SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 2, 2015, by and between Blue Sky Media
Corp., a Wyoming corporation, with headquarters located at 800 Grand Avenue, Suite 12A, Carlsbad, CA 92008 (the “Company”),
and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and
collectively, the “Buyers”).


 


WHEREAS:


 


A.
The Company and the Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated
by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;


 


B.
The Company desires to issue and sell to the Buyers, upon the terms and conditions set forth in this Agreement, a 3.85% Convertible
Promissory Note, in the form attached hereto as Exhibit A, in the aggregate principal amount of $617,577.88 (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, par value $0.001 per share, of the Company (the “Common
Stock”); and


 


C.
The Buyers wish to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth
immediately below its name on the signature pages hereto.


 


NOW
THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Buyers 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 Buyers and the Buyers
agree to purchase the Note from the Company in the amount as is set forth immediately below the Buyers name on the signature pages
hereto.


 


b.
Form of Payment. On the Closing Date (as defined below), (i) the Buyers shall pay the cash portion of 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 of Note as is set forth on the signature page hereto, and (ii)
the Company shall deliver such duly executed Note on behalf of the Company, to the Buyers, 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 4:00 PM, Eastern Standard Time on the date means the date on which all of the Transaction Documents have been executed and
delivered by the applicable parties thereto, and all conditions precedent to (i) the Buyers’ obligations to pay the Purchase
Price and (ii) the Company’s obligations to deliver the Notes, in each case, have been satisfied or waived. 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.


 




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2.
Buyers’ Representations and Warranties. Each Buyer represents and warrants to the Company that:


 


a.
Investment Purpose. As of the date hereof, each Buyer is purchasing the Note and the shares of Common Stock issuable upon
conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any,
as are issuable on account of interest on the Note pursuant to this Agreement, such shares of Common Stock being collectively
referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its
own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or
exempted from registration under the 1933 Act; provided, however, that by making the representations herein, each
Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of
the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.


 


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


 


c.
Reliance on Exemptions. Each 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 each Buyer’ compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Buyers set forth herein in order to determine the availability of such exemptions and the eligibility
of the Buyers to acquire the Securities.


 


d.
Information. Each Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue
to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to
the offer and sale of the Securities which have been requested by each Buyer or its advisors. Each Buyer and its advisors, if
any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions
of the Company regarding its business and affairs. Notwithstanding the foregoing, the Company has not disclosed to each Buyer
any material nonpublic information regarding the Company or otherwise and will not disclose such information unless such information
is disclosed to the public prior to or promptly following such disclosure to each Buyer. Neither such inquiries nor any other
due diligence investigation conducted by Buyers or any of its advisors or representatives shall modify, amend or affect Buyers’
right to rely on the Company’s representations and warranties contained in Section 3 below.


 


e.
Governmental Review. Each 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.


 


f.
Transfer or Re-sale. Each Buyer understands that (i) the sale or resale 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) each Buyer shall have delivered to
the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) 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 each Buyer who agrees to sell or otherwise transfer the Securities
only in accordance with this Section 2(f) 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 each Buyer shall have delivered to the Company, at the cost of 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.


 




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g.
Legends. Each Buyer understands that until such time as the Note and, upon conversion of the Note in accordance with its
respective terms, the Conversion Shares, have been registered under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A
under the 1933 Act or Regulation S without any restriction as to the number of securities as of a particular date that can then
be immediately sold, 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):


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A
OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


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


 


i.
Residency. Each Buyer is a resident of the jurisdiction set forth immediately below each Buyer’ name on the signature
pages hereto.


 


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


 


a.
Organization and Qualification. The Company 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. The Company
is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership
or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to
be so qualified or in good standing would not have a Material Adverse Effect. “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.


