Exhibit 4.1


 


SECURITIES
PURCHASE AGREEMENT


 


SECURITIES
PURCHASE AGREEMENT (this “Agreement”), dated as of September __, 2015, by and among ID Global Solutions Corporation,
a Delaware corporation, with headquarters located at 160 E. Lake Brantley Drive, Longwood, Florida 32779 (the “Company”),
and each of the purchasers set forth on the signature pages hereto (the “Buyers” and each, a “Buyer”).


 


WHEREAS:


 


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


 


B.           Buyers
desire to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement 12% secured
promissory notes of the Company, in the form attached hereto as Exhibit “A”, in the aggregate principal amount
of up to One Million Dollars ($1,000,000) (the “Secured Notes”) and common stock purchase warrants , in the
form attached hereto as Exhibit “B”, to acquire up to 666,667 shares of common stock, par value $0.0001 per
share (the “Common Stock”), for each $100,000 in Secured Notes acquired (the “Warrants”).


 


C.           Each
Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Secured Notes and related
Warrants as set forth immediately below its name on the signature pages hereto; and


 


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


 


1.           PURCHASE
AND SALE OF SECURED NOTES AND WARRANTS.


 


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


 


b.         Form
of Payment. On the Closing Date (as defined below), (i) each Buyer shall pay the
purchase price for the Secured Notes and Warrants 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 Secured Notes in the principal amount equal to the Purchase Price and the Warrants,
and (ii) the Company shall deliver such Secured Notes and Warrants duly executed on behalf of the Company, to such 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 Secured Notes and the Warrants pursuant
to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on September __, 2015 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.           BUYERS’
REPRESENTATIONS AND WARRANTIES. Each Buyer severally (and not jointly) represents
and warrants to the Company solely as to such Buyer that:


 


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


 


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


 


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


 


d.         Governmental
Review. The Buyer understands that no United States federal or state agency or any
other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.


 


e.         Transfer
or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities
has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not
be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the
Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions
of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant
to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred
to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”))
of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(e) and who is an Accredited
Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the
1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company an opinion
of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion
shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance
with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in
which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in
the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder;
and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any
state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing or
anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide
margin account or other lending arrangement.


 






    	2



    	 



    

 


f.         Legends.
The Buyer understands that the Secured Notes, Warrants and, until such time as the Warrant Shares have been registered under the
1933 Act or otherwise may be sold pursuant to Rule 144, the Securities may bear a restrictive legend in substantially the following
form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN
OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.”


 


The legend
set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Securities
upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Securities are registered
for sale under an effective registration statement filed under the 1933 Act, 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 Securities 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 or (c) such holder provides the Company with reasonable assurances that such
Securities can be sold pursuant to Rule 144 or Regulation S. 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.


 


g.         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 valid and binding agreements of the
Buyer enforceable in accordance with their terms.


 






    	3



    	 



    

 


h.         Residency.
The Buyer is a resident of the jurisdiction set forth immediately below such Buyer’s name on the signature pages hereto.


 


i.         Brokers.
The Buyer acknowledges that the Company has engaged Network 1 Financial Securities, Inc., a broker dealer registered with FINRA
(“Network”), as a finder in connection with the sale of the Secured Notes and Warrants and Network shall be
entitled to a fee equal to eight (8%) percent of the gross proceeds and shares of Common Stock of the Company equal to the aggregate
principal amount of the Secured Notes multiplied by eight (8%) percent, which product is divided by $0.10.


 


3.            REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company represents and warrants to each Buyer
that:


 


a.         Organization
and Qualification. The Company and each of its Subsidiaries, 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. “Subsidiary” shall mean any corporation or other entity of
which at least a majority of the securities or other ownership interests having ordinary voting power (absolutely or contingently)
for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by the
Company and/or any of its other Subsidiaries.


 


b.         Authorization;
Enforcement. The Company has all requisite corporate power and authority to enter
into and perform this Agreement.


 


c.         Capitalization.
The capitalization of the Company is as set forth on Schedule 3(c) attached hereto. The Company presently has 500,000,000
shares of Common Stock and 20,000,000 shares of blank check preferred stock authorized.


 


d.         Issuance
of Shares. The Warrant Shares are duly authorized and reserved for issuance upon
exercise of the Warrants.


