EQUITY PURCHASE AGREEMENT


 


This EQUITY PURCHASE AGREEMENT
(the "Agreement"), dated as of August 21, 2014 (the "Execution Date"), is entered into by and between Well
Power, Inc., a Nevada corporation with its principal executive office at 11111 Katy Freeway, Suite # 910, Houston, TX 77079 (the
"Company"), and Premier Venture Partners, LLC, a California limited liability company (the "Investor"), with
its principal executive officers at 4221 Wilshire Blvd., Suite 355, Los Angeles, CA 90010.


 


RECITALS


 


A.                 
The parties desire that, upon the terms and subject to the conditions contained herein, the
Investor shall invest up to Ten Million Dollars ($10,000,000) to purchase the Company's common stock par value $0.001 per share
(the "Common Stock");


 


B.                 
Such investments will be made in reliance upon the exemption from securities registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"), Rule 506 of Regulation D promulgated
by the SEC under the 1933 Act, and/or upon such other exemption from the registration requirements of the 1933 Act as may be available
with respect to any or all of the sales of shares of the Common Stock made hereunder; and


 


C.                 
Contemporaneously with the execution and delivery of this Agreement, the parties hereto are
executing and delivering a Registration Rights Agreement substantially in the form attached hereto as Exhibit A (the "Registration
Rights Agreement ") pursuant to which the Company has agreed to provide the Investor certain rights to register shares of
the Common Stock sold hereunder pursuant to the 1933 Act, and the rules and regulations promulgated thereunder, and applicable
state securities laws.


 


NOW THEREFORE, in consideration
of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and agreements set forth
hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company
and the Investor hereby agree as follows:


 


SECTION 1


DEFINITIONS


 


1.1               
For all purposes of and under this Agreement, the following terms shall have the respective
meanings below, and such meanings shall be equally applicable to the singular and plural forms of such defined terms.


 


"1933 Act" shall have the meaning
set forth in the recitals.


 


"1934 Act" shall mean the Securities
Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the SEC thereunder, all as the
same will then be in effect.


 


"Additional Commitment Shares" shall
mean the number of shares of Common Stock representing 2.5% of $10,000,000 divided by the sum equal to 70% multiplied by the lowest
of the daily VWAPs of the Common Stock on the three Trading Days immediately preceding the Threshold Date and with such shares
being duly authorized, validly issued, fully paid and nonassessable and which, the Company shall cause its transfer agent to issue
and deliver to the Investor not later than 4:00 p.m. (New York City time) on the second day immediately following the Threshold
Date.




    	 



    	 



    

 


"Affiliate" shall have the meaning
set forth in Section 5.7.


 


"Agreement " shall have the meaning
set forth inthe preamble.


 


"Articles of Incorporation " shall
have the meaning set forth in Section 4.3.


 


"By-laws" shall have the meaning
set forth in Section 4.3. "Closing" shall have the meaning set forth in Section 2.4. "Closing Date"shall have
the meaning set forth in Section 2.4. "Common Stock" shall have the meaning set forth in the recitals.


"Commitment Shares" shall mean the
Initial Commitment Shares and the Additional Commitment Shares.


 


"Control" or "Controls"
shall have the meaning set forth in Section 5.7.


 


"Effective Date" shall mean the date
the SEC declares effective under the 1933 Act the Registration Statement covering the Securities.


 


"Environmental Laws" shall have the
meaning set forth in Section 4.13. "Execution Date" shall have the meaning set forth in the preamble. "Indemnified
Liabilities" shall have the meaning set forth in Section 9. "lndemnitees" shall have the meaning set forth in Section
9. "lndemnitor" shall have the meaning set forth in Section 9.


"Initial Commitment Shares" shall
mean 3,955,070 shares of Common Stock representing 2.5% of $10,000,000 divided by the sum equal to 70% multiplied by the lowest
of the daily VWAPs of the Common Stock on the three Trading Days immediately preceding the Execution Date and with such shares
being duly authorized, validly issued, fully paid and nonassessable and which, concurrently with the execution and delivery of
this Agreement on the Execution Date, the Company has caused its transfer agent to issue and deliver to the Investor not later
than 4:00 p.m. (New York City time) on the second Trading Day immediately following the Execution Date.


 


"Ineffective Period" shall mean any
period of time that the Registration Statement or any supplemental registration statement becomes ineffective or unavailable for
use for the sale or resale, as applicable, of any or all of the Registrable Securities (as defined in the Registration




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Rights Agreement) for any reason (or in the
event the prospectus under either of the above is not current and deliverable) during any time period required under the Registration
Rights Agreement.


 


"Investor" shall have the meaning
set forth in the preamble.


 


"Material Adverse Effect" shall have
the meaning set forth in Section 4.1.


 


"Maximum Common Stock Issuance" shall
have the meaning set forth in Section 2.6.


 


"Open Period" shall mean the period
beginning on and including the Tenth Trading Day after the Effective Date and ending on the earlier to occur of (i) the date which
is thirty-six (36) months from the Effective Date; or (ii) termination of the Agreement in accordance with Section


·


 


"Pricing Period" shall mean, with
respect to a particular Put Notice, the Five (5) Trading Days immediately after the applicable Put Notice Date unless extended
pursuant to Section 2.7.


 


"Principal Market" shall mean the
New York Stock Exchange, the NYSE Amex, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
OTCQX, the OTCQB, or the OTC Bulletin Board, whichever is the principal market on which the Common Stock is listed.


 


"Prospectus " shall mean the prospectus,
preliminary prospectus and supplemental prospectus used in connection with the Registration Statement.


 


"Purchase Amount" shall mean the
total amount being paid by the Investor on a particular Closing Date to purchase the Securities.


 


"Purchase Price" shall have the meaning
set forth in Section 2.5.


 


"Put" shall have the meaning set
forth in Section 2.2.


 


"Put Amount" shall have the meaning
set forth in Section 2.2.


 


"Put Notice" shall mean a written
notice sent to the Investor by the Company stating the Put Amount in Shares that the Company intends to sell to the Investor pursuant
to the terms of the Agreement and stating the current number of Shares issued and outstanding on such date.


