Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


THIS SECURITIES PURCHASE AGREEMENT
(the “Agreement”) is made as of ____________, 2021, by and among PhoneBrasil International, Inc., a New Jersey corporation
(the “Company”) and the purchasers from time to time party hereto as “Purchasers” (together with their
respective successors and assigns, each, a “Purchaser” and collectively, the “Purchasers”).


 


RECITALS


 


A. The Company and the Purchasers
are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of
the Securities Act (as defined below), and/or Rule 506(c) of Regulation D (“Regulation D”) as promulgated by the United
States Securities and Exchange Commission under the Securities Act.


 


B. Each of the Purchasers,
wishes to purchase, and the Company wishes to sell at closing, upon the terms and conditions stated in this Agreement, the Securities
(as defined herein), all in the amounts and for the price set forth on Schedule 1 hereto.


 


NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company, the Purchasers and the Agent hereby agrees as follows:


 


ARTICLE 1

DEFINITIONS


 


1.1 Defined Terms.
In addition to terms defined elsewhere in this Agreement or in any supplement, amendment or exhibit hereto, when used herein, the following
terms shall have the following meanings:


 


(a) “Action”
has the meaning specified for such term in Section 3.1(z).


 


(b) “Agent”
has the meaning ascribed for such term as set forth in the Security Agreement.


 


(c) “Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 of the Securities Act, including, among others, executive officers,
directors, large stockholders, subsidiaries, parent entities and sister companies.


 


(d) “Balance
Sheet Date” means the balance sheet of Mikab Corporation, a Subsidiary of the Company, at March 31, 2021.


 


(e) “Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 






     


     

    

 


(f) “Closing
Date” means a Trading Day on which all of the Transaction Documents have been executed
and delivered by the applicable parties thereto, and all conditions precedent to the parties’ obligations hereunder have been satisfied
or waived, including (i) each Purchaser’s obligation to pay the Purchase Price as described in Section 2.5, and (ii) the
Company’s obligations to deliver the Securities. For avoidance of doubt, the Company and Purchasers may have multiple Closing Dates.


 


(g) “Collateral”
shall have the meaning ascribed to such term as set forth in the Security Agreement.


 


(h) “Common
Stock” means (i) the Company’s common stock, par value $0.000001 per share, and (ii) any capital stock into which such
common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


(i) “Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


(j) “Contingent
Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect
to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such
liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or
discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in
whole or in part) against loss with respect thereto.


 


(k) “Conversion
Date” has the meaning set forth in the Notes.


 


(l) “Conversion
Shares” means all shares of Common Stock issuable upon conversion of any portion of any Note (including, at any Purchaser’s
election pursuant to the conditions set forth in the Notes, accrued and unpaid interest thereon), but solely to the extent and subject
to any conditions set forth in the Notes.


 


(m) “Dollar(s)”
and “$” means lawful money of the United States.


 


(n) “Effective
Date” means the date that the initial Registration Statement filed by the Company pursuant to the Registration Rights Agreement
is first declared effective by the Commission.


 


(o) “Event
of Default” shall have the meaning set forth in the Notes.


 


(p) “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 






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(q) “Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, consultants, advisors or directors
of the Company in consideration of services to the Company pursuant to any stock or option plan duly adopted for such purpose by a majority
of the members of the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b) securities
upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable
for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have
not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion
price of such securities, and (c) securities issued in subsequent Closings on the same terms provided a Closing occurs on or prior to
the Termination Date. Notwithstanding the foregoing, the reissuance of Series A Convertible Preferred Stock upon the reclassification
of outstanding preferred stock as described in the Super 8-K shall be construed to be an Exempt Issuance.


 


(r) “FINRA”
means the Financial Industry Regulatory Authority, Inc.


 


(s) “GAAP”
means generally accepted accounting principles in the United States of America as in effect from time to time.


 


(t) “Indebtedness”
means, with respect to any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person for the deferred purchase price of property or services (but excluding trade payables incurred in the ordinary
course of business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all
indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such
Person (even though the rights and remedies of the seller or the purchaser under such agreement in the event of default are limited to
repossession or sale of such property), (e) all capital lease obligations of such Person, (f) all obligations of such Person,
contingent or otherwise, as an account party or applicant under acceptance, letter of credit, surety bond or similar facilities, (g) all
obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any capital stock of such
Person, (h) all obligations for any earn-out consideration, (i) the liquidation value of preferred capital stock of such Person,
(j) all guarantee obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (i) above,
(k) all obligations of the kind referred to in clauses (a) through (i) above secured by (or for which the holder of such obligation
has an existing right, contingent or otherwise, to be secured by) any lien on property (including, without limitation, accounts and contract
rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and all obligations
of such Person in respect of hedge agreements; and (l) all Contingent Obligations in respect to indebtedness or obligations of any Person
of the kind referred to in clauses (a)-(k) above. The Indebtedness of any Person shall include, without duplication, the Indebtedness
of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor
as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such
Indebtedness expressly provide that such Person is not liable therefor.


 






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(u) “Investment”
means any investment (including, without limitation, any loan or advance) in or to any Person, whether payment therefor is made in cash
or capital stock or other equity interests or otherwise, and whether such Investment is by acquisition of capital stock or other equity
interests or Indebtedness, or by loan, advance, transfer of property out of the ordinary course of business, capital contribution, equity
or profit sharing interest, extension of credit on terms other than those normal in the ordinary course of business or otherwise.


 


(v) “Liens”
or “liens” means a lien, mortgage, charge pledge, security interest, encumbrance, right of first refusal, preemptive
right or other restriction, or other clouds on title.


 


(w) “Liabilities”
means all direct or indirect liabilities, Indebtedness and obligations of any kind of Company to the Agent and/or the Purchasers, howsoever
created, arising or evidenced, whether now existing or hereafter arising (including those acquired by assignment), absolute or contingent,
due or to become due, primary or secondary, joint or several, whether existing or arising through discount, overdraft, purchase, direct
loan, participation, operation of law, or otherwise, including, but not limited to, pursuant to the Notes, this Agreement and/or any of
the other Transaction Documents, all accrued but unpaid interest on the Notes, the principal, any letter of credit, any standby letter
of credit, and/or outside attorneys’ and paralegals’ fees or charges relating to the preparation of the Transaction Documents
and the enforcement of the Agent’s and/or the Purchasers’ rights, remedies and powers under this Agreement, the Notes, the
Warrants and/or the other Transaction Documents.


 


(x) “Material
Adverse Effect” means any event, occurrence, fact, condition or change that is, or could
reasonably be expected to become, individually or in the aggregate, materially adverse to the (a) the business, assets, property,
operations, or condition (financial or otherwise) of the Company , (b) the validity or enforceability of this Agreement or any of
the other Transaction Documents, (c) the rights or remedies of the Agent or any Purchaser hereunder or thereunder, or (d) the ability
of any Obligor to perform its obligations under any Transaction Document.


 


(y) “Memorandum”
means the Confidential Private Placement Memorandum, dated as of August __, 2021 as hereinafter amended and/or supplemented altogether
with all exhibits, schedules and annexes attached thereto.


 


(z) “Note”
means all of the Convertible Promissory Notes due on the second anniversary of a Closing Date that are owned by the Purchasers, which,
subject to the terms and conditions set forth in this Agreement, shall be purchased from the Company pursuant to this Agreement, and any
and all Note(s) issued in exchange, transfer or replacement of the Note(s), in each case, in form and substance satisfactory to the Agent.


 


(aa) “Obligor”
means the Company, each of its Subsidiaries and each Individual Guarantor.


 






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(bb) “Permitted
Indebtedness” means (i) the indebtedness evidenced by the Notes, (ii) any indebtedness of the Company outstanding as of the
date of this Agreement that is listed on Schedule 3.1(n), and (iii) purchase money indebtedness incurred in connection with the
acquisition of capital assets and lease obligations with respect to newly acquired or leased assets in the ordinary course of business.


 


(cc) “Permitted
Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental
charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and
by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been established
in accordance with GAAP; (b) Liens imposed by law which were incurred in the ordinary course of the Company’s business, such as
carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in
the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially detract from the
value of such property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidated
Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for
the foreseeable future the forfeiture or sale of the property or asset subject to such Lien; (c) Liens incurred in connection with Permitted
Indebtedness permitted under clause (iii) of the definition thereof; provided that such Liens (i) attach only to the property so
acquired and (ii) secure only the Indebtedness that was incurred to acquire such property; (d) pledges and deposits made in the ordinary
course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;
(e) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature that are not past due, in each case in the ordinary course of business, but excluding any contract
for the payment of money; and (f) any Liens in favor of the Agent.


 


(dd) “Person”
means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution,
entity, party or government (whether national, federal, state, county, city, municipal or otherwise including, without limitation, any
instrumentality, division, agency, body or department thereof).


 


(ee) “Principal
Market” means the principal Trading Market on which the Common Stock is listed or quoted for trading on the date in question.


 


(ff) “Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened. 


 


(gg) “Purchase
Price” shall have the meaning as set forth on Schedule 1 next to the heading “Purchase
Price,” in United States Dollars.