 


e.         Acknowledgment
of Dilution. The Company understands and acknowledges the potentially dilutive effect
to the Common Stock upon the issuance of the Warrant Shares.


 


f.         Bad
Actor Representation. None of the Company, any of its predecessors, any affiliated
issuer, any director, executive officer, other officer of the Company participating in the offering, any beneficial owner 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 at the time of sale
(each, an “Issuer Covered Person” and, together, “Issuer 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
whether any Issuer Covered Person is subject to a Disqualification Event.


 






    	4



    	 



    

 


g.         Litigation.
There is no action, suit, proceeding, or investigation (including without limitation
any suit, proceeding, or investigation involving the prior employment of any of the Company’s employees, their use in connection
with the Company’s business of any information or techniques allegedly proprietary to any of their former employers, or
their obligations under any agreements with prior employers) pending or, to the best of the Company’s knowledge, currently
threatened before any court, administrative agency, or other governmental body. The Company is not a party or subject to, and
none of its assets is bound by, the provisions of any order, writ, injunction, judgment, or decree of any court or government
agency or instrumentality. There is no action, suit, or proceeding by the Company currently pending or that the Company intends
to initiate.


 


h.         Disclosure.
Except as set forth on Schedule 3(h), the Company has fully provided each Buyer
with all the information that such Buyer has requested for deciding whether to purchase the Securities and all material information
that the Company believes is reasonably necessary to enable a reasonable Buyer to make such decision. Neither this Agreement,
nor any other agreements, statements or certificates made or delivered to Buyer in connection herewith or therewith contains any
untrue statement of a material fact or, when taken together, omits to state a material fact necessary to make the statements herein
or therein, in light of the circumstances under which they were made, not misleading.


 


i.         Shell
Company Status. During the previous twelve (12) months, the Company has not been
a shell as such term is defined in Rule 144(i) under the Securities Act.


 


j.         Commission
Documents, Financial Statements. The Company has filed all reports, schedules, forms,
statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), including material filed pursuant to Section 13(a) or
15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as
the “Commission Documents”). The Company has not provided to the Buyers any material non-public information
or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the
Company but which has not been so disclosed, other than (i) with respect to the transactions contemplated by this Agreement, or
(ii) pursuant to a non-disclosure or confidentiality agreement signed by the Buyers. At the time of the respective filings, the
Commission Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations
of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents.
As of their respective filing dates, none of the Commission Documents contained any untrue statement of a material fact;
and none 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. The financial statements of the Company included in
the Commission Documents (the “Financial Statements”) comply as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with
respect thereto. The Financial Statements have been prepared in accordance with United States generally accepted accounting principles
(“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated
in the Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not
include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial
position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal year-end audit adjustments)


 






    	5



    	 



    

 


k.        No
Material Adverse Effect. Since June 30, 2015, neither the Company, nor any Subsidiary
has experienced or suffered any Material Adverse Effect. For the purposes of this Agreement, “Material Adverse Effect”
means any of (i) a material and adverse effect on the legality, validity or enforceability of this Agreement or the other Transaction
Documents, (ii) a material adverse effect on the business, operations, properties, or financial condition of the Company, its
Subsidiaries, individually, or in the aggregate and/or any condition, circumstance, or situation that would prohibit or otherwise
materially interfere with the ability of the Company to perform any of its obligations under this Agreement or the other Transaction
Documents in any material respect or (iii) an adverse impairment to the Company’s ability to perform on a timely basis its
obligations under this Agreement or the other Transaction Document.


 


l.         No
Undisclosed Liabilities. Other than as disclosed on Schedule 3(l) or set forth
in the Commission Documents, to the knowledge of the Company, neither the Company, nor any Subsidiary has any liabilities, obligations,
claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) other
than those incurred in the ordinary course of the Company’s and any Subsidiary’s respective businesses since June
30, 2015 and those which, individually or in the aggregate, do not have a Material Adverse Effect on the Company and any Subsidiary.


 


m.        No
Undisclosed Events or Circumstances. To the Company’s knowledge, no event or
circumstance has occurred or exists with respect to the Company or any Subsidiary or their respective businesses, properties,
operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement
by the Company but which has not been so publicly announced or disclosed.