 


"Put Notice Date" shall mean the
Trading Day on which the Investor receives a Put Notice, determined as follows: a Put Notice shall be deemed delivered on (a) the
Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 9:30 am Eastern Time,
or (b) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 9:30 am Eastern Time on a Trading
Day. No Put Notice may be deemed delivered on a day that is not a Trading Day.




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"Put Restriction" shall mean the
days between the beginning of the Pricing Period and Closing Date for a particular Put Notice. During this time, the Company shall
not be entitled to deliver another Put Notice.


 


"Registration Rights Agreement" shall
have the meaning set forth in the recitals.


 


"Registration Statement" means the
registration statement of the Company filed under the 1933 Act covering the resale of the Securities issuable hereunder by the
Investor, in the manner described in such Registration Statement.


 


"Related Party" shall have the meaning
set forth in Section 5.7. "Resolutions" shall have the meaning set forth in Section 7.5. "SEC" shall mean the
U.S. Securities and Exchange Commission. "SEC Documents" shall have the meaning set forth in Section 4.6.


"Securities" shall mean the shares
of Common Stock issuable pursuant to the terms of the Agreement.


 


"Shares" shall mean the shares of
the Company's Common Stock. "Subsidiaries" shall have the meaning set forth in Section 4.1.


 


"Threshold Date" shall mean the date
whereby Investor has purchased m the aggregate


$5,000,000 worth of Securities pursuant to
this Agreement.


 


"Trading Day" shall mean any day
on which the Principal Market for the Common Stock is open for trading, from the hours of 9:30 am until 4:00 pm.


 


"Transaction Documents" shall mean
this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith, and any other
agreements between the Company and the Investor executed in conjunction with this transaction.


 


"VWAP" means the volume weighted
average price (the aggregate sales price of all trades of Common Stock during a Trading Day divided by the total number of shares
of Common Stock traded during such Trading Day) of the Common Stock during a Trading Day.


 


SECTION 2


PURCHASE AND SALE OF COMMON STOCK


 


2.1               
Purchase and Sale Of Common Stock. Subject to the terms and conditions set forth herein, the
Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having
an aggregate Purchase Price of Ten Million Dollars ($10,000,000).


 




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2.2               
Delivery of Put Notices. Subject to the terms and conditions of the Transaction Documents,
and from time to time during th:Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which
states the number of Shares that the Company intends to sell to the Investor on a Closing Date (the "Put"). The Put Notice
shall be in the form attached hereto as Exhibit B and incorporated herein by reference. The maximum number of Shares that the Company
shall be entitled to Put to the Investor per any applicable Put Notice (the "Put Amount") shall not exceed the lesser
of (i) 200% of the average daily trading volume of Company's common stock on the five Trading Days prior to the date the Put Notice
is received by Investor and (ii) 110% of any previous Put Amount during the Open Period (or for the first Put Notice, 2,000,000
shares). Notwithstanding the preceding sentence, the Put Amount cannot exceed 4.99% of the outstanding shares of the Company. During
the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed.


 


2.3               
Conditions to Investor's Obligation To Purchase Shares. Notwithstanding anything to the contrary
in this Agreement, the Company shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase
any Shares at a Closing unless each of the following conditions are satisfied:


 


(a)                
a Registration Statement shall have been declared effective and shall remain effective
and available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) at all times until
the Closing with respect to the subject Put Notice;


 


(b)                
at all times during the period beginning on the related Put Notice Date and ending
on and including the related Closing Date, the Common Stock (i) shall have been listed or quoted for trading on the Principal Market,
(ii) shall not have been suspended from trading thereon, and (iii) the Company shall not have been notified of any pending or threatened
proceeding or other action to suspend the trading of the Common Stock;


 


(c)                
the Company has complied with its obligations and is otherwise not in breach of or
in default under, this Agreement, the Registration Rights Agreement or any other agreement executed in connection herewith which
has not been cured prior to delivery of the Investor's Put Notice Date;


 


(d)                
no injunction shall have been issued and remain in force, or action commenced by a
governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the Securities; and


 


(e)                
the issuance of the Securities will not violate any shareholder approval requirements
of the Principal Market.


 


(f)                 
If any of the events described in clauses (a) through (e) above occurs during a Pricing
Period, then the Investor shall have no obligation to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.


 


2.4               
Mechanics Of Purchase Of Shares By Investor. Subject to the satisfaction of the conditions
set forth in Sections 2.3, 7 and 8 of this Agreement, the closing of the purchase by the Investor of Shares (a "Closing")
shall occur on the date which is the sixth (6) Trading Day following the applicable Put Notice Date (each a "Closing Date").
Upon each such Closing Date, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically
transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a time reasonably
in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. Within
one business day after receipt of the Securities, the Investor shall deliver to the Company the Purchase Price to be paid for such
shares, determined as set forth in Section 2.5. Notwithstanding the preceding sentence, to the extent that the Purchase Price for
any particular Put would exceed $150,000, then the amount over $150,000 may be paid by the Investor within 15 Trading Days after
Investor's receipt of the Securities.


 




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2.5               
Purchase Price. The Purchase Price for the Securities for each Put shall be the Put Amount
multiplied by seventy percent (70%) of the lowest individual daily VWAP of the Common Stock during the Pricing Period less six
hundred dollars ($600.00).


 


2.6               
Overall limit on common stock issuable. Notwithstanding anything contained herein to the contrary,
if during the Open Period the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be
issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by the Investor, shall not
exceed that number of the shares of Common Stock that may be issuable without shareholder approval (the "Maximum Common Stock
Issuance"). If such issuance of shares of Common Stock could cause a delisting on the Principal Market, then the Maximum Common
Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and the
Articles of Incorporation of the Company, if such issuance of shares of Common Stock could cause a delisting on the Principal Market.
The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely
affect the validity and due authorization of the issuance and sale of Securities or the Investor's obligation in accordance with
the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance limitation,
and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section
2.6.


