Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of October 4, 2021, by and between FICAAR, INC., a Georgia corporation,
with its address at 257 Varet, Brooklyn, New York 11206 (the “Company”), and BOOT CAPITAL LLC., a Delaware limited
liability company, with its address at 1688 Meridian Ave. Suite 723, Miami Beach, FL 33139 (the “Buyer”).


 


WHEREAS:


 


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


 


B.      Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement
a convertible note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $252,000.00 (together
with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms
thereof, the “Note”), convertible into shares of common stock, no par value per share, of the Company (the “Common Stock”),
upon the terms and subject to the limitations and conditions set forth in such Note; and a Warrant to purchase Common Stock of the Company
in favor of Buyer exercisable into 300,000 shares of Common Stock (the “Warrant”); and


 


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


 


1.      Purchase
and Sale of Note. 


 


a.      Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees
to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages
hereto.


 


b.      Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued
and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to
the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount
equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto (and the Warrant),
and (ii) the Company shall deliver such duly executed Note on behalf of the Company (and the Warrant), to the Buyer, against delivery
of such Purchase Price.


 


c.      Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section
7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be 12:00
noon, Eastern Standard Time on or about October 5, 2021, or such other mutually agreed upon time. The closing of the transactions contemplated
by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.


 


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


 


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


 


 


 


 






    	 	1	 



     


    

 


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


 


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


 


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


 


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


 


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


 


The legend set
forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it
is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective
registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction
as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with
an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a
public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company
so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from
which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company
does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from
registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.


 


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


 


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


 


a.     
Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly
organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority
(corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used,
operated and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated,
in which the Company owns, directly or indirectly, any equity or other ownership interest.


 


 


 


 






    	 	2	 



     


    

 


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


 


c.     
Capitalization. As of the date hereof, the authorized common stock of the Company consists of 200,000,000 authorized shares
of Common Stock, no par value per share, of which 74,291,164 shares are issued and outstanding; and 750,000 shares are reserved for issuance
upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued,
fully paid and non-assessable. .


 


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


 


e.     
No Conflicts.The execution, delivery and performance of this Agreement, the Note, the Warrant by the Company and the consummation by the Company of the transactions contemplated hereby and thereby
(including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result
in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach
of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or
give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license
or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations
to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset
of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). The businesses of the Company
and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in
violation of any law, ordinance or regulation of any governmental entity. “Material Adverse Effect” means any material adverse
effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole,
or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.


 


f.       
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the
“1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements
and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred
to herein as the “SEC Documents”). Upon written request the Company will deliver to the Buyer true and complete copies of
the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of
the amendments, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations
of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the
SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements
made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as
have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates
of the amendments, the financial statements of the Company included in the SEC Documents complied as to form in all material respects
with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements
have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods
involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries
as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case
of unaudited statements, to normal year-end audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.


 


 


 


 






    	 	3	 



     


    

 


g.     
Absence of Certain Changes. Since June 30, 2021, except as set forth in the SEC Documents, there has been no material adverse
change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results
of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.


 


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


 


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


 


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


 


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


 


l.      
Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties
set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered
an Event of default under Section 3.4 of the Note.


 


m.     Regulation
A Registration Statement. The Company represents that within ten (10) days of the date hereof, the Company will file an offering
statement with the SEC pursuant to Regulation A in an amount of at least forty (40) times the amount of the Note with a range of
price per share of $1.00 to $3.00 per share and use its best efforts to cause the SEC to qualify the offering statement. Any failure
to file such offering statement and/or use its best efforts is a material event of default pursuant to the Note.


 


n.     
Right of First Refusal. Unless it shall have first delivered to the Buyer, at least twelve (12) hours prior to the closing
of such Future Offering (as defined herein), written notice describing the proposed Future Offering (“ROFR Notice”), including
the terms and conditions thereof, identity of the proposed purchaser and proposed definitive documentation to be entered into in connection
therewith, and providing the Buyer an option during the twelve (12) hour period following delivery of such notice to purchase the securities
being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence
and the preceding sentence are collectively referred to as the “Right of First Refusal”), the Company will not conduct any
equity (or debt with an equity component) financing in an amount less than $1,000,000.00 (“Future Offering(s)”) during the
period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of
a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering,
the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the
Buyer thereafter shall have an option during the twelve (12) hour period following delivery of such new notice to purchase the securities
being offered on the same terms as contemplated by such proposed Future Offering, as amended. Notwithstanding any language to the contrary,
this Section 3(n) shall not apply to investments contemplated or made by Danny Shiff, Alberto Marrero, or their affiliate entities.


 


 


 


 






    	 	4	 



     


    

 


4.     
COVENANTS.


 


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


 


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


 


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


 


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


 


e.     
Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other
remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the Note.


 


f.       
Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note and/or the Warrant, the Company shall
comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of
the 1934 Act.


 


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


 


5.     
Transfer Agent
Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name
of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon
conversion of the Note (and the Warrant) in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”).
In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such
replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including
but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the
Note) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933
Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear
the restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable
Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Securities
shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Warrant
and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring
(or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion
of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or direct
its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive legend (or to withdraw
any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of
or otherwise pursuant to the Note (and the Warrant) as and when required by the Note, the Warrant and/or this Agreement. If the Buyer
provides the Company and the Company’s transfer agent, at the cost of the Buyer, with an opinion of counsel in form, substance
and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made
without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct
its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified
by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by
vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other
security being required.


 


 


 


 






    	 	5	 



     


    

 


6.       Conditions
to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the
Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these
conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:


 


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


 


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


 


c.     
The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the
Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.


 


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


 


7.       Conditions
to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note at the Closing is subject
to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s
sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


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


 


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


 


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


 


d.     
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the
Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received
a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing
effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect
to the Board of Directors’ resolutions relating to the transactions contemplated hereby.


 


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


 


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


 


 


 


 






    	 	6	 



     


    

 


g.     
The Conversion Shares shall have been authorized for quotation on an exchange or electronic quotation system and trading in the
Common Stock on such exchange or electronic quotation system shall not have been suspended by the SEC or an exchange or electronic quotation
system.


 


h.     
The Buyer shall have received an officer’s certificate described in Section 3(d) above, dated as of the Closing Date.


 


8.       Governing
Law; Miscellaneous.


 


a.     
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state courts of Florida or in the federal courts located in the state and county of Dade.
The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and
shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive
trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the
event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall
be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any
law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal
service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Note
or any related document or agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any other manner permitted by law.


 


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


 


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


 


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


 


e.     
Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the
parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.


 


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


 


 


 


 






    	 	7	 



     


    

 


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


 


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


 


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


 


j.      
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any party.


 


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


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	8	 



     


    

 


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


 


 


FICAAR, INC.


 


	By:	/s/ Gail Levy	 
	 	Gail Levy	 
	 	Chief Executive Officer	 



 


 


BOOT CAPITAL LLC.


 


	By:	/s/ Peter Rosten	 
	 	Peter Rosten	 
	 	President	 



 


 


AGGREGATE SUBSCRIPTION AMOUNT:


	Aggregate Principal Amount of Note:	$252,000.00
	Warrants:	300,000 shares




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



    	 	9