 


n.         Indebtedness.
Other than as set forth on Schedule 3(n), the Financial Statements set forth all outstanding secured and unsecured Indebtedness
of the Company, or for which the Company, or any Subsidiary have commitments as of the date of the Financial Statements or any
subsequent period that would require disclosure. For the purposes of this Agreement, “Indebtedness” shall mean
(a) any liabilities for borrowed money or amounts owed (other than trade accounts payable incurred in the ordinary course of business),
(b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same
should be reflected in the Company’s consolidated balance sheet (or the Securities thereto), except guaranties by endorsement
of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present
value of any lease payments due under leases required to be capitalized in accordance with GAAP. Neither the Company, nor any
Subsidiary is in default with respect to any Indebtedness which, individually or in the aggregate, would have a Material Adverse
Effect.


 






    	6



    	 



    

 


o.         Title
to Assets. Except as set forth on Schedule 3(o),the Company has good and marketable
title in fee simple to all real property owned by it and good and marketable title in all personal property owned by it that is
material to the business of the Company, in each case free and clear of all Liens, except for (i) Liens as do not materially affect
the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company
and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefore in accordance
with GAAP and, the payment of which is neither delinquent nor subject to penalties (liens referenced in subsection (i) and (ii)
above are collectively referred to as “Permitted Liens”). Any real property and facilities held under lease by the
Company are held by it under valid, subsisting and enforceable leases with which the Company is in compliance.


 


p.         Actions
Pending. Except as disclosed in the Commission Documents or on Schedule 3(p),
there is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other proceeding pending
or, to the knowledge of the Company, threatened against or involving the Company, any Subsidiary (i) which questions the validity
of this Agreement or any of the other Transaction Documents or the transactions contemplated hereby or thereby or any action taken
or to be taken pursuant hereto or thereto or (ii) involving any of their respective properties or assets. To the knowledge of
the Company, there are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator or governmental
or regulatory body against the Company or any Subsidiary or any of their respective executive officers or directors in their capacities
as such.


 


q.         Compliance
with Law. The Company and its Subsidiaries have all material franchises, permits,
licenses, consents and other governmental or regulatory authorizations and approvals necessary for the conduct of their respective
business as now being conducted by it unless the failure to possess such franchises, permits, licenses, consents and other governmental
or regulatory authorizations and approvals, individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.


 


r.         Compliance.
Except as set forth in the in Schedule 3(r), the Company: (i) is not 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), nor
has the Company 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 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.


 


s.         No
Violation. The business of the Company and any Subsidiary is not being conducted
in violation of any federal, state, local or foreign governmental laws, or rules, regulations and ordinances of any governmental
entity, except for possible violations which singularly or in the aggregate could not reasonably be expected to have a Material
Adverse Effect. The Company is not required under federal, state, local or foreign law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute,
deliver or perform any of its obligations under the Transaction Documents, or issue and sell the Secured Notes, the Warrants or
Warrant Shares in accordance with the terms hereof or thereof (other than (x) any consent, authorization or order that has been
obtained as of the date hereof, (y) any filing or registration that has been made as of the date hereof or (z) any filings which
may be required to be made by the Company with the Commission or state securities administrators subsequent to the Closing).


 






    	7



    	 



    

 


t.         No
Conflicts. The execution, delivery and performance of this Agreement and the Transaction
Documents by the Company and the consummation by the Company of the transactions contemplated herein and therein do not and will
not (i) violate any provision of the Articles or Bylaws, (ii) conflict with, or constitute a default (or an event which with notice
or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation
to which the Company or any Subsidiary is a party or by which it or its properties or assets are bound, (iii) create or impose
a lien, mortgage, security interest, pledge, charge or encumbrance (collectively, “Lien”) of any nature on
any property of the Company or any Subsidiary under any agreement or any commitment to which the Company or any Subsidiary is
a party or by which the Company, or any Subsidiary is bound or by which any of its respective properties or assets are bound,
or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including
federal and state securities laws and regulations) applicable to the Company or any Subsidiary or by which any property or asset
of the Company, or any Subsidiary are bound or affected, provided, however, that, excluded from the foregoing in
all cases are such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually
or in the aggregate, have a Material Adverse Effect.