 


2.7               
Failure to Deliver Shares. If after one Trading Day following any Closing Date, the Company
has failed to deliver any Securities pursuant to this Agreement (and such failure is not caused by the Investor), then the Pricing
Period for such Put Notice shall be extended from the fifth Trading Day following a Put Notice until the date which is the Trading
Day immediately prior to the date which the Securities are actually received by the Investor.


 


2.8               
Limitation On Amount Of Ownership. Notwithstanding anything to the contrary in this Agreement,
in no event shall the Investor be entitled to purchase that number of Shares, which when added to the sum of the number of shares
of Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor,
would exceed 4.99% of the number of shares of Common Stock outstanding on the Closing Date, as determined in accordance with Rule
13d-1G) of the 1934 Act.


 




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SECTION 3


INVESTOR'S REPRESENTATIONS, WARRANTIES AND
COVENANTS


 


The Investor represents
and warrants to the Company, and covenants, that:


 


3.1               
Sophisticated Investor. The Investor has, by reason of its business and financial experience,
such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type
that it is capable of (i) evaluating the merits and risks of an investment in the Securities and making an informed investment
decision; (ii) protecting its own interest; and (iii) bearing the economic risk of such investment for an indefinite period of
time.


 


3.2               
Authorization; Enforcement. This Agreement has been duly and validly authorized, executed
and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in
accordance with its terms, subject to enforceability to general principles of equity and to applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable
creditors' rights and remedies.


 


3.3               
Section 9 of the 1934 Act. During the term of this Agreement, the Investor will comply with
the provisions of Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common
Stock. The Investor agrees not to sell the Company's stock short, either directly or indirectly through its affiliates, principals
or advisors, during the term of this Agreement.


 


3.4               
Accredited Investor. Investor is an "Accredited Investor" as that term is defined
in Rule 50l(a) of Regulation D of the 1933 Act.


 


3.5               
No conflicts. The execution, delivery and performance of the Transaction Documents by the
Investor and the consummation by the Investor of the transactions contemplated hereby and thereby will not result in a violation
of operating agreement or other organizational documents of the Investor.


 


3.6               
Opportunity to Discuss. The Investor has received all materials relating to the Company's
business, finance and operations which it has requested. The Investor has had an opportunity to discuss the business, management
and financial affairs of the Company with the Company's management.


 


3.7               
Investment Purposes. The Investor is purchasing the Securities for its own account for investment
purposes and not with a view towards distribution and agrees to resell or otherwise dispose of the Securities solely in accordance
with the registration provisions of the 1933 Act (or pursuant to an exemption from such registration provisions).


 


3.8               
No Registration as a Dealer. The Investor is not and will not be required to be registered
as a "dealer" under the 1934 Act, either as a result of its execution and performance of its obligations under this Agreement
or otherwise.


 


3.9               
Good Standing. The Investor is a limited liability company, duly organized, validly existing
and in good standing in the State of California.


 




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3.10           
Tax Liabilities. The Investor understands that it is liable for its own tax liabilities.


 


3.11           
Regulation M. The Investor will comply with Regulation M under the 1934 Act, if applicable.


 


3.12           
No short sales. No short sales shall be permitted by the Investor or its affiliates during
the period commencing on the Execution Date and continuing through the termination of this Agreement.


 


SECTION 4


REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


Except as set forth in the Schedules attached
hereto, or as disclosed on the Company's SEC Documents, the Company represents and warrants to the Investor that:


 


4.1               
Organization and Qualification. The Company is a corporation duly organized and validly existing
in good standing under the laws of the State of Nevada, and has the requisite corporate power and authorization to own its properties
and to carry on its business as now being conducted. Both the Company and the companies it owns or controls ("Subsidiaries")
are duly qualified to do business and are 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 have a Material Adverse Effect. As used in this Agreement, "Material Adverse Effect "means
a change, event, circumstance, effect or state of facts that has had or is reasonably likely to have, a material adverse effect
on the business, properties, assets, operations, results of operations, financial condition or prospects of the Company and its
Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered
into in connection herewith, or on the authority or ability of the Company to perform its obligations under the Transaction Documents.


 


4.2               
Authorization; Enforcement; Compliance with Other Instruments.


 


(a)                
The Company has the requisite corporate power and authority to enter into and perform this
Investment Agreement and the Registration Rights Agreement (collectively, the "Transaction Documents"), and to issue
the Securities in accordance with the terms hereof and thereof.


 


(b)                
The execution and delivery of the Transaction Documents by the Company and the consummation
by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant
to this Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization
is required by the Company and its Board of Directors, and no further consent or authorization is currently required by its shareholders.


 


(c)                
The Transaction Documents have been duly and validly executed and delivered by the Company.


 




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(d)                
The Transaction Documents constitute the valid and binding obligations of the Company enforceable
against the Company in accordance with their 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 creditors' rights and remedies.


 


4.3               
Capitalization. As of the date hereof, the authorized capital stock of the Company consists
of, 4,500,000,000 shares of the Common Stock, par value $0.001 per share, of which as of the date hereof, there are at least 107,931,034
shares issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully
paid and nonassessable.


 


Except as disclosed in the Company's publicly
available filings with the SEC:


 


(a)                
no shares of the Company's capital stock are subject to preemptive rights or any other similar
rights or any liens or encumbrances suffered or permitted by the Company;


 


(b)                
there are no outstanding debt securities;


 


(c)                
there are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of 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 shares of 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, any shares of capital stock of the Company or any of its Subsidiaries;


 


(d)                
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 (except the Registration Rights Agreement);


 


(e)                
there are no outstanding securities 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;


 


(f)                 
there are no securities or instruments containing anti-dilution or similar provisions that
will be triggered by the issuance of the Securities as described in this Agreement;


 


(g)                
the Company does not have any stock appreciation rights or "phantom stock" plans
or agreements or any similar plan or agreement; and capital stock.


 


(h)                
there is no dispute as to the classification of any shares of the Company's


 


The Company has furnished to the Investor,
or the Investor has had access through EDGAR to, true and correct copies of the Company's Articles of Incorporation, as in effect
on the date hereof (the "Articles of Incorporation "), and the Company's By-laws, as in effect on the date hereof (the
"By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights
of the holders thereof in respect thereto.