 






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(hh) “Registration
Rights Agreement” means the Registration Rights Agreement, dated as of a Closing Date, by and between the Company and the Purchasers
as hereinafter amended and/or supplemented altogether with all exhibits, schedules and annexes to such Registration Rights Agreement,
in each case, in form and substance satisfactory to the Agent.


 


(ii) “Registration
Statement” means a registration statement meeting the requirements set forth in the Registration
Rights Agreement and covering the resale of the Conversion Shares and the Warrant Shares, each as provided for in the Registration Rights
Agreement.


 


(jj) “Reverse
Split” means a 1-for-100 reverse stock split to be effected by the Company upon clearance by FINRA and compliance with the Exchange
Act and the Rules thereunder.


 


(kk) “SEC”
or “Commission” means the United States Securities and Exchange Commission.


 


(ll) “Securities”
means the Notes and the Warrants purchased pursuant to this Agreement, all Conversion Shares, all Warrant Shares and any securities of
the Company issued to the Purchasers in replacement, substitution and/or in connection with any exchange, conversion and/or any other
transaction involving all or any of such securities of the Company.


 


(mm) “Security
Agreement” means the Security Agreement, dated on or about the date hereof, by and among the Company, the Subsidiaries of the
Company, and the Agent, as hereinafter amended and/or supplemented altogether with all exhibits, schedules and annexes to such Security
Agreement, pursuant to which the Liabilities are secured by the Collateral, in form and substance satisfactory to the Agent


 


(nn) “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(oo) “Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include the location and/or reservation of borrowable shares of Common Stock).


 


(pp) “SMRH”
means Sheppard, Mullin, Richter & Hampton LLP, with offices located at 30 Rockefeller Plaza, 39th Floor, New York, New
York 10112.


 


(qq) “Subsidiary”
means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason
of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries,
or both, by such Person. All of the Company’s Subsidiaries are set forth on Schedule 3.1(a) hereto.


 






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(rr) “Subsidiary
Guaranty Agreement” means each Guaranty Agreement, between a Subsidiary and the Agent, as amended, restated, supplemented
or otherwise modified from time to time, in form and substance satisfactory to the Agent.


 


(ss) “Super
8-K” means the Current Report on Form 8-K filed by the Company with the Commission on August 12, 2021.


 


(tt) “Trading
Day” means a day on which the principal Trading Market is open for trading.


 


(uu) “Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange,
any market or quotation service of the OTC Markets Group (including the OTCQX, the OTCQB, the Pink Open Market or any successors to any
of the foregoing).


 


(vv) “Transaction
Documents” means, collectively, this Agreement, the Notes, the Registration Rights Agreement, the Warrants, the Security Agreement,
each Subsidiary Guaranty Agreement, and all financing statements (or comparable documents now or hereafter filed in accordance with the
UCC or other comparable or similar laws, rules or regulations) in favor of the Agent perfecting all Liens the Agent has on the Collateral
(which security interests and Liens of the Agent shall be senior to all Indebtedness of the Company and its Subsidiaries) and such other
documents, instruments, certificates, supplements, amendments, exhibits and schedules required and/or attached pursuant to this Agreement
and/or any of the above documents, and/or any other document and/or instrument related to the above agreements, documents and/or instruments,
and the transactions hereunder and/or thereunder and/or any other agreement, documents or instruments required or contemplated hereunder
or thereunder, whether now existing or at any time hereafter arising.


 


(ww) “Transfer
Agent” means Worldwide Stock Transfer, LLC, the current transfer agent of the Company, with a mailing address of One University
Plaza, Hackensack, NJ 07601 and a phone number of 201-820-2008 and any successor transfer
agent of the Company.


 


(xx) “UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, in the
event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to
the Agent’s Liens on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other
than the State of New York, the term “UCC” shall mean the Uniform Commercial code as enacted and in effect in such
other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.


 


(yy) “Underlying
Shares” means all Conversion Shares and all Warrant Shares.


 






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


 


(aaa) “Warrant
Shares” has the meaning assigned to such term in the Warrants.


 


(bbb) “Warrants”
means those certain Common Stock Purchase Warrants, issued by the Company to the Purchasers on the Closing Date and any and all Warrant(s)
issued in exchange, transfer or replacement of the Warrant(s), in each case, in form and substance satisfactory to the Agent.


 


1.2 Other Definitional Provisions.


 


(a) Use of Defined
Terms. Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other
Transaction Documents or any certificate or other document made or delivered pursuant hereto or thereto.


 


(b) Accounting
Terms. As used herein and in the other Transaction Documents, and any certificate or other document made or delivered pursuant hereto
or thereto, accounting terms relating to the Company not defined in Section 1.1 and accounting terms partly defined in Section 1.1,
to the extent not defined, shall have the respective meanings given to them under GAAP (provided that all terms of an accounting
or financial nature used herein shall be construed, and all computations of amounts referred to herein shall be made without giving effect
to (i) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards
159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any
Indebtedness or other liabilities of the Company at “fair value”, as defined therein, and (ii) any treatment of Indebtedness
in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as
described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof).


 






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(c) Construction.
The words “hereof”, “herein” and “hereunder” and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, schedule
and exhibit references are to this Agreement unless otherwise specified. The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.


 


(d) UCC Terms.
Terms used in this Agreement that are defined in the UCC shall, unless the context indicates otherwise or are otherwise defined in this
Agreement, have the meanings provided for by the UCC.


 


ARTICLE 2

PURCHASE AND SALE


 


3.1 Closing.


 


(a) The Securities will be
offered for sale until the earlier of (i) the date upon which subscriptions for up to $15,000,000 (the “Maximum Offering”)
offered hereunder have been accepted, or (ii) September 30, 2021, unless extended by the Company and Westpark Capital, Inc. (the “Placement
Agent”) for an additional thirty (30) day period without prior notice to the Purchasers, unless terminated at an earlier time by
mutual agreement between the Company and the Placement Agent (the “Termination Date”). The Company may hold an initial
closing (“Initial Closing”) at any time after the receipt of accepted subscriptions. After the Initial Closing, subsequent
closings with respect to additional Securities may take place at any time prior to the Termination Date as determined by the Company and
the Placement Agent, with respect to subscriptions accepted prior to the Termination Date (each such closing, together with the Initial
Closing, being referred to as a “Closing”). The last Closing of the Offering, occurring on or prior to the Termination Date,
shall be referred to as the “Final Closing”. Any subscription documents or funds received after the Final Closing will be
returned, without interest or deduction. In the event that the any Closing does not occur prior to the Termination Date, all amounts paid
by the Purchaser shall be returned to the Purchaser, without interest or deduction. The Purchaser may revoke its subscription and obtain
a return of the subscription amount at any time before the date of the Initial Closing by providing written notice to the Placement Agent
and the Company as provided herein. Upon receipt of a revocation notice from the Purchaser prior to the date of the Initial Closing, all
amounts paid by the Purchaser shall be returned to the Purchaser, without interest or deduction. The Purchaser may not revoke this subscription
or obtain a return of the subscription amount on or after the date of the Initial Closing. Any subscription received after the Initial
Closing but prior to the Termination Date shall be irrevocable. The minimum purchase that may be made by any prospective Purchaser shall
be $25,000. Subscriptions for investment below the minimum investment may be accepted at the discretion of the Placement Agent and the
Company. The Company and the Placement Agent reserve the right to reject any subscription made hereby, in whole or in part, in their sole
discretion. The Company’s agreement with each Purchaser is a separate agreement and the sale of the Securities to each Purchaser
is a separate sale.


 






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(b) On a Closing Date, time
being of the essence, subject to the occurrence of the conditions set forth in Section 2.3, upon the terms and subject to the conditions
set forth herein, the Company agrees to sell, and each Purchaser severally, but not jointly or jointly and severally, agrees to purchase,
the Securities in such amounts as indicated next to its name on Schedule 1 hereto.
Each Purchaser shall deliver, via wire transfer, immediately available funds equal to the Purchase Price for its Securities as set forth
in Section 2.5 hereof, and the Company shall deliver to each Purchaser the Note and the Warrant specified opposite its name on
Schedule 1 on the Closing Date, and the Company and the Purchasers shall deliver the other items set forth in Section 2.2
deliverable on the Closing Date. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the closing
shall occur at the offices of SMRH or such other location as the parties shall mutually agree.