 




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


 


c.
Capitalization; Governing Documents. As of the date of this Agreement, the authorized capital stock of the Company consists
of: 75,000,000 authorized shares of Common Stock, of which 10,851,500 shares were issued and outstanding. All of such outstanding
shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares
of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company
or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement,
(i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements,
understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible
into or exchangeable for any shares of capital stock of the Company, or arrangements by which the Company is or may become bound
to issue additional shares of capital stock of the Company, (ii) there are no agreements or arrangements under which the Company
is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or
price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security
holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has furnished to each Buyer
true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate
of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms
of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof
in respect thereto.


 


d.
Issuance of Conversion Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion
of the Note in accordance with its 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, except for shareholder preemptive rights which the
Company’s shareholders are entitled to under Wyoming law, 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.
Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock
upon conversion of the Note and the issuance of the Conversion Shares. The Company further acknowledges that its obligation to
issue the Conversion Shares upon conversion of the Note in accordance with this Agreement and the Note is absolute and unconditional
regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.


 




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f.
No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by
the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of 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 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 by which any property or asset of the Company 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).


 


g.
Financial Statements. The unaudited financial statements of the Company for its most recently completed fiscal quarter
will be provided to the Buyers within 45 days from the Closing Date. Such financial statements will be prepared in accordance
with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and will fairly present in all material respects the financial position of the
Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the
periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. Except as set forth on
Schedule 3(g), the Company has no, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred
in the ordinary course of business subsequent to the date of this Agreement.


 


h.
Absence of Litigation. 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, threatened against
or affecting the Company, 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.
Intellectual Property. The Company owns or possesses the requisite licenses or rights to use all patents, patent applications,
patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names
and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated and as provided
for on Schedule 3(i) (and, as presently contemplated to be operated in the future); there is no claim or action by any person
pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company
or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and,
as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or
its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or
other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the
foregoing. The Company have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual
Property.


 


j.
Acknowledgment Regarding Buyers’ Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting
solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby.
The Company further acknowledges that each Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by each Buyer or any
of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not
advice or a recommendation and is merely incidental to each Buyer’ purchase of the Securities. The Company further represents
to each Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation
of the Company and its representatives.


 




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k.
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive
officer, other officer of the Company participating in the offering hereunder, 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 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 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.


 


r.
Breach of Representations and Warranties by the Company. The Company agrees that 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 each Buyer pursuant to this Agreement,
it will be considered an Event of Default under the Note.


 


4.
COVENANTS.


 


a.
Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Sections 5
and 6 of this Agreement.


 


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


 


c.
Right of Participation in Future Offering.


 


i.From
the date first written above until the earlier to occur of (A) Maturity Date and (B) that date that the Note is earlier fully
repaid or converted, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise
dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’
debt, equity or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security
that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock
(any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) or (ii) enter
into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this
Section 4(d).


 


ii.The
Company shall deliver to each Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended
issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”)
in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and
other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued,
sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered,
issued, sold or exchanged and (z) offer to issue and sell to or exchange with each Buyer at least twenty-five percent (25%) of
the Offered Securities (the “Subscription Amount”).


 


iii.To
accept an Offer, in whole or in part, each Buyer must deliver a written notice to the Company prior to the end of the tenth (10th)
Business Day after each Buyer’ receipt of the Offer Notice (the “Offer Period”), setting forth the portion of
the Subscription Amount that each Buyer elects to purchase (the “Notice of Acceptance”). The Company shall have ten
(10) business days from the expiration of the Offer Period to complete the Subsequent Placement and in connection therewith to
issue and sell the Subscription Amount to each Buyer but only upon terms and conditions (including, without limitation, unit prices
and interest rates) that are not more favorable to each Buyer or less favorable to the Company than those set forth in the Offer
Notice. Following such ten (10) business day period, the Company shall publicly announce either (A) the consummation of the Subsequent
Placement or (B) the termination of the Subsequent Placement.


 




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iv.Notwithstanding
anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer prior
to the expiration of the Offer Period, the Company shall deliver to each Buyer a new Offer Notice and the Offer Period shall expire
on the tenth (10th) Business Day after each Buyer’s receipt of such new Offer Notice.