 




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4.4               
Issuance of Shares. As of the Effective Date, the Company will have reserved the amount of
Shares included in the Registration Statement for issuance pursuant to the Transaction Documents, which will have been duly authorized
and reserved (subject to adjustment pursuant to the Company's covenant set forth in Section 5.5 below) pursuant to this Agreement.
Upon issuance in accordance with this Agreement, the Securities will be validly issued, fully paid for and non-assessable and free
from all taxes, liens and charges with respect to the issuance thereof. In the event the Company cannot reserve a sufficient number
of Shares for issuance pursuant to this Agreement, the Company will use its best efforts to authorize and reserve for issuance
the number of Shares required for the Company to perform its obligations hereunder as soon as reasonably practicable.


 


4.5               
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 will not (i) result in a violation
of the Articles of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred
stock of the Company or the By-laws; or (ii) conflict with, or constitute a material default (or an event which with notice or
lapse of time or both would become a material default) under, or give to others any rights of termination , amendment, acceleration
or cancellation of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which the Company or any
of its Subsidiaries is a party, or to the Company's knowledge result in a violation of any law, rule, regulation , order, judgment
or decree (including United States federal and state securities laws and regulations and the rules and regulations of the Principal
Market or principal securities exchange or trading market on which the Common Stock is traded or listed) 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. Neither
the Company nor its Subsidiaries is in violation of any term of, or in default under, the Articles of Incorporation, any Certificate
of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the By laws or their organizational
charter or by-laws, respectively, or any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment , decree
or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible conflicts, defaults,
terminations , amendments, accelerations, cancellations and violations that would not individually or in the aggregate have or
constitute a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be
conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency, regulatory
or self-regulatory agency, or court, except for possible violations the sanctions for which either individually or in the aggregate
would not have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the 1933
Act or any securities laws of any states, to the Company's knowledge, the Company is not required to obtain any consent, authorization,
permit or order of, or make any filing or registration (except the filing of a registration statement as outlined in the Registration
Rights Agreement between the parties) with, any court, governmental authority or agency, regulatory or self-regulatory agency or
other third party in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Transaction
Documents in accordance with the terms hereof or thereof. All consents, authorizations, permits, 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 and are in full force and effect as of the date hereof. The Company and its Subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing. The Company is not, and will not be, in violation of the listing requirements of
the Principal Market as in effect on the date hereof and on each of the Closing Dates and is not aware of any facts which would
reasonably lead to delisting of the Common Stock by the Principal Market in the foreseeable future.




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4.6               
SEC Documents; Financial Statements. As of the date hereof, the Company has 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 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 incorporated by reference therein, and amendments thereto, being hereinafter referred to as
the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through
EDGAR to, true and complete copies of the SEC Documents. As of their respective filing 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 or the time they were amended, if
amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 generally accepted accounting principles, by a firm that is a member of the Public
Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to
the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the
financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided
by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information
referred to in Section 4.3 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither
the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with
any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information
provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any
Closing Date shall be publicly disclosed by the Company prior to such Closing Date.


 


4.7               
Absence of Certain Changes. Except as otherwise set forth in the SEC Documents, the Company
does not intend to change the business operations of the Company in any material way. The Company has not taken any steps, and
does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or its Subsidiaries
have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings.


 




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4.8               
Absence of litigation and/or Regulatory Proceedings. Except as set forth in the SEC Documents,
there is no action, suit, 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 executive officers of Company or any of its Subsidiaries, threatened against
or affecting the Company, the Common Stock or any of the Company's Subsidiaries or any of the Company's or the Company's Subsidiaries'
officers or directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect.


 


4.9               
Acknowledgment Regarding Investor's Purchase of Shares. The Company acknowledges and agrees
that the Investor 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. The Company further acknowledges that the Investor is not acting as a financial advisor
or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated
hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the
Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor's purchase of the
Securities, and is not being relied on by the Company. The Company further represents to the Investor 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.


 


4.10           
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in
the SEC Documents or required with respect to the Transaction Documents, as of the date hereof, no event, liability, development
or circumstance has occurred or exists, or to the Company's knowledge is contemplated to occur, with respect to the Company or
its Subsidiaries or their respective business, properties, assets, prospects, operations or financial condition, that would be
required to be disclosed by the Company under applicable securities laws on a registration statement filed with the SEC relating
to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.


 


4.11           
Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any union
labor dispute nor, to the knowledge of the Company or any of its Subsidiaries, is any such dispute threatened. Neither the Company
nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that
relations with their employees are good. No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company
that such officer intends to leave the Company's employ or otherwise terminate such officer's employment with the Company.


 


4.12           
Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights
or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights,
copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective
businesses as now conducted. Except as set forth in the SEC Documents, none of the Company's trademarks, trade names, service marks,
service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations,
trade secrets or other intellectual property rights necessary to conduct its business as now or as proposed to be conducted have
expired or terminated, or are expected to expire or terminate within two (2) years from the date of this Agreement. The Company
and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of trademark, trade name
rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade
secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information
by others and, except as set forth in the SEC Documents, there is no claim, action or proceeding being made or brought against,
or to the Company's knowledge, being threatened against, the Company or its Subsidiaries regarding trademark, trade name, patents,
patent rights, invention, copyright, license, service names, service marks, service mark registrations , trade secret or other
infringement; and the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the
foregoing. The Company and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality
and value of all of their intellectual properties.




    	12



    	 



    

 


4.13           
Environmental Laws. The Company and its Subsidiaries (i) are, to the knowledge of the management
and directors of the Company and its Subsidiaries, in compliance with any and all applicable foreign, federal, state and local
laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants ("Environmental Laws"); (ii) have, to the knowledge of the management and directors
of the Company, received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct
their respective businesses; and (iii) are in compliance, to the knowledge of the management and directors of the Company, with
all terms and conditions of any such permit, license or approval where, in each of the three (3) foregoing cases, the failure to
so comply would have, individually or in the aggregate, a Material Adverse Effect.


 


4.14           
Title. The Company and its Subsidiaries have 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 are described in the SEC Documents or such as do not materially affect the value of such
property and do not interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries.
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.