 


2.1 Deliveries.


 


(a) On or prior to a Closing Date, the
Company shall deliver or cause to be delivered to the Agent and the Purchasers the following:


 


(i) this Agreement
duly executed by the Company;


 


(ii) a Note registered
in the name of each Purchaser with such principal amount as set forth on Schedule 1, duly executed by the Company;


 


(iii) a Warrant, registered
in the name of each Purchaser as set forth on Schedule 1, duly executed by the Company;


 


(iv) the Registration
Rights Agreement duly executed by the Company;


 


(v) a Security Agreement
providing the Agent (for the benefit of the Purchasers) with a lien on all of the assets of the Company and its Subsidiaries, duly executed
by the Company and its Subsidiaries;


 


(vi) UCC financing
statements with respect to each Obligor;


 


(vii) a Subsidiary
Guaranty Agreement for each Subsidiary of the Company;


 


(viii) a certificate,
in the form acceptable to the Purchasers and their counsel, executed by the secretary of the Company dated as of the Closing Date, as
to (i) the resolutions as adopted by the Company’s board of directors relating to the transactions contemplated by this Agreement
in a form acceptable to the Purchasers, (ii) Certificate of Incorporation or other similar organizational document of the Company, and
(iii) the Bylaws or other similar organizational document of the Company;


 


(ix) a certificate
for each Subsidiary of the Company, in the form acceptable to the Purchasers and their counsel, executed by the secretary of such Subsidiary
dated as of the Closing Date, as to (i) the resolutions as adopted by the Subsidiary’s board of directors or other governing body
relating to the transactions contemplated by this Agreement in a form acceptable to the Purchasers, (ii) Certificate of Incorporation
or other similar organizational document of such Subsidiary, and (iii) the Bylaws or other similar organizational document of such Subsidiary,
each as in effect on the Closing Date;


 






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(x) a certificate,
duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, confirming compliance with Section 2.3(b)(i)
and (ii) below and as to such other matters as may be reasonably requested by the Purchasers and their counsel in the form acceptable
to the Purchasers;


 


(xi) certificates
evidencing the good standing of the Company and each Company Subsidiary in such entity’s jurisdiction of incorporation issued by
the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date;


 


(xii) an opinion of
counsel to the Company and its Subsidiaries, in such form as reasonably acceptable to the Purchasers; and


 


(xiii) such other
documents, instruments, opinions or certificates relating to the transactions contemplated by this Agreement as the Purchasers or their
counsel may reasonably request.


 


(b) On or prior
to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i) this Agreement
duly executed by such Purchaser;


 


(ii) the portion of
the Purchase Price specified opposite its name on Schedule 1 hereto, by wire transfer; provided, that it is understood and
agreed that the Purchase Price shall be delivered as set forth in Section 2.5 hereof;


 


(iii) the Registration Rights Agreement duly executed
by such Purchaser; and


 


(iv) the Security Agreement duly executed by such
Purchaser and the Agent; and


 


2.2 Conditions
to Purchase the Securities. Subject to the terms and conditions of this Agreement, on the Closing Date, each Purchaser, severally,
but not jointly or jointly and severally, will purchase from the Company the Securities in the amounts and for the Purchase Price as set
forth opposite its name on Schedule 1, provided the following:


 


(a) The obligations of the Company hereunder
in connection with the Closing are subject to the following conditions being met:


 


(i) the accuracy in
all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all
respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific
date therein in which case they shall be accurate as of such date);


 


(ii) all obligations,
covenants and agreements of the Purchasers required to be performed at or prior to the Closing Date shall have been performed;


 






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(iii) the delivery
by the Purchasers of the items set forth in Section 2.2(b) of this Agreement;


 


(iv) there shall have
been no Material Adverse Effect with respect to the Company and its Subsidiaries, taken as a whole, since the Balance Sheet Date; and


 


(v) no statute, rule,
regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or other
federal, state, local or other governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents.


 


(b) The obligations
of each Purchaser hereunder in connection with the Closing are subject to the following conditions being met:


 


(i) the accuracy in
all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all
respects) when made and on the date of the Closing of the representations and warranties of the Company contained herein (unless as of
a specific date therein in which case they shall be accurate as of such date);


 


(ii) all obligations,
covenants and agreements of the Company required to be performed at or prior to the Closing shall have been performed in all material
respects;


 


(iii) the delivery
by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(iv) there shall have
been no Material Adverse Effect with respect to the Company and its Subsidiaries, taken as a whole, since the Balance Sheet Date;


 


(v) the Company shall
have obtained all governmental, regulatory and third party consents and approvals, if any, necessary for the entry into the Transaction
Documents and the sale of the Securities; and


 


(vi) no statute, rule,
regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or other
federal, state, local or other governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents.


 


2.3 Purchase Price
and Payment of the Purchase Price for the Securities. The Purchase Price for the Securities to be purchased by each Purchaser at the
Closing shall be as set forth opposite its name on Schedule 1 and shall be paid at a Closing by the Purchasers by wire transfer
of immediately available funds against delivery of the Securities.


 






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ARTICLE 3

REPRESENTATIONS AND WARRANTIES; OTHER ITEMS


 


3.1 Representation
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part
hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section
of the Disclosure Schedules, (the Company represents and warrants to the Agent and the Purchasers on the Closing Date and on each date
on which the representations and warranties are required to be made or remade (unless as of a specific date set forth below) as follows:


 


(a) Subsidiaries.
All of the direct and indirect subsidiaries of the Company and the locations thereof are set forth on Schedule 3.1(a). The Company
owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all
of the issued and outstanding shares of capital stock or other interests of each Subsidiary are validly issued and are fully paid, non-assessable
and free of preemptive and similar rights to subscribe for or purchase securities. Schedule 3.1(a) sets forth, as of the Closing
Date, the jurisdiction of organization and the location of the Company’s and its subsidiaries’ executive offices and other
places of business.


 


(b) Organization,
Etc. The Company and each of the Subsidiaries is duly organized, validly existing and in good standing under the laws of the state
of their respective organization and are duly qualified and in good standing or has applied for qualification as a foreign corporation
authorized to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is required
except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.


 


(c) Authorization:
No Conflict. The execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby by the
Company and its Subsidiaries (including, but not limited to, (x) the sale and issuance of the Securities for the Purchase Price, (y) subject
to the Reverse Split occurring, the reservation for issuance of the Conversion Shares required to be reserved pursuant to the terms of
the Notes, the reservation for issuance of the Warrant Shares required to be reserved pursuant to the terms of the Warrants, and the reservation
for issuance of the , and (z) subject to the receipt of Shareholder Approval, the issuance of the Warrant Shares, and the Conversion Shares)
(i) are within the corporate powers of the Company and its Subsidiaries, (ii) have been duly authorized by all necessary action by or
on behalf of the Company and its Subsidiaries (and/or their respective stockholders to the extent required by law), (iii) have received
all necessary and/or required governmental, regulatory and other approvals and consents (if any shall be required), (iv) do not and shall
not contravene or conflict in any material respect with any provision of, or require any consents under (1) any law, rule, regulation
or ordinance, (2) the Company’s or any Subsidiary’s organizational documents; and/or (3) any agreement, credit facility, debt
or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary
is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, and (v) other than the Liens granted
to the Agent for the benefit of the Purchasers pursuant to the Transaction Documents, do not result in, or require, the creation or imposition
of any Lien and/or encumbrance on any of the Company’s or any Subsidiary’s properties pursuant to any law, rule, regulation
or ordinance or otherwise.


 






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(d) Validity
and Binding Nature. The Transaction Documents to which the Company or any of its Subsidiaries is a party are the legal, valid and
binding obligations of the Company and/or such Subsidiary, enforceable against the Company and/or such Subsidiary in accordance with their
respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization and other similar laws of general
application affecting the rights and remedies of creditors and by general equitable principles (whether enforcement is sought by proceedings
in equity or at law).


 


(e) Title to
Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good
and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each
case free and clear of all Liens, except for Permitted Liens. Any real property and facilities held under lease by the Company and the
Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.


 


(f) Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or
any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement
or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default
or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority
or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation
all foreign, federal, state and local laws relating to securities, corporate law, taxes, environmental protection, occupational health
and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected
to result in a Material Adverse Effect.


 


(g) Taxes.
Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect,
the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and
franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) 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
and (iii) has set aside on its books provision reasonably adequate for the payment of all material 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 or of any Subsidiary know of no basis for any such claim.


 


(h) Licenses
and Permits. The Company and each of its Subsidiaries possesses all certificates, authorizations,
consents, approvals, orders, Licenses and permits issued by the appropriate federal, state or foreign regulatory authorities (collectively,
the “Permits”), necessary to conduct its business as now conducted. All
of such Permits are valid and in full force and effect. There is no pending or, to the Company’s knowledge, threatened action, suit,
proceeding or investigation that individually or in the aggregate would reasonably be expected to lead to the revocation, modification,
termination, suspension or any other impairment of the rights of the holder of any such Permit.


 






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(i) Investment
Company. The Company is not (i) an “investment company” or a company “controlled”, whether directly or indirectly,
by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended; or (ii) engaged principally,
or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation U of the Board of Governors of the Federal Reserve System).