 


u.        Taxes.
Other than as set forth on Schedule 3(u), each of the Company and any Subsidiary, to the extent its applicable, has accurately
prepared and filed all federal, state and other tax returns required by law to be filed by it, has paid or made provisions for
the payment of all taxes shown to be due other than payment being contested and all additional assessments, and adequate provisions
have been and are reflected in the consolidated financial statements of the Company for all current taxes and other charges to
which the Company, or any Subsidiary, if any, is subject and which are not currently due and payable. None of the federal income
tax returns of the Company have been audited by the Internal Revenue Service. The Company has no knowledge of any additional assessments,
adjustments or contingent tax liability (whether federal, state or foreign) of any nature whatsoever, whether pending or threatened
against the Company or any Subsidiary for any period, nor of any basis for any such assessment, adjustment or contingency.


 


v.         Intellectual
Property. Each of the Company and any Subsidiary, owns or has the lawful right to
use all patents, trademarks, domain names (whether or not registered) and any patentable improvements or copyrightable derivative
works thereof, websites and intellectual property rights relating thereto, service marks, trade names, copyrights, licenses and
authorizations, if any, and all rights with respect to the foregoing, if any, which are necessary for the conduct of their respective
business as now conducted without any conflict with the rights of others, except where the failure to so own or possess would
not have a Material Adverse Effect.


 






    	8



    	 



    

 


w.        Books
and Records Internal Accounting Controls. Except as may have otherwise been disclosed
in the Commission Documents, the books and records of the Company, and any Subsidiary accurately reflect in all material respects
the information relating to the business of the Company and any Subsidiary, the location and collection of their assets, and the
nature of all transactions giving rise to the obligations or accounts receivable of the Company, or any Subsidiary. Except as
disclosed on Schedule 3(w), the Company and any Subsidiary maintain a system of internal accounting controls sufficient,
in the judgment of the Company, 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 actions are taken with respect to any differences.


 


x.         Material
Agreements. Any and all written or oral contracts, instruments, agreements, commitments,
obligations, plans or arrangements, the Company and any Subsidiary is a party to, that a copy of which would be required to be
filed with the Commission as an exhibit to a registration statement (collectively, the “Material Agreements”)
if the Company or any Subsidiary were registering securities under the Securities Act has previously been publicly filed with
the Commission in the Commission Documents. Each of the Company and any Subsidiary has in all material respects performed all
the obligations required to be performed by them to date under the foregoing agreements, have received no notice of default and
are not in default under any Material Agreement now in effect the result of which would cause a Material Adverse Effect.


 


y.         Transactions
with Affiliates. Except as set forth in the Financial Statements or in the Commission
Documents or on Schedule 3(y), there are no loans, leases, agreements, contracts, royalty agreements, management contracts
or arrangements or other continuing transactions between (a) the Company, or any Subsidiary on the one hand, and (b) on the other
hand, any officer, employee, consultant or director of the Company or any Subsidiary, or any person owning more than 10% capital
stock of the Company, or any Subsidiary, or any member of the immediate family of such officer, employee, consultant, director
or stockholder or any corporation or other entity controlled by such officer, employee, consultant, director or stockholder, or
a member of the immediate family of such officer, employee, consultant, director or stockholder


 


z.         Private
Placement and Solicitation. Assuming the accuracy of the Buyers’ representations
and warranties set forth in Section 2, no registration under the Securities Act is required for the offer and sale of the Securities
by the Company to the Buyers as contemplated hereby. Based in part on the accuracy of the representations of the Buyers in Section
2, and subject to timely applicable Form D filings pursuant to Regulation D of the Securities Act with the Commission and pursuant
to applicable state securities laws, the offer, sale and issuance of the Securities to be issued pursuant to and in conformity
with the terms of this Agreement, will be issued in compliance with all applicable federal and state securities laws. Neither
the Company nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation
or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of any
of the Secured Notes, Warrants or Warrant Shares.


 






    	9



    	 



    

 


aa.         Governmental
Approvals. Except for the filing of any notice prior or subsequent to the Closing
Date that may be required under applicable state and/or federal securities laws (which if required, shall be filed on a timely
basis), including the filing of a Form D, no authorization, consent, approval, license, exemption of, filing or registration with
any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be
necessary for, or in connection with, the execution or delivery of the Secured Notes, Warrants or Warrant Shares, or for the performance
by the Company of its obligations under this Agreement and the Transaction Documents.