 


4.15           
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 reasonably believes to
be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any of
its Subsidiaries has been refused any insurance coverage sought or applied for and neither the Company nor its Subsidiaries 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.


 




    	13



    	 



    

 


4.16           
Regulatory Permits. The Company and its Subsidiaries have in full force and effect all certificates,
approvals, authorizations and permits from the appropriate federal, state, local or foreign regulatory authorities and comparable
foreign regulatory agencies, necessary to own, lease or operate their respective properties and assets and conduct their respective
businesses, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or
modification of any such certificate, approval, authorization or permit, except for such certificates, approvals, authorizations
or permits which if not obtained, or such revocations or modifications which, would not have a Material Adverse Effect.


 


4.17           
Internal Accounting Controls. Except as otherwise set forth in the SEC Documents, the Company
and each of its Subsidiaries maintain a system of internal accounting controls sufficient 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 by a firm
with membership to the PCAOB 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. The Company's management has determined
that the Company's internal accounting controls were not effective as of the date of this Agreement as further described in the
SEC Documents.


 


4.18           
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.


 


4.19           
Tax Status. The Company and each of its Subsidiaries has made or filed all United States federal
and state 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 provision 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.


 




    	14



    	 



    

 


4.20           
Certain Transactions. Except as set forth in the SEC Documents filed at least ten (I0) days
prior to the date hereof and except arm's length transactions pursuant to which the Company makes payments in the ordinary course
of business upon terms no less favorable than the Company could obtain from disinterested third parties and other than the grant
of stock options disclosed in the SEC Documents, 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, such that disclosure would be required in the
SEC Documents.


 


4.21           
Dilutive Effect. The Company understands and acknowledges that the number of shares of Common
Stock issuable upon purchases pursuant to this Agreement will increase in certain circumstances including, but not necessarily
limited to, the circumstance wherein the trading price of the Common Stock declines during the period between the Effective Date
and the end of the Open Period. The Company's executive officers and directors have studied and fully understand the nature of
the transactions contemplated by this Agreement and recognize that they have a potential dilutive effect on the shareholders of
the Company. The Board of Directors of the Company has concluded, in its good faith business judgment, and with full understanding
of the implications, that such issuance is in the best interests of the Company. The Company specifically acknowledges that, subject
to such limitations as are expressly set forth in the Transaction Documents, its obligation to issue shares of Common Stock upon
purchases pursuant to this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have
on the ownership interests of other shareholders of the Company.


 


4.22           
Lock-Up. The Company shall cause its officers, insiders, directors, and affiliates or other
related parties under control of the Company, to refrain from selling Common Stock during each Pricing Period.


 


4.23           
No general solicitation. Neither the Company, nor any of its affiliates, nor any person acting
on its 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 Common Stock to be offered as set forth in this Agreement.


 


4.24           
No brokers, finders or financial advisory fees or commissions. No brokers, finders or financial
advisory fees or commissions will be payable by the Company, its agents or Subsidiaries, with respect to the transactions contemplated
by this Agreement


 


4.25           
FAST/ DWAC. The Company's transfer agent is participating in The Depository Trust Company
("DTC") Fast Automated Securities Transfer ("FAST") program and the Securities are eligible for inclusion in
the FAST program.


 




    	15



    	 



    

 


SECTION 5


COVENANTS OF THE COMPANY


 


5.1               
Best efforts. The Company shall use all commercially reasonable efforts to timely satisfy
each of the conditions set forth in Section 7 of this Agreement.


 


5.2               
Reporting status. Until one of the following occurs, the Company shall file all reports required
to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status, or take an action or fail to
take any action, which would terminate its status as a reporting company under the 1934 Act: (i) this Agreement terminates pursuant
to Section 8 and the Investor has the right to sell all of the Securities without restrictions pursuant to Rule 144 promulgated
under the 1933 Act, or such other exemption, or (ii) the date on which the Investor has sold all the Securities and this Agreement
has been terminated pursuant to Section 8.


 


5.3               
Use of proceeds. The Company will use the proceeds from the sale of the Shares (excluding
amounts paid by the Company for fees as set forth in the Transaction Documents) for general corporate and working capital purposes
and acquisitions or assets, businesses or operations or for other purposes that the Board of Directors, in its good faith deem
to be in the best interest of the Company.


 


5.4               
Financial information. During the Open Period, the Company agrees to make available to the
Investor via EDGAR or other electronic means the following documents and information on the forms set forth: (i) within five (5)
Trading Days after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q,
any Current Reports on Form 8-K and any Registration Statements or amendments filed pursuant to the 1933 Act; (ii) copies of any
notices and other information made available or given to the shareholders of the Company generally, contemporaneously with the
making available or giving thereof to the shareholders; and (iii) within two (2) calendar days of filing or delivery thereof, copies
of all documents filed with, and all correspondence sent to, the Principal Market, any securities exchange or market, or the Financial
Industry Regulatory Association, unless such information is material nonpublic information.


 


5.5               
Reservation of Shares. The Company shall take all action necessary to, at all times, have
authorized and reserved the amount of Shares included in the Registration Statement for issuance pursuant to the Transaction Documents.
In the event that the Company determines that it does not have a sufficient number of authorized shares of Common Stock to reserve
and keep available for issuance as described in this Section 5.5, the Company shall use all commercially reasonable efforts to
increase the number of authorized shares of Common Stock by seeking shareholder approval for the authorization of such additional
shares.


 


5.6               
Listing. The Company will promptly secure and maintain the listing of all of the Registrable
Securities (as defined in the Registration Rights Agreement) on the Principal Market and each other national securities exchange
and automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance)
and shall maintain, such listing of all Registrable Securities from time to time issuable under the terms of the Transaction Documents.
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 (excluding suspensions of not more than one (1) Trading Day resulting
from business announcements by the Company). The Company shall promptly provide to the Investor copies of any notices it receives
from the Principal Market regarding the continued eligibility of the Common Stock for listing on such automated quotation system
or securities exchange. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section
5.6.