 


(j) Absence of
Defaults and Conflicts. Neither the Company nor any of its Subsidiaries is (i) in violation
of its charter, by-laws or similar incorporation or organizational documents or (ii) in
violation or default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or such
Subsidiary is a party or by which it may be bound, or to which any of the property or assets of the Company is subject (collectively,
“Agreements and Instruments”). The execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated in this Agreement and the other Transaction Documents, and compliance
by the Company and its Subsidiaries with its obligations under this Agreement and the other Transaction Documents, do not and will not,
whether with or without the giving of notice or passage of time or both, (w) conflict with or result in a breach of any of the terms and
provisions of, or constitute a default or Repayment Event (as defined below) under, (x) result in the creation or imposition of any lien,
charge or encumbrance (other than Permitted Liens) upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements
and Instruments, (y) result in any violation of the provisions of the charter, by-laws or
similar organizational documents of the Company or any Subsidiary, or (z) result in the violation of any applicable law, statute, rule,
regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction
over the Company, any of its Subsidiaries or any of their respective assets, properties or operations, except in the case of this clause
(z) for such conflicts, violations, breaches or defaults which would not reasonably be expected to result in a Material Adverse Effect.
As used herein, a “Repayment Event” means any event or condition which
gives the holder of any note, debenture or other evidence of indebtedness that is material to the operations or financial results of the
Company (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a
portion of such indebtedness by the Company.


 


(k) Foreign Corrupt
Practices Act. Neither the Company nor any of its Subsidiaries, nor, to the Company’s
knowledge, any of its affiliates, directors, officers, employees, agents or other person acting on behalf of the Company or any of its
Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a material violation by such person of
the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”),
including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance
of an offer, payment, promise to pay or authorization of the payment of money, or other property, gift, promise to give, or authorization
of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political
party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and its Subsidiaries,
and, to the Company’s knowledge, its affiliates have conducted their businesses in material compliance with the FCPA and have instituted
and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith.


 






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(l) Rule 506(d)
Bad Actor Disqualification Representations and Covenants.


 


(i) No Disqualification
Events. Neither the Company, nor any of its predecessors, affiliates, any manager, executive officer, other officer of the Company
or any Subsidiary participating in the offering, any beneficial owner (as that term is defined in Rule 13d-3 under the Exchange Act) of
20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as
that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity as of the date of this Agreement
and on the Closing Date (each, a “Company Covered Person” and, together, “Company Covered Persons”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a
“Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has
exercised reasonable care to determine (A) the identity of each person that is a Company Covered Person; and (B) whether any
Company Covered Person is subject to a Disqualification Event. The Company has complied with its disclosure obligations under Rule 506(e).


 


(ii) Other Covered
Persons. The Company is not aware of any person (other than any Company Covered Person) who has been or will be paid (directly or
indirectly) remuneration in connection with the purchase and sale of the Notes and the Warrants who is subject to a Disqualification Event
(each, an “Other Covered Person”).


 


(iii) Reasonable
Notification Procedures. With respect to each Company Covered Person, the Company has established procedures reasonably designed to
ensure that the Company receives notice from each such Company Covered Person of (A) any Disqualification Event relating to that Company
Covered Person, and (B) any event that would, with the passage of time, become a Disqualification Event relating to that Company Covered
Person; in each case occurring up to and including the Closing Date.


 


(iv) Notice of
Disqualification Events. The Company will notify each Purchaser immediately in writing upon becoming aware of (A) any Disqualification
Event relating to any Company Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating
to any Company Covered Person and/or Other Covered Person.


 






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(m) Accuracy
of Information, etc. No statement or information contained in this Agreement, any other Transaction Document or any other document,
certificate or statement furnished to the Agent or any Purchaser by or on behalf of any Obligor in writing for use in connection with
the transactions contemplated by this Agreement and/or the other Transaction Documents contained, as of the date such statement, information,
document or certificate was made or furnished, as the case may be, any untrue statement of a material fact or omitted to state a material
fact necessary to make the statements contained herein or therein, taken as a whole, not materially misleading. There is no fact known
to the Company or any of its Subsidiaries that would reasonably be expected to materially affect any Obligor that has not been expressly
disclosed herein, in the other Transaction Documents, or in any other documents, certificates and written statements furnished to the
Agent or any Purchaser for use in connection with the transactions contemplated hereby and by the other Transaction Documents.


 


(n) Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company
of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s assets exceeds the amount
that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent
liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as
now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the
business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current
cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into
account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts
are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account
the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances
which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction
within one year from the Closing Date. Schedule 3.1(n) sets forth as of the date hereof
all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments.
Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.


 


(o) Transactions
With Affiliates and Employees. None of the officers or directors of the Company or any Subsidiary
and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with
the Company or any Subsidiary (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 providing
for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is
an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 per year, other than for: (i) payment
of salary or consulting fees for services rendered (so long as such salaries and consulting fees are on customary terms for companies
of a similar size and stage of development), (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee
benefits, including stock option agreements under any stock option plan of the Company.


 






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(p) Intellectual
Property. The Company and each of its Subsidiaries has, or has rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar
rights as described on Schedule 3.1(p) that are material to the conduct of its business (collectively, the “Intellectual
Property Rights”). Neither the Company nor any of its Subsidiaries has received a notice (written or otherwise) that any material
Intellectual Property Right has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned. Neither
the Company nor any of its Subsidiaries has received, since the Balance Sheet Date, a written notice of a claim or otherwise has any knowledge
that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected
to have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is
no existing infringement by another Person of any of the Intellectual Property Rights. The Company and each of its Subsidiaries has taken
commercially reasonable security measures to protect the secrecy, confidentiality and value of all of its intellectual property.


 


(q) USA Patriot
Act. The Company and each of its Subsidiaries is in compliance, in all material respects, with (i) the Trading with the Enemy Act,
as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter
V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the USA Patriot Act (Title III of Pub.
L. 107-56, signed into law on October 26, 2001) (the “Act”).


 


(r) Office of
Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent,
joint venture employee or affiliate of the Company or any Subsidiary is currently, or in the past 5 years, has been subject to any U.S.
sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(s) Filings,
Consents and Approvals. Neither the Company nor any of its Subsidiaries is required to obtain
any consent, waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution,
delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to the Registration
Rights Agreement and the declaration of effectiveness by the SEC of the Registration Statement, (ii) the notice and/or application(s)
to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Conversion Shares and the Warrant
Shares for trading thereon in the time and manner required thereby, and (iii) the filing of Form D with the Commission and such filings
as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).


 






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(t) Authorization;
Enforcement. All corporate action on the part of the Company and its Subsidiaries, and their respective officers, directors and stockholders
necessary for the authorization, execution and delivery of the Transaction Documents and the performance of all obligations of the Company
and its Subsidiaries under the Transaction Documents and have been taken on or prior to the date hereof. Each of the Transaction Documents
has been duly executed by the Company and its Subsidiaries and, when delivered in accordance with the terms hereof and thereof, will constitute
the valid and binding obligation of the Company and its Subsidiaries enforceable against the Company and its Subsidiaries in accordance
with its terms, except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by general equitable principles regardless of whether such
enforcement is considered in a proceeding in equity or at law, (iii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iv) insofar as indemnification and contribution provisions may be limited by applicable
law.


 


(u) Valid Issuance
of Securities. Each Note has been duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and
validly issued, fully paid and nonassessable, free and clear of all Liens and all restrictions on transfer other than those expressly
imposed by the federal securities laws and vest in the Purchasers full and sole title and power to the Note purchased hereby by such Purchaser,
free and clear of all Liens, and restrictions on transfer other than those imposed by the federal securities laws. Following the Reverse
Split, all Conversion Shares, when issued pursuant to conversion of the Notes, and all Warrant Shares, when issued pursuant to exercise
of the Warrants, will be duly and validly issued, fully paid and nonassessable, will be free and clear of all Liens and vest in the holder
full and sole title and power to such securities. As of the date of the receipt of Shareholder Approval, the Company has reserved from
its duly authorized unissued Common Stock, (i) the Required Minimum (as defined in the Notes), which Required Minimum shall be continuously
determined by the Company to ensure that the Required Minimum is in reserve with the Transfer Agent at all times and (ii) a sufficient
number of shares of Common Stock to provide for the issuance of the Warrant Shares upon the exercise of the Warrants, which number shall
be continuously determined by the Company to ensure that such number is in reserve with the Transfer Agent at all times.


 


(v) Offering.
The offer and sale of the Notes, the Warrants, the Conversion Shares and the Warrant Shares, when issued pursuant to this Agreement (or
the Notes or the Warrants, as applicable), as contemplated by this Agreement, are exempt from the registration requirements of the Securities
Act, and the qualification or registration requirements of state securities laws or other applicable blue sky laws. Neither the Company
nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptions.


 






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(w) Capitalization
and Voting Rights. The capitalization of the Company is as set forth on Schedule 3.1(w),
which Schedule 3.1(w) shall also include the number of shares of Common Stock owned
beneficially, and of record, by Affiliates of the Company as of the date hereof. The authorized capital stock of the Company and
all securities of the Company issued and outstanding are set forth on Schedule 3.1(w) as of the dates reflected therein. All of
the outstanding shares of Common Stock and other securities of the Company have been duly authorized and validly issued, and are fully
paid and nonassessable. Except as set forth on Schedule 3.1(w),
no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(w), there are no agreements or arrangements
under which the Company is obligated to register the sale of any of the Company’s securities under the Securities Act. Except as
set forth on Schedule 3.1(w), no shares of Common Stock and/or other securities of the Company are entitled to preemptive rights
and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by which the Company is or
may become bound to issue additional shares of the capital stock and/or other securities of the Company or options, warrants, scrip, rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable
for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business pursuant to the
Company’s equity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions contained in agreements
entered into by the Company to sell restricted securities and/or as set forth on Schedule 3.1(w), the Company is not a party to,
and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock and/or other securities
of the Company. Except as set forth on Schedule 3.1(w), the offer and sale of all capital stock, convertible or exchangeable securities,
rights, warrants, options and/or any other securities of the Company, when any such securities of the Company were issued, complied in
all material respects with all applicable federal and state securities laws, and no current and/or prior holder of any securities of the
Company has any right of rescission or damages or any “put” or similar right with respect thereto. Except as set forth on
Schedule 3.1(w), there are no securities or instruments of the Company containing anti-dilution or similar provisions that will
be triggered by the issuance and/or sale of the Securities and/or the consummation of the transactions described herein or in any of the
other Transaction Documents.