 


bb.         Employees.
Except as disclosed on Schedule 3(bb), neither the Company nor any Subsidiary has any collective bargaining arrangements
covering any of its employees. Schedule 3(bb) sets forth a list of the employment contracts, agreements regarding proprietary
information, non-competition agreements, non-solicitation agreements, confidentiality agreement, or any other similar contract
or restrictive covenant, relating to the right of any officer, employee or consultant to be employed or engaged by the Company.
Since March 31, 2015, no officer, consultant or key employee of the Company or any Subsidiary whose termination, either individually
or in the aggregate, would have a Material Adverse Effect, has terminated or, to the knowledge of the Company, has any present
intention of terminating his or her employment or engagement with the Company or any Subsidiary.


 


4.           COVENANTS.


 


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


 


b.         Blue
Sky Laws. The Company shall, on or before the Closing Date, take such action as the
Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers at the applicable closing pursuant
to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain
an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer on or prior to the
Closing Date.


 


c.          Use
of Proceeds. The Company shall use the proceeds from the sale of the Secured Notes
for (i) working capital purposes, (ii) acquiring kiosks and (iii) the payment of a Secured Promissory Note in the principal amount
of $100,000 held by Rickey Solomon, a director of the Company, and shall not, directly or indirectly, use such proceeds for any
distribution or dividend to any shareholder of the Company.


 


d.         Securities
Compliance. The Company shall notify the Commission in accordance with its rules
and regulations, of the transactions contemplated by this Agreement and the Transaction Documents, including filing a Form D with
respect to the Securities, as required under Regulation D and applicable “blue sky” laws if such Securities are offered
pursuant to Rule 506 of Regulation D and shall take all other necessary action and proceedings as may be required and permitted
by applicable law, rule and regulation, for the legal and valid issuance of the Secured Notes, Warrants and Warrant Shares to
the Buyers or subsequent holders.


 






    	10



    	 



    

 


e.         Liquidation.
Subject to the terms of the Transaction Documents, the Company covenants that it will take such further action as the Buyers may
reasonably request, all to the extent required from time to time to enable the Buyers to sell the Securities without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, as
amended.


 


f.         Keeping
of Records and Books of Account. The Company shall keep and cause each Subsidiary
to keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied,
reflecting all financial transactions of the Company and its Subsidiaries, and in which, for each fiscal year, all proper reserves
for depreciation, depletion, obsolescence, amortization, taxes, bad debts and other purposes in connection with its business shall
be made.


 


g.         Amendments.
The Company will not and will not permit any Subsidiary to amend, modify or waive any term
or provision of its certificate of formation, limited liability company agreement, certificate of incorporation, by-laws, partnership
agreement or other applicable documents relating to its formation or governance, or any shareholders agreement, other than amendments,
modifications and waivers that are not materially adverse in any respect to the Buyers and of which the Buyers have received at
least five (5) Business Days’ prior written notice.


 


h.         Other
Agreements. The Company shall not and shall cause its Subsidiaries, enter into any
agreement the terms of which would restrict or impair the ability of the Company to perform its obligations under this Agreement
and the Transaction Document.


 


i.         Disposition
of Assets. So long as any Secured Notes remains outstanding, neither the Company,
nor any of its Subsidiaries shall sell, transfer or otherwise dispose of any of its material properties, assets and rights including,
without limitation, its software and intellectual property, to any person except for (i) sales to customers in the ordinary course
of business (ii) sales or transfers between the Company, the Subsidiaries (iii) disposition of obsolete or worn out equipment
or (iiv) otherwise with the prior written consent of the holders of a majority of the Secured Notes then outstanding.


 


j.         Reporting
Status. So long as a Buyer beneficially owns any of the Securities, the Company shall
timely file all reports required to be filed with the Commission pursuant to the Exchange Act, and the Company shall not terminate
its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations
thereunder would permit such termination.