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5.7               
Transactions with Affiliates. The Company shall not enter into, amend, modify or supplement,
or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with
any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two
(2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood,
marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial
interest (each a "Related Party"), except for (i) customary employment arrangements and benefit programs on reasonable
terms, (ii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms
which would have been obtainable from a disinterested third party other than such Related Party, or (iii) any agreement, transaction,
commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any
director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect
to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to
any person or entity, another person or entity that, directly or indirectly, (i) has a 5% or more equity interest in that person
or entity, (ii) has 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) is under
common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person
or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.


 


5.8               
Filing of form 8-K. On or before the date which is four (4) Trading Days after the Execution
Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by
the Transaction Documents in the form required by the 1934 Act, if such filing is required.


 


5.9               
Corporate existence. The Company shall use all commercially reasonable efforts to preserve
and continue the corporate existence of the Company.


 


5.10           
Notice of Certain Events Affecting Registration; Suspension of Right To Make a Put. The Company
shall promptly notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or
related prospectus in respect of an offering of the Securities: (i) receipt of any request for additional information by the SEC
or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments
or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings
for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Securities for sale in any jurisdiction or the initiation or notice of any proceeding for such purpose; (iv) the
happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in
the Registrable Securities from time to time issuable under the terms of the Transaction Documents. 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 (excluding suspensions of not more than one (1) Trading Day resulting from business announcements
by the Company). The Company shall promptly provide to the Investor copies of any notices it receives from the Principal Market
regarding the continued eligibility of the Common Stock for listing on such automated quotation system or securities exchange.
The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5.10.




    	17



    	 



    

 


5.11           
Transfer Agent, Prime Broker. Upon the Effective Date, and for so long as the Registration
Statement is effective, the Company shall deliver instructions to its transfer agent to issue shares to the Investor that are covered
for resale by the Registration Statement, and the Company shall ensure that upon delivery to the transfer agent of evidence of
the sale of any such Shares in accordance with the Plan of Distribution section of the then current prospectus relating to such
Registration Statement, such Shares shall be issued to the purchaser electronically or if in certificate form, free of restrictive
legends in accordance with Section 3.11 of the Registration Rights Agreement. In addition, upon the Effective Date and upon any
Put Notice Date, Company's legal counsel shall, at Investor's request, provide an opinion letter addressed to the Company's transfer
agent and any Prime Broker of Investor's choosing, opining as to the availability of the sale of such Shares covered by the Registration
Statement by Investor.


 


5.12           
Acknowledgement of terms. The Company hereby represents and warrants to the Investor that:
(i) it is voluntarily entering into this Agreement of its own freewill, (ii) it is not entering this Agreement under economic duress,
(iii) the terms of this Agreement are reasonable and fair to the Company, and (iv) the Company has had independent legal counsel
of its own choosing review this Agreement, advise the Company with respect to this Agreement, and represent the Company in connection
with this Agreement.


 


SECTION 6


CONDITIONS OF THE COMPANY'S OBLIGATION TO
SELL


 


The obligation hereunder of the Company to
issue and sell the Securities to the Investor is further subject to the satisfaction, at or before each Closing Date, of each of
the following conditions set forth below. 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 Investor shall have executed this Agreement and the Registration Rights Agreement and
delivered the same to the Company.


 


6.2               
The representations and warranties of the Investor shall be true and correct as of the date
when made and as of the applicable Closing Date as though made at that time and the Investor shall have performed, satisfied and
complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied
with by the Investor on or before such Closing Date.


 


6.3               
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement.


 




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SECTION 7


FURTHER CONDITIONS OF THE INVESTOR'S OBLIGATION
TO PURCHASE


 


The obligation of the Investor hereunder to
purchase Securities is subject to the satisfaction, on or before each Closing Date, of each of the following conditions set forth
below.


 


7.1               
The Company shall have executed the Transaction Documents and delivered the same to the Investor.


 


7.2               
The Common Stock shall be authorized for quotation on the Principal Market and trading in
the Common Stock shall not have been suspended by the Principal Market or the SEC, at any time beginning on the date hereof and
through and including the respective Closing Date (excluding suspensions of not more than one (1) Trading Day resulting from business
announcements by the Company, provided that such suspensions occur prior to the Company's delivery of the Put Notice related to
such Closing).


 


7.3               
The representations and warranties of the Company shall be true and correct as of the date
when made and as of the applicable Closing Date as though made at that time and the Company shall have performed, satisfied and
complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied
with by the Company on or before such Closing Date. The Investor may request an update as of such Closing Date regarding the representation
contained in Section 4.3.


 


7.4               
The Company shall have executed and delivered to the Investor the Securities being purchased
by the Investor at each Closing.


 


7.5               
The Board of Directors of the Company shall have adopted resolutions consistent with Section
4.2(ii) (the "Resolutions") and such Resolutions shall not have been amended or rescinded prior to such Closing Date.


 


7.6               
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement.


 


7.7               
The Registration Statement shall be effective on each Closing Date and no stop order suspending
the effectiveness of the Registration statement shall be in effect or to the Company's knowledge shall be pending or threatened.
Furthermore, on each Closing Date (i) neither the Company nor the Investor shall have received notice that the SEC has issued or
intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn
the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened to do so (unless
the SEC's concerns have been addressed), and (ii) no other suspension of the use or withdrawal of the effectiveness of such Registration
Statement or related prospectus shall exist.


 




    	19



    	 



    

 


7.8               
At the time of each Closing, the Registration Statement (including information or documents
incorporated by reference therein) and any amendments or supplements thereto shall not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading
or which would require public disclosure or an update supplement to the prospectus.


 


7.9               
If applicable, the shareholders of the Company shall have approved the issuance of any Shares
in excess of the Maximum Common Stock Issuance in accordance with Section 2.6 or the Company shall have obtained appropriate approval
pursuant to the requirements of Nevada law and the Company's Articles of Incorporation and By-laws.


 


7.10           
The conditions to such Closing set forth in Section 2.3 shall have been satisfied on or before
such Closing Date.


 


7.11           
The Company shall have certified to the Investor the number of Shares of Common Stock outstanding
when a Put Notice is given to the Investor. The Company's delivery of a Put Notice to the Investor constitutes the Company's certification
of the existence of the necessary number of shares of Common Stock reserved for issuance.