 


(x) SEC Reports;
Shell Company Status; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the
two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the
foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and
the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received
a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their
respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act,
as applicable, and none of the SEC Reports, when filed, 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 the light of the circumstances under which
they were made, not misleading. The Company has been an issuer subject to Rule 144(i) under the Securities Act. The audited financial
statements of the Company as of December 31, 2020 and the unaudited financial statements of the Company as of three month periods ended
March 31, 2021 have been filed with the SEC (the “Financial Statements”). The Financial Statements of the Company included
in the SEC Reports have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the
notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all
material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results
of operations and cash flows for the periods then ended, subject to normal, immaterial, year-end audit adjustments. For purposes of this
Section 3.1, March 31, 2021 is referred to as the “Balance Sheet Date”.


 






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(y) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the Balance Sheet Date and except as the result of the Company’s
acquisition of Mikab Corporation: (i) there has been no event, occurrence or development that has had or that could reasonably be expected
to be materially adverse to the Company or any of its Subsidiaries, (ii) neither the Company nor any of its Subsidiaries has incurred
any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business
consistent with past practice, (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP
or disclosed in filings made with the Commission (if the Company is an issuer required to file periodic reports under the Exchange Act),
and (C) liabilities in respect of the NRJ Acquisition Agreement, (iii) neither the Company nor any of its Subsidiaries has altered its
method of accounting, (iv) neither the Company nor any of its Subsidiaries has declared or made any dividend or distribution of cash or
other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock,
other than pursuant to the Exchange Agreement and (v) neither the Company nor any of its Subsidiaries has issued any equity securities
to any officer, director or Affiliate, except pursuant to existing Company stock option plans, other than pursuant to the Exchange Agreement.
Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(y), no event, liability,
fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company
or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be
disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly
disclosed at least 1 Trading Day prior to the date that this representation is made.


 


(z) Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened
against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental
or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities
or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the
Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws. There has not been, and to the knowledge of the Company, there is not pending
or contemplated, any investigation by the Commission involving the Company, any of its Subsidiaries or any current or former director
or officer of the Company or any of its Subsidiaries. The Commission has not issued any stop order or other order suspending the effectiveness
of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 






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(aa) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms
that neither it nor any other Person acting on its behalf has provided any Purchaser or its respective agents or counsel with any information
that constitutes material, non-public information. The Company understands that the Purchasers may rely on the Transaction Documents,
the information included therein, including, but not limited to, the foregoing representation in purchasing the Securities. All of the
disclosure furnished by or on behalf of the Company to the Purchasers in the Transaction Documents regarding, among other matters relating
to the Company, its business and the transactions contemplated in the Transaction Documents, is true and correct in all material respects
as of the date made and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges
and agrees that no Purchaser has made or shall make any representations or warranties with respect to the transactions contemplated in
the Transaction Documents other than those specifically set forth in Section 3.2 hereof.


 


(bb) No Integrated
Offering. Assuming the accuracy of the representations and warranties set forth in Section 3.2, 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 of any security
or solicited any offers to buy any security, under circumstances that would cause the issuance and/or sale of the Securities to be integrated
with prior offerings of securities by the Company for purposes of (i) the Securities Act that would require the registration of any such
Securities and/or any other securities of the Company under the Securities Act, or that would invalidate the exemptions from registration
relied upon by the Company, or (ii) any stockholder-approval provisions of any Trading Market on which any of the securities of the Company
are listed, eligible for quotation and/or designated.


 


(cc) Insurance.
The Company and each of its Subsidiaries is insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged; neither the Company
nor any of its Subsidiaries has been refused any coverage sought or applied for; and the Company does not have any reason to believe that
it or any of its Subsidiaries 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.


 


(dd) Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action
designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale
or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities,
or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.


 






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(ee) Registration
Rights. No Person has any right to cause the Company to effect the registration under the Securities
Act of any securities of the Company or any Subsidiaries.


 


(ff) Labor Relations.
No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company or any of
its Subsidiaries, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the
Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that
their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,
is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third
party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and
foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,
except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


(gg) Dilutive
Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Notes and the
number of Warrant Shares issuable upon exercise of the Warrants, in each case, pursuant to the terms thereof, will increase in certain
circumstances. The Company further acknowledges that its obligations to issue (i) Conversion Shares pursuant to the terms of the Notes
in accordance with this Agreement and the Notes and (ii) Warrant Shares pursuant to the terms of the Warrants in accordance with this
Agreement and the Warrants, is absolute and unconditional regardless of the dilutive effect that any such issuances may have on the percentage
ownership interests of other stockholders of the Company.


 


(hh) Application
of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provisions under the Company’s certificate of incorporation, as amended, or the laws of the jurisdiction
of its formation that are or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement and/or
the other Transaction Documents, including, without limitation, the Company’s issuance of the Securities and each Purchaser’s
ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of
beneficial ownership of Common Stock or a change in control of the Company.


 






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(ii) Manipulation
of Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action
designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation
for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another
to purchase any other securities of the Company.


 


(jj) DTC Eligible.
The Common Stock is DTC eligible and DTC has not placed a “freeze” or a “chill” on the Common Stock and the Company
has no reason to believe that DTC has any intention to make the Common Stock not DTC eligible, or place a “freeze” or “chill”
on the Common Stock.


 


(kk) Listing
and Maintenance Requirements. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market
on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance
requirements of such Trading Market. The Common Stock is eligible for quotation on the Principal Market and the Company has no reason
to believe that the Principal Market has any intention of delisting or no longer quoting the Common Stock from the Principal Market. The
issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market. All , Commitment Conversion
Shares and Warrant Shares have been approved, if so required, for listing or quotation on the Trading Market, subject only to notice of
issuance.


 


(ll) No General
Solicitation. Neither the Company, nor any of its affiliates, nor, to the knowledge of the Company, 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 Securities.


 


(mm) Acknowledgment
Regarding Each Purchaser’s Purchase of Securities. The Company acknowledges and agrees that each Purchaser is acting solely
in the capacity of an arm’s length purchaser with respect to the other Transaction Documents and the transactions contemplated hereby
and thereby and that no Purchaser is (i) an officer or director of the Company, (ii) an Affiliate of the Company or (iii) to
the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes
of Rule 13d-3 of the Exchange Act). The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary
of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions
contemplated hereby and thereby, and any advice given by any Purchaser or any of its representatives or agents in connection with the
Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser’s purchase of
the Securities. The Company further represents to each Purchaser that the decision of the Company and its Subsidiaries to enter into the
Transaction Documents has been based solely on the independent evaluation by the Company, its Subsidiaries and their respective representatives.


 






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(nn) Off-Balance
Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and
an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in its Exchange Act filings and is
not so disclosed.


 


(oo) Certain
Fees. Except the fees payable to the Placement Agent, no brokerage or finder’s fees or commissions are or will be payable by
the Company or any of its Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank
or other Person with respect to the transactions contemplated by the Transaction Documents. No Purchaser shall have any obligation with
respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section
that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(pp) Environmental
Laws. The Company and its Subsidiaries, to the best of the Company’s knowledge, (i) are
in compliance with all federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including
ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases
or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous
Materials”) into the environment, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees,
demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued,
entered, promulgated or approved thereunder (“Environmental Laws”); (ii)
have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective
businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i),
(ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(qq) Seniority.
As of the Closing Date, (i) all Indebtedness is subordinated to the Notes, and (ii) no Indebtedness or other claim against the Company
is senior to or pari passu with the Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or
otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered
thereby) and capital lease obligations (which is senior only as to the property covered thereby).


 






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(rr) Sarbanes-Oxley;
Internal Accounting Controls. The Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are
applicable to it as of the Closing Date. At March 31, 2021, the Company and the Subsidiaries did not 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
GAAP 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 has not established disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required
to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the
effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most
recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in
its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the
disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no
changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


 


(ss) Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.
The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.


 


(tt) Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common
Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.
The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is
or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such
Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance
with all such listing and maintenance requirements.


 


(uu) Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable
any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar
anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state
of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations
or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of
the Securities and the Purchasers’ ownership of the Securities.