 


k.         Disclosure
of Transaction. The Company shall file with the Commission, a Current Report on Form
8-K describing the material terms of the transactions contemplated hereby and all material non-public information disclosed to
the Buyers prior to the filing as soon as practicable after the Closing but in no event later than 5:30 P.M. (EDT) on the fourth
Business Day following the Closing. In the event that the Company is unable to disclose specific non-public information in the
Form 8-K, the Company shall include such information in its Form 10-Q for the interim period during which the Closing contemplated
hereby occurs. “Business Day” means any day during which the NASDAQ
(or other principal exchange) shall be open for trading.


 






    	11



    	 



    

 


l.          Sarbanes-Oxley
Act. The Company shall be in compliance with the applicable provisions of the Sarbanes-Oxley
Act of 2002, and the rules and regulations promulgated thereunder, as required under such Act.


 


m.        No
Integrated Offerings. The Company shall not make any offers or sales of any security
(other than the securities being offered or sold hereunder) under circumstances that would require registration of the securities
being offered or sold hereunder under the Securities Act.


 


5.           INDEMNITY.


 


a.         General
Indemnity. The Company agrees to indemnify and hold harmless the Buyers (and their
respective directors, officers, managers, partners, members, shareholders, affiliates, agents, successors and assigns) from and
against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable
attorneys’ fees, charges and disbursements) incurred by the Buyers as a result of any material breach of the material representations,
warranties or covenants made by the Company herein. Each Buyer severally but not jointly agrees to indemnify and hold harmless
the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities,
deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements)
incurred by the Company as a result of any breach of the representations, warranties or covenants made by such Buyer herein. The
maximum aggregate liability of each Buyer pursuant to its indemnification obligations under this Section 5 shall not exceed the
portion of the Purchase Price paid by such Buyer hereunder. In no event shall any “Indemnified Party” (as defined
below) be entitled to recover consequential or punitive damages resulting from a breach or violation of this Agreement.


 


b.         Indemnification
Procedure. Any party entitled to indemnification under this Section 5 (an “Indemnified
Party”) will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification;
provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this Section 5 except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in
respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in
the reasonable judgment of the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect
of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party.
In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder,
or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election
to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at
any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise
or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume
the defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense,
settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified
Party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim
by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified
Party which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times
as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend
any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice
at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding
effected without its prior written consent, provided, however, that the indemnifying party shall be liable for any
settlement if the indemnifying party is advised of the settlement but fails to respond to the settlement within thirty (30) days
of receipt of such notification. Notwithstanding anything in this Section 5 to the contrary, the indemnifying party shall not,
without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment
in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional
term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect
of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of
the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject
to pursuant to the law.


 






    	12



    	 



    

 


6.           CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder
to issue and sell the Secured Notes and Warrants to a 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
applicable Buyer shall have executed this Agreement and delivered the same to the Company.


 


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


 


c.         The
representations and warranties of the applicable 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 applicable 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 applicable 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.


 






    	13



    	 



    

 


7.           CONDITIONS
TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder
to purchase the Secured Notes and Warrants 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 such Buyer’s sole benefit and may be waived by such
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 such Buyer duly executed Secured Notes (in such denominations as the Buyer shall request) and
Warrants in accordance with Section 1(b) above.


 


c.         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.


 


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.


 


e.         No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company.\


 


f.         Company
shall have executed the Security Agreement and delivered the same to Buyer.


 


g.         Secretary’s
Certificate. The Company shall have delivered to such Buyer a secretary’s certificate, dated as of the Closing Date,
certifying attached copies of (A) the Organizational Documents of the Company (B) the resolutions of the Company’s Board
approving this Agreement and the transactions contemplated hereby; and (D) the incumbency of each authorized officer of the Company
signing this Agreement and the Transaction Documents and any other documents required to be executed or delivered in connection
herewith and therewith.


 


h.         Officer’s
Certificate. The Company shall have delivered to the Buyers a certificate of an executive officer of the Company, dated as
of the Closing Date, confirming the accuracy of the Company’s representations, warranties and covenants as of the Closing
Date and confirming the compliance by the Company with the conditions precedent set forth in this Section 7 as of the Closing
Date.