 


SECTION 8


TERMINATION


 


8.1               
This Agreement shall terminate upon any of the following events:


 


(a)                
when the Investor has purchased an aggregate of Ten Million Dollars ($10,000,000) in the Common
Stock of the Company pursuant to this Agreement;


 


(b)                
on the date which is thirty-six (36) months after the Effective Date;


 


(c)                
if at any time after the Effective Date, the Registration Statement is no longer in effect;


 


(d)                
the trading of the Common Stock is suspended by the SEC, the Principal Market or FINRA for
a period of two (2) consecutive Trading Days during the Open Period; or,


 


(e)                
the Common Stock ceases to be registered under the 1934 Act or listed or traded on the Principal
Market or the Registration Statement is no longer effective (except as permitted hereunder).. Immediately upon the occurrence of
one of the above-described events, the Company shall send written notice of such event to the Investor.


 


8.2               
Any and all shares, or penalties, if any, due under this Agreement shall be immediately payable
and due upon termination of this Agreement.


 




    	20



    	 



    

 


SECTION 9


INDEMNIFICATION


 


In consideration of the
parties mutual obligations set forth in the Transaction Documents, each of the parties (in such capacity, an "Indemnitor")
shall defend, protect, indemnify and hold harmless the other and all of the other party 's shareholders, officers, directors, employees,
counsel, and direct or indirect investors and any of the foregoing person's 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 reasonable 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 (i) any misrepresentation or breach of any
representation or warranty made by the Indemnitor or any other certificate, instrument or document contemplated hereby or thereby;
(ii) any breach of any covenant, agreement or obligation of the Indemnitor contained in the Transaction Documents or any other
certificate, instrument or document contemplated hereby or thereby; or (iii) any cause of action, suit or claim brought or made
against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or enforcement
of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, except insofar as
any such misrepresentation, breach or any untrue statement, alleged untrue statement, omission or alleged omission is made in reliance
upon and in conformity with information furnished to Indemnitor which is specifically intended for use in the preparation of any
such Registration Statement, preliminary prospectus , prospectus or amendments to the prospectus. To the extent that the foregoing
undertaking by the Indemnitor may be unenforceable for any reason, the Indemnitor shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The indemnity provision s contained
herein shall be in addition to any cause of action or similar rights Indemnitor may have, and any liabilities the Indemnitor or
the Indemnitees may be subject to.


 


SECTION 10


MISCELLANEOUS


 


10.1           
Fees. Except as otherwise set forth below or elsewhere in the Transaction Documents (including
but not limited to Section 5 of the Registration Rights Agreement), each party shall pay the fees and expenses of its advisers,
the accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement. Any attorneys' fees and expenses incurred by either the Company or the Investor
in connection with the preparation , negotiation, execution and delivery of any amendments to this Agreement or relating to the
enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement by another party or any
default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by the party which breached
the Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied in connection
with the issuance of any Securities.


 


(a)                
Initial Commitment Shares. In consideration for the Investor's execution and delivery of this
Agreement, concurrently with the execution and delivery of this Agreement on the Execution Date, the Company shall deliver irrevocable
instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the second Trading
Day immediately following the Execution Date, a certificate representing the Initial Commitment Shares in the name of the Investor
or its designee (in which case such designee name shall have been provided to the Company prior to the Execution Date). Such certificate
shall be delivered to the Investor by overnight courier at its address set forth in Section 10.7 hereof. For the avoidance of doubt,
all of the Initial Commitment Shares shall be fully earned as of the Execution Date, regardless of whether any Put Notices are
issued by the Company or settled hereunder. Upon issuance, the Initial Commitment Shares shall constitute "restricted securities"
as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (d) of this Section
10.1, the certificates representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection
(c) of this Section 10.2. The Initial Commitment Shares shall constitute Registrable Securities and shall be included in the Registration
Statement in accordance with the terms of the Registration Rights Agreement.


 


(b)                
Additional Commitment Shares. Upon the Threshold Date, the Company shall deliver irrevocable
instructions to its transfer agent to issue to the Investor not later than 4:00 p.m. (New York City time) on the second business
day immediately following the Threshold Date, a certificate representing the Additional Commitment Shares in the name of the Investor
or its designee (in which case such designee name shall have been provided to the Company prior to the Threshold Date). Such certificate
shall be delivered to the Investor by overnight courier at its address set forth in Section 10.7 hereof. For the avoidance of doubt,
all of the Additional Commitment Shares shall be fully earned as of the date required for delivery above. Upon issuance, the Additional
Commitment Shares shall constitute "restricted securities" as such term is defined in Rule 144(a)(3) under the Securities
Act and shall bear the restrictive legend set forth below in subsection (c) of this Section 10.2. The Additional Commitment Shares
shall not constitute Registrable Securities and shall not be included in the Registration Statement in accordance with the terms
of the Registration Rights Agreement


 


(c)                
Legends. The certificate(s) representing the Commitment Shares, except as set forth below,
shall bear a restrictive legend in substantially the following form:


 


THE OFFER AND SALE OF 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 TO THE HOLDER (IF REQUESTED
BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 




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(d)                
Removal of Legend. From and after the Effective Date, the Company shall, no later than two
Trading Days following the delivery by the Investor to the Company or the Company's transfer agent (with notice to the Company)
of a legended certificate representing the Initial Commitment Shares (endorsed or with stock powers attached, signatures guaranteed,
and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), as directed by the Investor, either:
(A) issue and deliver (or cause to be issued and delivered) to the Investor a certificate representing such Commitment Shares that
is free from all restrictive and other legends or (B) cause the Company's transfer agent to credit the Investor' s or its designee's
account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number
of Initial Commitment Shares represented by the certificate so delivered by the Investor (the date by which such certificate is
required to be delivered to the Investor or such credit is so required to be made to the account of the Investor or its designee
at DTC pursuant to the foregoing is referred to herein as the "Required Delivery Date"). If the Company fails on or prior
to the Required Delivery Date to either (i) issue and deliver (or cause to be issued and delivered) to the Investor a certificate
representing the Commitment Shares that is free from all restrictive and other legends or (ii) cause the Company's transfer agent
to credit the balance account of the Investor or its designee at DTC through its Deposit/Withdrawal at Custodian (DWAC) system
with a number of shares of Common Stock equal to the number of Commitment Shares represented by the certificate delivered by the
Investor pursuant hereto, then, in addition to all other remedies available to the Investor, the Company shall not be able to issue
a Put Notice to Investor. In addition, to the extent applicable or necessary, the Company shall cooperate with Investor to provide,
at Company's expense, any legal opinions required to sell any Commitment Shares pursuant to Rule 144 under the 1933 Act.