 






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(vv) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms
that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information
that it believes constitutes or might constitute material, nonpublic information. The Company understands and confirms that the Purchasers
will rely on the foregoing representation in effecting transactions in securities of the Company. All disclosure furnished by or on behalf
of the Company to the Purchasers regarding the Company, its business and the transactions contemplated hereby, including the Disclosure
Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and
agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other
than those specifically set forth in Section 3.2 hereof.


 


3.2 Representation
and Warranties of the Purchasers. Each Purchaser, severally and not jointly, hereby represents and warrants as of the date hereof
and as of the Closing Date to the Company as follows:


 


(a) Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate,
partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by
the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction
Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by
all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each
Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance
with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance
with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.


 






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(b) Own Account.
Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities
Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or
for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities
law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities
law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of
such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting
such Purchaser’s right to sell the Securities pursuant to an effective registration statement or otherwise in compliance with applicable
federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.


 


(c) Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof
it is an “accredited investor” as defined in Rule 501(a) under the Securities Act. A written confirmation with respect
to such Purchaser’s accredited investor status, substantially in the form attached hererto as Schedule A, has been provided from
an independent source including (i) a registered broker-dealer, (ii) an investment adviser registered with the SEC, (iii) a licensed attorney
who is in good standing under the laws of the jurisdiction(s) in which he or she is admitted to practice law or (iv) a certified public
accountant who is duly registered and in good standing under the laws of the place of his or her residence or principal office on or prior
to the Closing Date. The information relating to the Purchaser set forth in such written confirmation is complete and accurate and is
incorporated herein by reference.


 


(d) Experience
of Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge,
sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective
investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic
risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e) Access to
Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction
Documents (including all exhibits and schedules thereto) and has been afforded (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results
of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment. 


 


(f) Certain Transactions
and Confidentiality. Such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding
with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing
as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the
Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof.
Notwithstanding the foregoing, if such Purchaser is a multi-managed investment vehicle, whereby separate portfolio managers manage separate
portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the
portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with
respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered
by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without
limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained
the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).


 






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The Company
acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transaction contemplated hereby.


 


ARTICLE 4

OTHER AGREEMENTS OF THE PARTIES


 


4.1 Transfer Restrictions.


 


(a) The
Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection
with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion
of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities
Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have
the rights and obligations of a Purchaser under this Agreement.


 


(b) Each Purchaser agrees to the imprinting,
so long as is required by this Section 4.1, of a legend on any of the Securities in the following form:


 


 [NEITHER] THIS SECURITY [NOR THE
SECURITIES INTO WHICH THIS SECURITY IS [CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [CONVERSION] OF THIS SECURITY]
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 






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The Company
acknowledges and agrees that each Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer
or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under
the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge
or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor
shall be required in connection therewith. Further, no notice shall be required of such pledge. At such Purchaser’s expense, the
Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection
with a pledge or transfer of the Securities, including, if the Securities are then registered for resale on a registration statement,
the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision
of the Securities Act to appropriately amend the list of selling stockholders thereunder.


 


(c) Certificates
evidencing the Conversion Shares and/or the Warrant Shares shall not contain any legend (including the legend set forth in Section
4.1(b) hereof): (i) when they have been sold while a registration statement (including
the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such
the Conversion Shares and/or Warrant Shares pursuant to Rule 144, (iii) if such Conversion Shares and/or Warrant Shares are eligible for
sale under Rule 144 and a sale or transfer will be taking place prior to the Company’s next periodic report becomes due under the
Exchange Act (not including any extension period) or (iv) if such legend is not required under applicable requirements of the Securities
Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel
to issue a legal opinion to the Transfer Agent promptly after the Effective Date or at such time as such legend is no longer required
under this Section 4.1(c) if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by any
Purchaser. If any portion of any Note is converted or any portion of any Warrant is exercised at a time when there is an effective registration
statement to cover any sale of the Underlying Shares, or if such Commitment Conversion Shares, Conversion Shares and/or Warrant Shares
have been sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if
the Commitment Conversion Shares, Conversion Shares and/or Warrant Shares may be sold under Rule 144 without the requirement for the Company
to be in compliance with the current public information required under Rule 144 as to such Commitment Conversion Shares, Conversion Shares
and/or Warrant Shares and without volume or manner-of-sale restrictions provided the conditions of Rule 144(i)(2) have been satisfied
and a sale of such shares will be taking place prior to the Company’s next annual or quarterly report becoming due under its reporting
obligations under the Exchange Act (not including any extension period) or if such legend is not otherwise required under applicable requirements
of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Conversion
Shares and/or Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time
as such legend is no longer required under this Section 4.1(c), it will, no later than the earlier of (i) three (3) Trading Days
and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by a Purchaser
to the Company or the Transfer Agent of certificate(s) representing the Conversion Shares and/or Warrant Shares, as applicable, issued
with a restrictive legend (such date, the “Legend Removal Date”), deliver
or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends.
The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer
set forth in this Section 4. Certificates for Conversion Shares and/or Warrant Shares subject to legend removal hereunder shall
be transmitted by the Transfer Agent to the applicable Purchaser by crediting the account of such Purchaser’s prime broker with
the Depository Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period”
means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect
to the Common Stock as in effect on the date of delivery of a certificate representing the Conversion Shares and/or Warrant Shares, as
applicable, issued with a restrictive legend.


 






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(d) In
addition to each Purchaser’s other available remedies, the Company shall pay to each Purchaser, in cash, the greater of (i) as partial
liquidated damages and not as a penalty, for each $1,000 of Conversion Shares and/or Warrant Shares (based on the Conversion Price or
the Exercise Price) delivered for removal of the restrictive legend and subject to Section 4.1(c), $5 per Trading Day (increasing
to $10 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date
until such certificate is delivered without a legend and (ii) if the Company fails to (x) issue and deliver (or cause to be delivered)
to a Purchaser by the Legend Removal Date a certificate representing the Securities so delivered to the Company by such Purchaser that
is free from all restrictive and other legends or (y) if after the Legend Removal Date such Purchaser purchases (in an open market transaction
or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of shares
of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock that
such Purchaser anticipated receiving from the Company without any restrictive legend, then, an amount equal to the excess of such Purchaser’s
total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased
(including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”)
over the product of (A) such number of , Conversion Shares or Warrant Shares, as applicable, that the Company was required to deliver
to such Purchaser by the Legend Removal Date multiplied by (B) the lowest closing sale price of the Common Stock on any Trading Day during
the period commencing on the date of the delivery by such Purchaser to the Company of the applicable , Conversion Shares or Warrant Shares
(as the case may be) and ending on the date of such delivery and payment under this clause (ii).


 






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4.2 Furnishing
of Information. As long as any Purchaser
owns Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. As long as any
Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish
to each Purchaser and make publicly available in accordance with Rule 144(c) such information as is required for the Purchasers to sell
the Securities, including without limitation, under Rule 144. The Company further covenants that it will take such further action as any
holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without
registration under the Securities Act, including without limitation, within the requirements of the exemption provided by Rule 144.


 


4.3 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2
of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration
under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes
of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other
transaction unless shareholder approval is obtained before the closing of such subsequent transaction.


 


4.4 Securities
Laws Disclosure; Publicity. The Company shall (a) by the 2nd Business Day after a Closing, issue a press release disclosing
the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents
as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release,
the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of
the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection
with the transactions contemplated by the Transaction Documents. Provided, however, the obligation to file a press release
shall only relate to the first Closing. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees
that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its
Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers
or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing
any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any
such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release
of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall
not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly
provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall
not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory
agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection
with the filing of final Transaction Documents with the Commission including SEC Guidance as defined by the Registration Rights Agreement,
and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers
with prior notice of such disclosure permitted under this clause (b).


 






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4.5 Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company,
any other Person, that any Purchaser is an “Acquiring Person” under any
control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover
plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of
any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents.


 


4.6 Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated
by the Transaction Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither
it, nor any of its Subsidiaries, nor any other Person acting on behalf of any of the foregoing will provide any Purchaser or its agents
or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information,
unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed with the Company to keep such information
confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions
in securities of the Company. To the extent that the Company delivers any material, non-public information
to any Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any
duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or
Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates
not to trade on the basis of, such material, non-public information, provided that
such Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes,
or contains, material, non-public information regarding the Company or any Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K or if not subject
to the reporting requirements under the Commission, file a press release. The Company understands
and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.


 


4.7 Use of Proceeds.
As set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds
from the sale of the Securities hereunder (i)to pay related party indebtedness, (ii) to resolve a dispute with an unrelated party, (iii)
for acquisitions and (iv) for general corporate purposes and working capital. Without limiting the foregoing, the Company shall not use
any such proceeds: (a) for the satisfaction of any portion of the Company’s debt, (b) for the redemption of any of its preferred
stock, Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of
FCPA, OFAC regulations or Money Laundering, Anti-Corruption and Anti-Bribery Laws. 


