without the prior written consent of the Buyer, which consent may be
withheld at the sole discretion of the Buyer; provided, however, that in the case of a merger, sale of substantially all
of the Company’s assets or other corporate reorganization, the Buyer shall not unreasonably withhold, condition or delay
such consent. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Buyer
hereunder may be assigned by Buyer to a third party, including its financing sources, in whole or in part, without the need to
obtain the Company’s consent thereto.


 


8.8.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.


 


8.9.Survival. The representations
and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the Closing hereunder
notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold
harmless the Buyer and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of
or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in
this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 




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8.10. Publicity.
The Company and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC,
Principal Market or FINRA filings, 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 the Buyer, to make any press release or SEC, Principal
Market or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer
shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy
thereof and be given an opportunity to comment thereon).


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


8.12. 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.


8.13. Remedies.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for
a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing
economic loss and without any bond or other security being required.


8.14. Buyer’s
Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents
on the Buyer are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power,
and remedy that the Buyer may have, whether specifically granted in this Agreement or any other Transaction Document, or existing
at law, in equity, or by statute; and any and all such rights and remedies may be exercised from time to time and as often and
in such order as the Buyer may deem expedient.






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8.15. Ownership
Limitation. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, if at
any time the Buyer shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would
cause the Buyer (together with its Affiliates) to beneficially own a number of shares exceeding the Maximum Percentage (as defined
in the Note), then the Company must not issue to the Buyer the excess Ownership Limitation Shares (as defined in the Note). For
purposes of this Section, beneficial ownership of Common Stock will be determined under the 1934 Act. The Company will reserve
the Ownership Limitation Shares for the exclusive benefit of the Buyer. From time to time, the Buyer may notify the Company in
writing of the number of Ownership Limitation Shares that may be issued to the Buyer without causing the Buyer to exceed the Maximum
Percentage. Upon receipt of such notice, the Company shall be unconditionally obligated to immediately issue such designated shares
to the Buyer, with a corresponding reduction in the number of the Ownership Limitation Shares. By written notice to the Company,
the Buyer may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until
the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable
and shall apply to all Affiliates and assigns of the Buyer. Additionally, if at any time after the Closing the Market Capitalization
of the Common Stock (as defined in the Note) falls below $5,000,000, then from that point on, for so long as the Buyer or the
Buyer’s Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted), no
less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital
stock to the Company’s web page located at OTCmarkets.com (or such other web page approved
by the Buyer) and upon request of the Buyer, the Company (or the Company’s transfer agent) shall provide the Buyer within
three (3) Trading Days the then-current number of unissued and unreserved shares of its capital stock. The Company understands
that its failure to so post its shares outstanding and provide the number of unissued and unreserved shares could result in economic
loss to the Buyer. As compensation to the Buyer for such loss, in addition to any other available remedies in the Transaction
Documents or at law or in equity, the Company shall pay the Buyer a late fee of $500.00 per calendar day for each calendar day
that the Company fails to comply with the foregoing obligation to post its shares outstanding and to provide the number of unreserved
and issued shares. As elected by the Buyer, the amount of any late fees incurred under this Section shall either be automatically
added to the principal balance of the Note (without the need to provide any notice to the Company) or otherwise paid by the Company
in immediately available funds upon demand.


8.16. Attorneys’
Fees and Cost of Collection. In the event of any action at law or in equity to enforce or interpret the terms of this Agreement
or any of the other Transaction Documents, the parties agree that the party who is awarded the most money shall be deemed the prevailing
party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and
expenses paid by such prevailing party in connection with the litigation and/or dispute without reduction or apportionment based
upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair a court’s
power to award fees and expenses for frivolous or bad faith pleading.


8.17. Time
of the Essence. Time is expressly made of the essence of each and every provision of this Agreement and the other Transaction
Documents.


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SUBSCRIPTION AMOUNT:


 


	Principal
    Amount of Note:	$282,777.78
	Purchase
    Price:	$250,000.00




 


IN WITNESS WHEREOF, the undersigned
Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.


 


	 	BUYER:
	 	 	 
	 	ILIAD RESEARCH AND TRADING, L.P.
	 	 	 
	 	By:	Iliad Management, LLC, its General Partner
	 	 	 	 
	 	 	By: Fife Trading, Inc., its Manager
	 	 	 	 	 
	 	 	 	By:	/s/ John Fife
	 	 	 	 	John M. Fife, President


  


	 	COMPANY:
	 	 	 
	 	MAX SOUND CORPORATION
	 	 
	 	By:	/s/ Greg Halpern
	 	Printed Name:	Greg Halpern
	 	Title:	Chairman & CFO


Exhibit ANote


Exhibit BWarrant


Exhibit CIrrevocable Transfer Agent Instructions


Exhibit DSecretary’s Certificate


Exhibit EShare Issuance Resolution


 


 


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