 


v.If
by the fifteenth (15th) Business Day following delivery of the Offer Notice no public disclosure regarding a transaction with
respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received
by each Buyer, such transaction shall be deemed to have been abandoned and each Buyer shall not be deemed to be in possession
of any material, non-public information with respect to the Company.


 


d.
Registration Rights. The Company hereby grants to each Buyer the registration rights set forth on Exhibit B hereto.


 


e.
Restriction on Activities. Commencing as of the date first above written, and until the sooner of the six month anniversary
of the date first written above or payment of the Note in full, or full conversion of the Note, the Company shall not, directly
or indirectly, without each Buyer’ prior written consent, which consent shall not be unreasonably withheld: (a) change the
nature of its business; (b) issue any of its securities or debt in any form, cause or permit any sale or conveyance of any securities
or debt, in each case out of the ordinary course of business; (c) sell, divest, acquire, change the structure of any material
assets other than in the ordinary course of business; or (d) solicit any offers for, respond to any unsolicited offers for, or
conduct any negotiations with any other person or entity in respect of any transaction involving a convertible security.


 


f.
Corporate Existence. The Company will, so long as each Buyer beneficially owns any of the Securities, maintain its corporate
existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation
or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction
(i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith
and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTC Markets, Nasdaq, Nasdaq SmallCap,
NYSE or AMEX.


 


g.
Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, in addition to any other
remedies available to each Buyer pursuant to this Agreement, it will be considered a Triggering Event under Section 8 of the Note.


 


5.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note
to each 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.
Each Buyer shall have executed this Agreement and delivered the same to the Company.


 


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


 


c.
The representations and warranties of each 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 each 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 each Buyer at or prior to the Closing Date.


 




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


 


6.
Conditions to Each Buyer’ Obligation to Purchase. The obligation of each 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 each Buyer’ sole benefit and may be waived by each Buyer at any time in its sole discretion:


 


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


 


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


 


c.
The Transfer Agent Instruction Letter, in the form attached hereto as Exhibit C, shall have been delivered to and acknowledged
in writing by the Company’s Transfer Agent Island Stock Transfer.


 


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.


 


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.


 


h.
The Company shall have delivered to each Buyer a certificate evidencing the formation and good standing of the Company in such
entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a
date within ten (10) days of the Closing Date.


 




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7.
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. However, if this Agreement contains a provision which is in conflict with Wyoming laws,
the parties hereby agree that Wyoming laws shall apply to such provision in such a way that it constitutes a valid and binding
provision under the laws of Wyoming, without jeopardizing the intent of the Parties. 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 of Florida and Miami-Dade County, Florida. 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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,
AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 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 this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby
or thereby. 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 other agreement, certificate, instrument or document contemplated
hereby or thereby 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. A facsimile or .pdf signature shall be considered due execution and shall be binding upon
the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or .pdf signature.
Delivery of a counterpart signature hereto by facsimile or email/.pdf transmission shall be deemed validly delivery thereof.


 


c.
Construction; Headings. This Agreement shall be deemed to be jointly drafted by the Company and each Buyer and shall not
be construed against any person as the drafter hereof. 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, the Note 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 each 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 each Buyer.


 




    	- 9 -



    	 	 	 



    

 


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, e-mail 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 e-mail or 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:


 


If
to the Company, to:


 


1215
E. Barden Rd.


Charlotte,
NC 28226


Attention:
Bob Gruder


email:
bgruder@klearkapture.com


 


If to the
Buyers:


 


c/o
Legal & Compliance, LLC


330
Clematis Street, Suite 217


West
Palm Beach, Florida 33401


	 	Attention:
    	Ben
    Kaplan,
	 	 	Laura Anthony,
    Esq. and
	 	 	Lazarus Rothtstein,
    Esq.


 


	 	email:	bennyvegas@mac.com
	 	 	lanthony@legalandcompliance.com
	 	 	lrothstein@legalandcompliance.com


 


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 Buyers 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), each Buyer may assign its rights hereunder
to any person that purchases Securities in a private transaction from each Buyer or to any of its “affiliates,” as
that term is defined under the Exchange Act of 1934, without the consent of the Company.


