vism_ex1028





Exhibit
10.28






 


SECURITIES
PURCHASE AGREEMENT

 


 


This
SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of October
21, 2020, by and between VISIUM
TECHNOLOGIES, INC., a Florida corporation, with its address
at 4094 Majestic Lane, Suite 360, Fairfax, VA 22033 (the
“Company”), and ________________, an individual, with
its address at _______________________________ (the
“Buyer”).


 


WHEREAS:


 

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”); and


 

B. Buyer desires to
purchase and the Company desires to issue and sell, upon the terms
and conditions set forth in this Agreement a note of the Company,
in the form attached hereto as Exhibit A, in the aggregate
principal amount of $____________ (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”), and ___________ shares of Visium Technologies,
Inc. $0.0001 par value common stock (the
“Shares”).


 


NOW THEREFORE, the Company and the Buyer
severally (and not jointly) hereby agree as follows:

 




1.


Purchase and Sale of Note and Common Stock.





 

a. Purchase of Note and Common
Stock. 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 such principal amount of Note and number Shares,
as is set forth immediately below the Buyer’s name on the
signature pages hereto.


 

(ii) Form
of Payment. On the Closing Date (as defined below), (i) the
Buyer shall pay the purchase price for the Note 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 Shares and Note in the
principal amount equal to the Purchase Price as is set forth
immediately below the Buyer’s name on the signature pages
hereto, and the Company shall deliver the Shares and such duly
executed Note on behalf of the Company, to the Buyer, against
delivery of such Purchase Price.


 

b. Closing Date. Subject to the
satisfaction (or written waiver) of the conditions thereto set
forth in Section 6 and Section 7 below, the date and time of the
issuance and sale of the Note pursuant to this Agreement (the
“Closing Date”) shall be 12:00 noon, Eastern Standard
Time on or about October 21, 2020, 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.

 

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

 

a. Investment Purpose. As of the
date hereof, the Buyer is purchasing the Note and the shares of
Common Stock issuable upon conversion of or otherwise pursuant to
the Note (such shares of Common Stock being collectively referred
to herein as the “Conversion Shares” and, collectively
with the Note, the “Securities”) for its own account
and not with a present view towards the public sale or distribution
thereof, except pursuant to sales registered or exempted from
registration under the 1933 Act.

 

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


 

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


 

d. Information. The Company has
not disclosed to the Buyer any material nonpublic information and
will not disclose such information unless such information is
disclosed to the public prior to or promptly following such
disclosure to the Buyer.

 


e. Legends. The Buyer understands
that the Note and, until such time as the Conversion Shares have
been registered under the 1933 Act; or may be sold pursuant to an
applicable exemption from registration, the Conversion Shares may
bear a restrictive legend in substantially the following
form:

  





 







 





 


"THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED,
SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE
ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE
HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY
ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH
SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR
OTHERWISE TRANSFERRED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS."

 


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, (a) such Security is registered
for sale under an effective registration statement filed under the
1933 Act or otherwise may be sold pursuant to an exemption from
registration without any restriction as to the number of securities
as of a particular date that can then be immediately sold, or (b)
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. The Buyer agrees to sell all
Securities, including those represented by a certificate(s) from
which the legend has been removed, in compliance with applicable
prospectus delivery requirements, if any. 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, at the Deadline, it
will be considered an Event of Default pursuant to Section 3.2 of
the Note.


 

f. 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.


 

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


 

a. 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. “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.


 

b. Authorization; Enforcement. (i)
The Company has all requisite corporate power and authority to
enter into and perform this Agreement, the Note 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 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 issuance and reservation for issuance of the
Conversion Shares issuable upon conversion or exercise thereof)
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 shareholders 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.

 

c. Capitalization. As of the date
hereof, the authorized common stock of the Company consists of
10,000,000,000 authorized shares of Common Stock, $0.0001 par value
per share, of which 2,127,537,623 shares are issued and
outstanding. All of such outstanding shares of capital stock are,
or upon issuance will be, duly authorized, validly issued, fully
paid and non-assessable. .


 

d. No Conflicts. The execution,
delivery and performance of this Agreement, the Note 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)
will not (i) conflict with or result in a violation of any
provision of the Certificate of Incorporation or By-laws, 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). 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. “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.


 



 







 






 

e. SEC Documents; Financial
Statements. 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
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 or if amended, as of the dates of the amendments,
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 or if
amended, as of the dates of the amendments, 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). The
Company is subject to the reporting requirements of the 1934
Act.


 

f. Absence of Certain Changes.
Since September 30, 2019, except as set forth in the SEC Documents,
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.

 

g. Absence of Litigation. Except
as set forth in the SEC Documents, 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.

 

h. 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 shareholder approval provisions
applicable to the Company or its securities.


 

i. 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.

 

j. 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.

 

k. 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, it will be considered an Event of default under
Section 3.4 of the Note.


 



 







 






 




4.

COVENANTS.





 

a. Best Efforts. The Company shall
use its best efforts to satisfy timely each of the conditions
described in Section 7 of this Agreement.


 

b. Form D; Blue Sky Laws. The
Company agrees to timely make any filings required by federal and
state laws as a result of the closing of the transactions
contemplated by this Agreement.