 






    	14



    	 



    

 


i.         Stop
Orders. No stop order or suspension of trading shall have been imposed by the Commission or any other governmental or regulatory
body having jurisdiction over the Company or the Trading Market(s) where the Common Stock is listed or quoted, with respect to
public trading in the Common Stock.


 


8.           GOVERNING
LAW; MISCELLANEOUS.


 


a.         Governing
Law. THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL
COURTS LOCATED IN ORLANDO, FLORIDA WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION
HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST
CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING
HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT
A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT
SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION
WITH SUCH DISPUTE.


 


b.         Counterparts;
Signatures by Facsimile. 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. This Agreement, once executed by a party, may
be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party
so delivering this Agreement.


 


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.


 






    	15



    	 



    

 


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
party to be charged with enforcement.


 


f.         Notices.
Any notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail
(return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile
and shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if
delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed
to a party. The addresses for such communications shall be:


 


	If to the Company, to:	ID Global Solutions Corporation
	 	160 East Brantley Drive
	 	Longwood, FL 32779
	 	Attention: Thomas R. Szoke
	 	Telephone: (407) 951-8640
	 	Facsimile:  


 


	With a copy to:	Fleming,
PLLC

        Attn: Stephen Fleming

	 	49 Front Street, Suite
206

        Rockville Centre, NY
11570

	 	Telephone: (516) 833-5034 
	 	Facsimile: (516) 977-1029


 


If to
the Buyer(s), to the address set forth on the signature page. Each party shall provide notice
to the other party of any change in address.


 


g.         Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the
parties and their successors and assigns. Neither the Company nor any Buyer shall assign this Agreement or any rights or obligations
hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), any Buyer
may assign its rights hereunder to any person that purchases Securities in a private transaction from a Buyer or to any of its
“affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.


 






    	16



    	 



    

 


h.         Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto
and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	17



    	 



    

 


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


 







	ID GLOBAL SOLUTIONS CORPORATION
	 	 
	Thomas R. Szoke	 	 
	Chief Executive Officer	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	ADDRESS:         	 	 




 


AGGREGATE
SUBSCRIPTION AMOUNT:


 


	Aggregate Principal Amount of Secured Notes:	 		$__,000	 
	Aggregate Purchase Price:	 		$__,000	 
	Warrant Shares:	 	 	______	 








 




    	18



    	 



    

 


 


SCHEDULES
TO SECURITIES PURCHASE AGREEMENT





 


Schedule 3(c) – Capitalization



 


	Shares Outstanding	 	 	185,421,473	 
	Convertible Debentures	 	 	29,666,667	 
	Warrants ($.05 – Convertible Debentures Raise)	 	 	19,580,000	 
	Pending Acquisition	 	 	90,000,000	 
	Capital Raise – Fee Payable	 	 	2,800,000	 
	Affiliate Warrants ($.03)	 	 	7,500,000	 
	Warrants (Offering)	 	 	6,666,667	 
	Affiliate Warrants ($.03)	 	 	5,000,000	 
	Affiliate Warrants –Bridge ($.40)	 	 	250,000	 
	 	 	 	 	 
	Fully Diluted Outstanding	 	 	364,884,806	 





 


Schedule 3(h) – Disclosure


 


On April
6, 2015 (the “Closing Date”), the Company and all of the shareholders (the “Multipay Shareholders”) of
Multipay S.A., a Colombian corporation (“Multipay”), closed (the “Closing”) on the Share Purchase Agreement
entered into between the parties on March 6, 2015. As a result of the Closing, the Company acquired 100% of the issued and outstanding
shares of Multipay (the “Multipay Shares”) from the Multipay Shareholders on a fully diluted basis. In consideration
for the Multipay Shares, the Company issued and sold to the Multipay Shareholders an aggregate of 7,600,000 shares of common stock
of the Company. Within ten days of the Closing Date, the Company is required to issue 7,000,000 shares of common stock. Upon the
Multipay Shareholders paying certain liabilities in the approximate amount of US $340,000, the Company is required to deliver
the balance of 600,000 shares of common stock to the Multipay Shareholders. In the event the Multipay Shareholders do not pay
the required amount by the 12-month anniversary of the Closing Date, the Company will not be required to deliver the remaining
shares of common stock. On May 7, 2015, the Company and Multipay executed an amendment to the Share Purchase Agreement to amend
the 7,000,000 shares to be issued within ten days of the Closing Date to 6,101,517 shares and the 600,000 shares to be delivered
upon Multipay Shareholders paid off the required amount to 1,498,483 shares. The 6,101,517 shares will be issued on May 18, 2015.
The Company is required to complete and file with the Commission audited financial statements for the year ended December 31,
2014. The Company is in the process of finalizing such audit and expects to file a Form 8-K Current Report with the Commission
in the near future.