 


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.


 


i.
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 Buyers. The
Company agrees to indemnify and hold harmless each 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.


 




    	- 10 -



    	 	 	 



    

 


j.
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.


 


k.
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.


 


l.
Indemnification. In consideration of each Buyer’s execution and delivery of this Agreement and acquiring the Securities
hereunder, and in addition to all of the Company’s other obligations under this Agreement or the Note, the Company shall
defend, protect, indemnify and hold harmless each Buyer and its stockholders, partners, members, officers, directors, employees
and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation,
those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation
or warranty made by the Company in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated
hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement, the Note
or any other agreement, certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or
claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf
of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of this Agreement,
the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed
or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (iii) the
status of each Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by this
Agreement and the Note. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible
under applicable law.


 


m.
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to each
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 each 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.


 


n.
Payment Set Aside. To the extent that the Company makes a payment or payments to each Buyer hereunder or pursuant to the
Note or each Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such
enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver
or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law,
common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.


 




    	- 11 -



    	 	 	 



    

 


o.
Failure or Indulgence Not Waiver. No failure or delay on the part of each Buyer in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies of each Buyer existing
hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 


p.
Independent Nature of Buyer’s Rights. Nothing contained herein or in any other document related to the transactions
set forth in this Agreement, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute each Buyer
as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that each Buyer are in
any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Agreement or
the Note. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the rights
arising out of this Agreement or out of the other Agreement or the Note, and it shall not be necessary for any other Buyer to
be joined as an additional party in any proceeding for such purpose.


 


[Signature
Page Follows]


 




    	- 12 -



    	 	 	 



    

 


SECURITIES
PURCHASE AGREEMENT SIGNATURE PAGE - COMPANY


 


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


 


	Blue
                                         Sky Media Corp.,

        a
        Wyoming corporation 
	 
	 	 	 
	By:	/s/ Wayne Berian	 
	Name:	Wayne Berian	 
	Title:	CEO	 
	 	 	 
	By:	/s/ Hannah
    Grabowski	 
	Name:	Hannah Grabowski	 
	Title:	CFO	 


 




    	- 13 -



    	 	 	 



    

 


BUYER
SIGNATURE PAGE TO BLUE SKY MEDIA CORP. SECURITIES PURCHASE AGREEMENT


 


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


 


	Buyer
    Name	 	Purchase
    Price of

 Note	 
	Longside
    Ventures LLC	 	$151,072.71**	 
	 	 	 	 	 
	By:	/s/
    Ben Kaplan	 	 	 
	 	Ben
    Kaplan, Manager	 	 	 
	 	 	 	 	 
	Taconic
    Group LLC	 	$151,072.71**	 
	 	 	 	 	 
	By:	/s/
    Robert Grinberg	 	 	 
	 	Robert
    Grinberg, Manager	 	 	 
	 	 	 	 	 
	Summit
    Trading Ltd.	 	$151,072.70**	 
	 	 	 	 	 
	By:	/s/
    Daryl Orange	 	 	 
	Name:	Daryl
    Orenge	 	 	 
	Title:	Attorney
    in Fact	 	 	 
	 	 	 	 	 
	Bezalel
    Partners LLC	 	$154,367.65**	 
	 	 	 	 	 
	By:	/s/
    David Stefansky	 	 	 
	 	David
    Stefansky, Manager	 	 	 
	 	 	 	 	 
	Total	 	$617,577.88*	 


 


*The
$617,470.62 Purchase Price of the Note has been or will be advanced to the Company by the Buyers as a group, as follows:


 


	 	i.	$75,000.00
    in principal has been previously advanced to Klear Kapture, Inc. (“Klear Kapture”) on July 17, 2015 (the “Initial
    Advance”) plus accrued interest of $1,232.88 through September 30, 2015 and evidenced by a Promissory Note dated as
    of such date, which Promissory Note shall be deemed cancelled as of the Closing Date;
	 	 	 
	 	ii.	An aggregate of
    $21,435.00 has been previously advanced by the Buyer’s on behalf of Klear Kapture for certain expenses of Klear Kapture
    in connection with financing transactions and matters related to this Agreement; and
	 	 	 
	 	iii.	an aggregate of
    $520,000.00 shall be advanced upon the Closing.