 

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

 

d. Expenses. At the Closing, the
Company’s obligation with respect to the transactions
contemplated by this Agreement is to reimburse Buyer’
expenses shall be $3,000.00 for Buyer’s legal fees and due
diligence fee.

e. Corporate Existence. So long as
the Buyer beneficially owns any Note, the Company shall maintain
its corporate existence and shall not sell all or substantially all
of the Company’s assets, except with the prior written
consent of the Buyer.

 

f. 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, it will be considered an event of
default under Section 3.4 of the Note.

 

g. 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; and the Company shall continue to be subject to the reporting
requirements of the 1934 Act.


 

h. Trading Activities. Neither the
Buyer nor its affiliates has an open short position in the common
stock of the Company and the Buyer agrees that it shall not, and
that it will cause its affiliates not to, engage in any short sales
of or hedging transactions with respect to the common stock of the
Company.

 

i. Right of First Refusal. Unless
it shall have first delivered to the Buyer, at least forty eight
(48) hours prior to the closing of such Future Offering (as defined
herein), written notice describing the proposed Future Offering
(“ROFR Notice”), including the terms and conditions
thereof, identity of the proposed purchaser and proposed definitive
documentation to be entered into in connection therewith, and
providing the Buyer an option during the forty eight (48) hour
period following delivery of such notice to purchase the securities
being offered in the Future Offering on the same terms as
contemplated by such Future Offering (the limitations referred to
in this sentence and the preceding sentence are collectively
referred to as the “Right of First Refusal”), the
Company will not conduct any equity (or debt with an equity
component) financing in an amount less than $150,000 (“Future
Offering(s)”) during the period beginning on the Closing Date
and ending nine (9) months following the Closing Date. In the event
the terms and conditions of a proposed Future Offering are amended
in any respect after delivery of the notice to the Buyer concerning
the proposed Future Offering, the Company shall deliver a new
notice to the Buyer describing the amended terms and conditions of
the proposed Future Offering and the Buyer thereafter shall have an
option during the forty eight (48) hour period following delivery
of such new notice to purchase its pro rata share of the securities
being offered on the same terms as contemplated by such proposed
Future Offering, as amended. Notwithstanding anything contained
herein to the contrary, any subsequent offer by an investor, or an
affiliate of such investor, identified on an ROFR Notice is subject
to this Section 4(i) and the Right of First Refusal.

 

5. Conditions to the Company’s
Obligation to Sell. The obligation of the Company hereunder
to issue and sell the Shares and the Note 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:

 

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

 

b. The Buyer shall
have delivered the Purchase Price in accordance with
Section 1(b)
above.

 



 







 





 

c. 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.


 

d. 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.


 

6. Conditions to The Buyer’s
Obligation to Purchase. The obligation of the Buyer
hereunder to purchase the Shares and the Note 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:

 

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

 

b. The Company shall
have delivered to the Buyer the duly executed Note (in such
denominations as the Buyer shall request) in accordance with
Section 1(b) above.

 

c. The Irrevocable
Transfer Agent Instructions, in form and substance satisfactory to
the Buyer, shall have been delivered to and acknowledged in writing
by the Company’s Transfer Agent.

 

d. 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 certificate or certificates, executed by the chief
executive officer of the Company, dated as of the Closing Date, to
the foregoing effect and as to such other matters as may be
reasonably requested by the Buyer including, but not limited to
certificates with respect to the Board of Directors’
resolutions relating to the transactions contemplated
hereby.


 

e. 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.


 

f. 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.

Governing Law;
Miscellaneous.





 

a. Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of
the State of Virginia 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 New York or in the federal
courts located in the Eastern District of New York. 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 Company and Buyer 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, the Note or any related document or agreement 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.

 



 







 





 

b. 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.

 

c. 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.

 

d. 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.


 

e. 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
majority in interest of the Buyer.


 

f. Notices. All notices, demands,
requests, consents, approvals, and other communications required or
permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in
the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service
with charges prepaid, or (iv) transmitted by hand delivery,
telegram, email or facsimile, addressed as set forth below or to
such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon
hand delivery or
delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated
below (if delivered on a business day during normal business hours
where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day
during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be as set forth
in the heading of this Agreement Each party shall provide notice to
the other party of any change in address.


 

g. Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the
parties and their successors and assigns. Neither the Company nor
the Buyer shall assign this Agreement or any rights or obligations
hereunder without the prior written consent of the other.
Notwithstanding the foregoing, the Buyer may assign its rights
hereunder to any person that purchases Securities in a private
transaction from the Buyer or to any of its
“affiliates,” as that term is defined under the 1934
Act, without the consent of the Company.

 

h. 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 their officers, directors, employees 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.


 

i. 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.


 

j. 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.


 

k. 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.


 


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


 

 


 


VISIUM
TECHNOLOGIES, INC.

 


	
By:


	
_____________________________



	
 

	
Mark
Lucky 



	
 

	
Chief Executive
Officer 












 

 


	

By:________________

	
 


	

Name:
________________________________


______________________________________


	
 


 


AGGREGATE
SUBSCRIPTION AMOUNT:


	

Aggregate Principal
Amount of Note:

	

$xxx.00


	

Aggregate Number of
Visium Technologies, Inc. common stock

	
 


	

Aggregate Purchase
Price:

	

$xxx.00