 


10.2           
Law governing this agreement. This Agreement shall be governed by and construed in accordance
with the laws of the State of California 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 California
or in the federal courts located in Los Angeles County, California. 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. The parties executing this Agreement and other agreements referred to herein or delivered
in connection herewith on behalf of the Company agree to submit to the in person am jurisdiction of such courts and hereby irrevocably
waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and
costs. 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 Documents 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.


 


10.3           
Counterparts. This Agreement may be executed in any number of counterparts and by the different
signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts
shall constitute but one and the same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature
or other similar electronic means with the same force and effect as if such signature page were an original thereof.


 




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10.4           
Headings; Singular/Plural. The headings of this Agreement are for convenience of reference
and shall not form part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement
, the singular shall include the plural and masculine shall include the feminine.


 


10.5           
Severability. If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement
in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.


 


10.6           
Entire agreement; amendments. This Agreement is the final agreement between the Company and
the Investor with respect to the terms and conditions set forth herein, and, the terms of this Agreement may not be contradicted
by evidence of prior, contemporaneous or subsequent oral agreements of the Parties.


 


10.7           
Notices. Any notices 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 electronic mail (provided confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications
shall be:


 


If to the Company:


Well Power, Inc.


Attn: Dan M. Patience


11111 Katy Freeway, Suite # 910


Houston, TX 77079


 


If to the Investor:


 


Premier Venture Partners, LLC


4221 Wilshire Blvd., Suite 355


Los Angeles, CA 90010


Fax: (323) 315-2273


 




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Each party shall provide five (5) days prior
written notice to the other party of any change in address or facsimile number.


 


10.8           
No assignment. This Agreement may not be assigned.


 


10.9           
No third party beneficiaries. This Agreement is intended for the benefit of the parties hereto
and is not for the benefit of, nor may any provision hereof be enforced by, any other person, except that the Company acknowledges
that the rights of the Investor may be enforced by its general partner.


 


10.10        
Survival. The representations and warranties of the Company and the Investor contained in
Sections 3 and 4, the agreements and covenants set forth in Sections 5 and 6, and the indemnification provisions set forth in Section
9, shall survive each of the Closings and the termination of this Agreement.


 


10.11        
Publicity. The Company and the Investor shall consult with each other in issuing any press
releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any
such press release or otherwise make any such public statement without the prior consent of the other party, which consent shall
not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law,
in which such case the disclosing party shall provide the other party with prior notice of such public statement. The Investor
acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be "material contracts"
as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents
as exhibits to reports or registration statements filed under the 1933 Act or the 1934 Act. The Investor further agrees that the
status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its
counsel.


 


10.12        
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.


 


10.13        
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, as
the parties mutually agree that each has had a full and fair opportunity to review this Agreement and seek the advice of counsel
on it.


 


10.14        
Remedies. The Investor shall have all rights and remedies set forth in this Agreement and
the Registration Rights Agreement 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 the Investor has by law. Any person having any rights under any provision of
this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages
by reason of any default or breach of any provision of Agreement, including the recovery of reasonable attorneys fees and costs,
and to exercise all other rights granted by law.


 




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10.15        
Payment set aside. To the extent that the Company makes a payment or payments to the Investor
hereunder or under the Registration Rights Agreement or the Investor enforces or exercises its 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,
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.


 


10.16        
Pricing of common stock. For purposes of this Agreement, the VWAP of the Common Stock shall
be as reported on Bloomberg, L.P., Quotestream, or other applicable service.


 


SECTION 11


NON-DISCLOSURE OF NON-PUBLIC INFORMATION


 


The Company shall not disclose
non-public information to the Investor, its advisors, or its representatives.


 


Nothing in the Transaction
Documents shall require or be deemed to require the Company to disclose non-public information to the Investor or its advisors
or representatives, and the Company represents that it does not disseminate non-public information to any investors who purchase
stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding
anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives
of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose
the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of
the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed
in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit
a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which
they were made, not misleading. In addition, neither the Company or any of its Subsidiaries, nor any of their respective directors,
officers, employees or agents shall disclose any material non-public information about the Company to the Investor, unless a simultaneous
public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the
foregoing covenant by the Company or any of its Subsidiaries, or any of their respective directors, officers, employees and agents
(as determined in the reasonable good faith judgment of the Investor), (i) the Investor shall promptly provide written notice of
such breach to the Company and (ii) after such notice has been provided to the Company and in addition to any other remedy provided
herein or in the other Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press
release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company,
any of its Subsidiaries, or any of their respective directors, officers, employees or agents; provided that the Company shall have
failed to publicly disclose such material, non-public information within 24 hours following such demand by the Investor. The Investor
shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees,
stockholders or agents, for any such disclosure.


 




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SECTION 12


ACKNOWLEDGEMENTS OF THE PARTIES


 


Notwithstanding anything
in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no
representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will
not short the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section
5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless
prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and
(iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through
(iii) above if the Investor effects any transactions in the securities of the Company.


 


(Signature page immediately follows)


 




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IN WITNESS WHEREOF, the
parties have caused this Equity Purchase Agreement to be duly executed by their respective authorized representatives as of the
Execution Date.


 


	
        “COMPANY”

         

        Well Power, Inc.,

        a Nevada corporation

         

        By: /s/ Dan Patience

        Name: Dan Patience

        Title: President
	
        “INVESTOR”

         

        Premier Venture Partners, LLC,

        a California limited liability company

         

        By:

        Name:

        Title:



 








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