 






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4.8 Indemnification
of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify
and hold the Agent, each Purchaser and their respective directors, officers, shareholders, members, partners, employees and agents (and
any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other
title), each Person who controls any Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each,
a “Purchaser Party”) harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, as incurred, arising out of or relating to (i) any untrue or alleged untrue statement
of a material fact contained in any registration statement filed by the Company, any prospectus or any form of prospectus or in any amendment
or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in
the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue
statements or omissions are based solely upon information regarding such Purchaser Party furnished in writing to the Company by such Purchaser
Party expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act
or any state securities law, or any rule or regulation thereunder in connection therewith. If any action shall be brought against any
Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the
Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable
to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (x) the
employment thereof has been specifically authorized by the Company in writing, (y) the Company has failed after a reasonable period
of time to assume such defense and to employ counsel or (z) in such action there is, in the reasonable opinion of counsel, a material
conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company
shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to
any Purchaser Party under this Agreement (1) for any settlement by a Purchaser Party effected without the Company’s prior written
consent, which shall not be unreasonably withheld or delayed; or (2) to the extent, but only to the extent that a loss, claim, damage
or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements
made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8
shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received
or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser
Party against the Company or others and any liabilities the Company may be subject to pursuant to law. 


 






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4.9 Reservation
of Common Stock. Immediately following the Reverse Split, the Company shall reserve and keep
available at all times, free of preemptive rights, a sufficient number of shares of Common Stock equal to the Required Minimum (as defined
in the Notes) for the purpose of enabling the Company to issue the Conversion Shares and any other shares that may be issuable pursuant
to the Notes. If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less
than the Required Minimum on such date, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s
certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required
Minimum at such time, as soon as possible and in any event not later than the 75th day after such date


 


4.10 Listing of
Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing
or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company
shall apply to list or quote all of the Conversion Shares and Warrant Shares on such Trading Market and promptly secure the listing of
all of the Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the
Common Stock traded on any other Trading Market (including in accordance with Section 4.23), it will then include in such application
all of the Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Conversion Shares
and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action
reasonably necessary to continue the listing and trading of its Common Stock on such Trading Market and will comply in all respects with
the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain
the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation,
including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation
in connection with such electronic transfer.


 


4.11 Certain Transactions
and Confidentiality. Each Purchaser covenants, severally, but not jointly or jointly and severally,
that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such
time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described
in Section 4.4. Each Purchaser covenants, severally, but not jointly or jointly and severally, that until such time as the
transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in
Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information
included in the Disclosure Schedules. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary,
the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it
will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement
are first publicly announced, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of
the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement
are first publicly announced pursuant to the initial press release as described in Section 4.4, (iii) no Purchaser
has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing
or selling Securities which have been issued under the terms of this Agreement, any Note, any Warrant or any other Transaction Document,
or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (iv)
no Purchaser shall be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative”
transaction, (v) any Purchaser may engage in hedging activities, other than Short Sales at various times during the period that the
Securities are outstanding, and (vi) no Purchaser shall have any duty of confidentiality or
duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release.
Except as contemplated above, Company acknowledges that such aforementioned hedging activities do not constitute a breach of any
of the Transaction Documents.


 






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4.12 Conversion
and Exercise Procedures. The form of Notice of Conversion in the Notes sets forth the totality
of the procedures required of the Purchasers in order to convert the Notes, sets forth the totality of the procedures required of the
Purchasers in order to convert the and the form of Notice of Exercise in the Warrants sets forth the totality of the procedures required
of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required
of any Purchaser to convert the Notes or the exercise the Warrants. Without limiting the preceding sentences, no ink-original Notice
of Conversion, Notice of Exercise or Delivery Notice shall be required, nor shall any medallion guarantee (or other type of guarantee
or notarization) of any Notice of Conversion form, Notice of Exercise form or Delivery Notice form be required in order to covert the
Notes or the or exercise the Warrants. The Company shall honor conversions of the Notes and exercises of the Warrants, and shall deliver
the Conversion Shares, and the Warrant Shares, as applicable, in accordance with the terms, conditions and time periods set forth in the
Transaction Documents.


 


4.13 Form D; Blue
Sky Filings. The Company agrees to timely file a Form D with respect to the Securities with
the Commission as required under Regulation D, and with the applicable securities regulators in the states in which the Securities were
sold, and to provide copies thereof, promptly upon request of any Purchaser. The Company shall take such further action as the Company
shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers
at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence
of such actions promptly upon request of any Purchaser.


 


4.14 Maintenance
of Property. So long as any Note remains outstanding, the Company shall use its commercially reasonable efforts to keep, and cause
each of its Subsidiaries to keep, all of their respective properties, which are necessary or useful to the conduct of their business,
in good working order and condition, ordinary wear and tear excepted.


 


4.15 Preservation
of Corporate Existence. So long as any Note remains outstanding, the Company shall, and shall cause each of its Subsidiaries to, preserve
and maintain their respective corporate existences, rights, privileges and franchises in their respective jurisdictions of incorporation,
and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of their
respective businesses and operations and where the failure to qualify or remain qualified would reasonably be expected to have a Material
Adverse Effect.


 


4.16 DTC Program.
At all times that the Securities are outstanding, the Company will employ as the transfer agent for the Common Stock, the Conversion Shares
and the Warrant Shares a participant in the Depository Trust Company Automated Securities Transfer Program and cause the Common Stock
(including the Conversion Shares and the Warrant Shares) to be transferable pursuant to such program.


 






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4.17 Subsequent
Equity Sales. So long as any Note remains outstanding, the Company shall be prohibited from effecting or entering into an agreement
to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units
thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction which is not Permitted
Indebtedness and in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable
for, or include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate
or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after
the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being
reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent
events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects
a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities
at a future determined price. The foregoing restrictions shall not include any agreement for an at-the-market offering. For avoidance
of doubt, the inclusion of a standard price protection adjustment provision in the event the Company sells Common Stock or Common Stock
Equivalents at a future lower price shall not be deemed to be a Variable Rate Transaction. Each Purchaser shall be entitled to obtain
injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.


 


4.18 Transfer Agent
Instructions. The Company shall issue irrevocable instructions to the Transfer Agent in a form acceptable to the Purchasers (the “Irrevocable
Transfer Agent Instructions”) to issue certificates or credit shares via DWAC or otherwise to the applicable balance accounts
at The Depository Trust Company (“DTC”), registered in the name of the Purchasers and/or their respective nominee(s),
for the Underlying Shares in such amounts as specified from time to time by the Purchasers to the Company upon conversion of the Notes
and/or exercise of the Warrants. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions
referred to in this Section will be given by the Company to its Transfer Agent with respect to the Securities, and that the Securities
shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement
and the other Transaction Documents. In the event that such sale, assignment or transfer involves Conversion Shares or Warrant Shares
sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall
issue such shares to such buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section
4.1. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Purchasers. Accordingly,
the Company acknowledges that the remedy at law for a breach of its obligations under this Section will be inadequate and agrees, in the
event of a breach or threatened breach by the Company of the provisions of this Section, that each Purchaser shall be entitled, in addition
to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without
the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue
the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent from and after the
Applicable Date. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such
opinion or the removal of any legends on any of the Securities shall be borne by the Company. “Applicable Date” means
the first date on which all of the Underlying Shares are eligible to be resold by the Purchasers pursuant to Rule 144 or an effective
registration statement is in effect.


 






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4.19 Public Information.
At any time during the period commencing on or after August 12, 2022 and ending at such time that all of the Securities may be sold without
the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule
144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public
Information Failure”) then, in addition to the Purchasers’ other available remedies, the Company shall pay to each
Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to
sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price of each
Purchaser’s Securities on the day of a Public Information Failure and on every thirtieth (30th) day (prorated
for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and
(b) such time that such public information is no longer required for the Purchasers to transfer the Underlying Shares pursuant to Rule
144. The payments to which the Purchasers shall be entitled pursuant to this Section 4.19
are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid
on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the
third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. If an
Event (as defined in the Registration Rights Agreement) is occurring at the time of a Public Information Failure, and the Company is (x)
then obligated to pay, and (y) timely pays the Purchasers partial liquidated damages under Section 2(d) of the Registration Rights
Agreement for the period occurring simultaneous with the applicable Public Information Failure (such payments, the “Simultaneous
Registration Rights Partial Liquidated Damages”) and (z) has timely paid the Purchasers all previously accrued partial liquidated
damages under Section 2(d) of the Registration Rights Agreement, the Company may deduct the amounts paid in connection with such
Simultaneous Registration Rights Partial Liquidated Damages from such Public Information Failure Payments due for such simultaneous Public
Information Failure. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information
Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall
limit any Purchaser’s right to pursue actual damages for the Public Information Failure, and each
Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief.


 


4.20 Litigation
and Other Notices. For as long as any Note remains outstanding, the Company shall promptly, to the extent not prohibited by law, give
each Purchaser notice in writing within three Trading Days following the occurrence thereof, any Default or Event of Default or event
that has had or could reasonably be expected to have a Material Adverse Effect. Any such information provided to any
Purchaser shall comply with the requirements of Section 4.6 above.