 


Schedule 3(l) – No Undisclosed
Liabilities


 


None.


 






    	19



    	 



    

 


Schedule 3(n) – Indebtedness


 


On May 13,
2015, the Company entered into a Securities Purchase Agreement with two executive officers and directors of the Company, pursuant
to which the affiliates invested $100,000 and $50,000, respectively, into the Company in consideration of a Secured Convertible
Debenture and a common stock purchase warrant to acquire 2,727,273 and 1,363,636, respectively, shares of common stock exercisable
for a period of five years at an exercise price of $0.055 subject to antidilution protection. The Secured Convertible Debentures
bear interest of 10%, are payable on the earlier of the Company closing a financing in excess of $500,000 or September 15, 2015
and is convertible into shares of common stock at $0.055 per share subject to antidilution protection. In the event the Secured
Convertible Debentures are not paid in full by the maturity date, then the Company shall be obligated to issues shares of common
stock to the holder as liquidated damages in the amount equal to the principal and interest outstanding multiplied by .25 per
month, which such product will be divided by the conversion price then in place. Such liquidated damages will be paid on a monthly
basis until this debenture is paid in full. The Secured Convertible Debenture is secured by all assets of the Company.


 


As previously
reported, from June 25, 2015 through June 30, 2015, the Company entered into and closed Securities Purchase Agreements with several
accredited investors pursuant to which the accredited investors invested $700,000 (the “First Closing”) into the Company
in consideration of Secured Convertible Debentures and common stock purchase warrants to acquire an aggregate of 15,400,000 shares
of common stock. On July 29, 2015, the Company entered into and closed Securities Purchase Agreements with several accredited
investors pursuant to which the accredited investors invested $190,000 (the “Second Closing” and together with the
First Closing, the “Offering”) into the Company in consideration of Secured Convertible Debentures and common stock
purchase warrants to acquire an aggregate of 4,180,000 shares of common stock. The warrants are exercisable for a period of five
years at an exercise price of $0.05 subject to antidilution protection. The Secured Convertible Debentures bear interest of 10%,
are payable on the earlier of the Company closing a financing in excess of $2,000,000 or one year from the date of issuance. The
Secured Convertible Debentures are convertible into shares of common stock at $0.03 per share subject to antidilution protection.
In the event the Secured Convertible Debentures are not paid in full by the maturity date, then the Company shall be obligated
to make a monthly cash payment to the holder as liquidated damages in the amount equal to 2% of the principal and interest outstanding.
The Company at its sole option may pay such liquidated damages in shares of common stock of the Company equal to the amount payable
divided by the weighted average market price for the five days prior to the payment. Such liquidated damages will be paid on a
monthly basis until this debenture is paid in full. The Secured Convertible Debenture is secured by all assets of the Company.
Each of the accredited investors have individually agreed to restrict their ability
to convert the Secured Convertible Debentures or exercise their Common Stock Purchase Warrants and receive shares of common stock
such that the number of shares of common stock held by them and their affiliates after such conversion or
exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.


 






    	20



    	 



    

 


Schedule
3(o) - Title to Assets


 


See the
response to Schedule 3(n) above.


 


Schedule
3(p) – Actions Pending


 


None


 


Schedule
3(r) – Compliance


 


None


 


Schedule
3(u) – Taxes


 


None


 


Schedule
3(w) Books and Records Internal Accounting Controls


 


None


 


Schedule
3(y) – Transactions with Affiliates


 


See the
response to Schedule 3(n) above. In addition, as disclosed in the Financial Statements, as of June 30, 2015, the Company owed
an affiliate a payable in the amount of $67,820 and an affiliate a note payable in the amount of $314,189.95.


 


Schedule
3(bb) – Employees


  


None


 






    	21