 


4.21 Access to
Records. Upon the occurrence of an Event of Default, the Company shall and shall cause each of its Subsidiaries to provide the Agent
and/or any of its respective duly authorized representatives, attorneys or accountants access to any and all bank records at the premises
of the Company or such Subsidiary where such records are kept, such access being afforded without charge, but only during normal business
hours. Any such information provided to the Agent shall comply with the requirements of Section 4.6 above.


 






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4.22 OTC
Markets; National Securities Exchange. 


 


(a) Except
as otherwise provided in clause (b) below, the Company shall take all necessary and appropriate actions to ensure that its shares of Common
Stock remain listed and quoted on the Pink Open Market OTCQB or OTCQX (or any successor) at all times.


 


(b) As
soon as reasonably practicable after the Company meets the qualitative and quantitative listing standards for listing on a national securities
exchange, the Company shall use reasonable best efforts to take all necessary and appropriate actions to list its shares of Common
Stock for trading on such national securities exchange.


 


4.23 Future
Financings. As long as the Notes are outstanding, the Company shall not grant any registration rights in connection with the
subsequent equity financing, nor shall the Company register, or cause to be registered, with the SEC or any state securities commission
any equity securities issuable in connection with the subsequent equity financing.


 


ARTICLE 5

MISCELLANEOUS


 


5.1 Fees and Expenses.
Except as expressly set forth below and in the Transaction Documents to the contrary, each party shall pay the reasonable, documented
fees and expenses of its advisers, counsel, 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. The Company shall pay all Transfer Agent fees
(including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise
notice delivered by any Purchaser), stamp taxes and other taxes and duties levied in connection
with the delivery of any Securities to any Purchaser. Notwithstanding the foregoing, the Company agrees to pay all direct and indirect
costs and expenses of the Agent and the Purchasers related to the negotiation, due diligence, preparation, closing, and all other items
regarding or related to this Agreement and the other Transaction Documents and all of the transactions contemplated herein and/or therein,
including, but not limited to, the legal fees and expenses of the Agent’s legal counsel solely in connection with the offer and
sale of the Securities (collectively, the “Purchaser’s Expenses”), all of which will be deducted and paid on
Closing Date.


 


5.2 Entire Agreement.
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect
to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such
matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 






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5.3 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile
or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m.
(New York City time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered
via facsimile or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto on a day
that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, (c) the second (2nd) Business
Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party
to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages
attached hereto.


 


5.4 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment, by the Company and the Purchasers or, in the case of a waiver, by the party against whom enforcement of any
such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise
of any such right. Any amendment effected in accordance with accordance with this Section 5.4 shall be binding upon the Purchasers
and holders of Securities and the Company and its Subsidiaries.


 


5.5 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchasers.
Each Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any
Securities in compliance with the Transaction Documents, provided that such transferee agrees in writing to be bound, with respect
to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers,” and provided
further that (i) such transferee is an “accredited investor” within the meaning of Rule 501 under the Securities Act and (ii)
such transferee is not a direct competitor of the Company or any Subsidiary.


 


5.6 No Third-Party
Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns
and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 






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5.7 Governing Law;
Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and
federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),
and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding 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.
If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations
of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing
party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such Action or Proceeding.


 


5.8 Survival.
The representations and warranties contained herein shall survive a Closing and the delivery of the Securities at a Closing.


 


5.9 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original
thereof.


 


5.10 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired, or invalidated, as long as the essential terms and conditions of the Notes for each
party remain valid, binding, and enforceable. The parties shall use their commercially reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.


 


5.11 Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting
any similar provisions of) any of the other Transaction Documents, whenever the Agent or any Purchaser exercises a right, election, demand
or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided,
then the Agent and/or the Purchasers may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company,
any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided,
however, that, in the case of a rescission of a conversion of a Note, the applicable
Purchasers shall be required to return any shares of Common Stock subject to any such rescinded conversion or exercise notice concurrently
with the return to such Purchasers of the aggregate exercise price paid to the Company for such shares.


 






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5.12 Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost,
stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in
the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances
shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.


 


5.13 Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Agent,
the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents
and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at
law would be adequate.


 


5.14 Payment Set
Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant
to any Transaction Document or the Agent or any Purchaser enforces or exercises its rights 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, any of its Subsidiaries,
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.


 


5.15 Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will
resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter
in force, in connection with any Action or Proceeding that may be brought by the Agent or any Purchaser in order to enforce any right
or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly
agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall
not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”),
and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with
any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such Maximum
Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased
or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed
by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application
is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to
the Purchasers with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by the Purchasers to
the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Purchasers’
election.


 






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5.16 Liquidated
Damages. The Company’s obligations to pay any partial liquidated damages or other amounts
owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated
damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated
damages or other amounts are due and payable shall have been canceled.


 


5.17 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.


 


5.18 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of the Transaction Documents or any amendments thereto.


 


5.19 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH
KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY
WAIVES FOREVER TRIAL BY JURY.


 


(Signature
Pages Follow)


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.


 


	 	PHONEBRASIL INTERNATIONAL, INC.
	 	 
	 	By:	                    
	 	Name: P. Kelley Dunne
	 	Title: Chief Execute Officer


 


	 	Address for Notice:
	 	21 Omaha Street
	 	Dumont, NJ 07628
	 	 
	 	With a copy to (which shall not constitute notice):
	 	 
	 	John Jadhon, Esq.
	 	The Matt Law Firm, PLLC
	 	1701 Genesee Street
	 	Utica, NY 13501
	 	Email: jjadhon@barclaydamon.com


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASERS FOLLOWS]


 


 


 


Signature Page to Securities Purchase Agreement


 




     


     

    

 


PURCHASER
SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	 	By:	       
	 	Name:
	 	Title:


 


	 	Address for Notice to Purchasers:
	 	 
	 	 
	 	 
	 	 
	 	Email: 	         


 


	 	Address for Delivery of Securities to Purchaser (if not same as address for notice):
	 	 
	 	 
	 	 
	 	 


 


Purchaser Signature Page to Securities Purchase
Agreement


 




     


     

    

 


Schedule 1


 


Purchase Price; Securities Purchased


 


	Name of

Purchaser	 	Purchase Price	 	Aggregate Principal Amount of Notes being Purchased	 	Number of Common Shares into which are Convertible (subject to adjustment)	 	Number of Common Shares into which Warrants are Exercisable (subject to adjustment)
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	TOTAL	 	 	 	 	 	 	 	 


 




     


     

    

 


SCHEDULE A


 


STATUS CERTIFICATION LETTER


 


[Letterhead of service provider]


 


PhoneBrasil International, Inc.


[ADDRESS]


 


_______________________ [NAME OF SUBSCRIBER] (“Client”)
has requested that the undersigned provide PHONEBRASIL INTERNATIONAL, INC. (the “Company”) with this Status Certification
Letter (this “Certification Letter”) to assist the Company in its verification of the Client’s status as an “accredited
investor” as defined by Rule 501(a) of the Securities Act of 1933, in connection with the Client’s subscription for Units
offered by the Company (the “Units”).


 


The undersigned certifies that [I/we/it] [am/are/is]:


 


		☐	a registered broker-dealer registered with FINRA;



		☐	an investment adviser registered with the Securities and Exchange Commission;



		☐	a licensed attorney in good standing in the State of ___________ , which state is the place of [my/our/its]
principal residence or principal office; or



		☐	a certified public accountant duly registered and in good standing in the State of ___________, which
state is the place of [my/our/its] principal residence or principal office.



 


Based on the review of the supporting documentation identified below,
the undersigned advises you that the Client satisfies the following criteria to qualify as an accredited investor:


 


		☐	an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with
his or her spouse, presently exceeds $1,000,000, exclusive of the value of his or her primary residence;1



		☐	an individual (not a partnership, corporation, etc.) who had an income in excess of $200,000 in each of
the two most recent years, or joint income with his or her spouse in excess of $300,000 in each of those years and has a reasonable expectation
of reaching the same income level in the current year;



		☐	an employee benefit plan within the meaning of Title 1 of ERISA and the plan has total assets in excess
of $5,000,000;



		☐	a corporation, partnership, Massachusetts business trust, or non-profit organization within the meaning
of Section 501(c)(3) of the Internal Revenue Code with total assets in excess of $5,000,000; or



		☐	a trust with total assets in excess of $5,000,000.



 


In connection with this Certification Letter, the undersigned has reviewed
the original or photocopies of the following documents:


 


		☐	Forms 1040 and supporting Forms W-2, Forms 1099, Schedules K-1 of Form 1065 for the two-most recent years;



		☐	Bank statements, brokerage statements, certificates of deposit or tax assessments;



		☐	Credit report from at least one of the nationwide consumer reporting agencies; and



		☐	Other documents (please specify) _______________________________________.



 


This Certification Letter may be relied upon by the Company in connection
with the offering and sale of the Units.


 


	SIGNATURE: 	 	 	NAME: 	 
	COMPANY:	 	 	TITLE:	 
	DATE:	 	 	 	 


 


 


 






		1	In calculating net worth you may include equity in personal property and real estate, including your principal residence, cash, short-term
investments, stock and securities. Equity in personal property and real estate should be based on the fair market value of such property
less debt secured by such property.