 


**
The Conversion Rate on this Note shall be $0.29 per Share.


 


***
The Conversion Rate on this Note shall be $0.19 per Share.


 






    	- 14 -



    	 	 	 



    

 


SCHEDULE
3(i)


 


LIST
OF ADDITIONAL PROPRIETARY INFORMATION


 


	(a)	All
    proprietary information that was or will be developed, created, or discovered by or on behalf of the Company or its subsidiary,
    Klear Kapture, Inc. (collectively, the “Company”) or that became or will become known by, or was or is conveyed
    by a third party to, the Company, in each case that has commercial value to or in the Company’s business or the business
    of a third party disclosing such information. Proprietary Information includes, but is not limited to, all title, patents,
    patent rights, copyrights, trade secret rights, trademarks, trademark rights, and other intellectual property and rights anywhere
    in the world, information (whether or not patentable, copyrightable, or registrable under any intellectual property laws or
    industrial property laws in the United States or elsewhere) relating to, comprising, containing, summarizing, describing,
    reflecting or in any way referencing: software programs and subroutines; source and object code; databases; database criteria;
    user profiles; scripts; algorithms; processes; trade secrets; designs; methodologies; technology; know-how; processes; data;
    ideas; techniques; inventions; modules; features and modes of operation; internal documentation; works of authorship; technical,
    business, financial, client, marketing, and product development plans; forecasts; other employees’ positions, skill
    levels, duties, compensation and all other terms of their employment (unless the restriction on disclosure is not permitted
    by law);employee and consultant lists (unless the restriction on disclosure is not permitted by law);client and supplier lists;
    contacts at or knowledge of clients or prospective clients of the Company; contacts at or knowledge of suppliers or prospective
    suppliers of the Company; other information concerning the Company’s or its any of its clients’ actual or anticipated
    products or services, business, research or development; and any information that is received in confidence by or on behalf
    of the Company from any other person or entity.
	 	 
	(b)	All
    articles of personal property now or hereafter owned or leased by the Company, including but not limited to, all inventory,
    furniture, equipment, machinery, appliances, office and communications equipment, partitions, carpeting and other furnishings;
    all materials and supplies used or consumed in the business of the Company; all goods held for sale or lease; and all replacements
    thereof and articles of any of the foregoing;
	 	 
	(c)	All
    goodwill, copyrights, trademarks and trade names; all contract rights, including, but not limited to, contract rights to purchase
    and sell commodities (the “Commodity Trading Contracts”), advance payments to suppliers, option rights and purchase
    contracts; all rights to payment of money, including all rights to, under and with respect to accounts and instruments; all
    books, records, and all general intangible assets of the Company;
	 	 
	(d)	any
    and all additions, accessions, replacements and substitutions to, of or for any of the foregoing; and
	 	 
	(e)	all
    proceeds, whether cash or non-cash, income and earnings of or from any of the foregoing.


 




    	- 15 -



    	 	 	 



    

 


EXHIBIT
A


 


CONVERTIBLE
PROMISSORY NOTE


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED
IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD
PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


	Principal
    Amount: $	Issue
    Date: October __, 2015


 


SECURED
CONVERTIBLE PROMISSORY NOTE


 


FOR
VALUE RECEIVED, BLUE SKY MEDIA CORP., a Wyoming corporation (the “Company”), hereby promises to pay to
the order of [_____], or registered assigns (the “Holder”) on October [__], 2017 (the “Maturity Date”)
$_____________ (the “Principal Amount”), and to pay interest on the outstanding Principal Amount at the rate of 3.85%
per annum (the “Note”). Interest shall commence accruing on the date hereof (the “Issue Date”), computed
on the basis of a 365-day year and the actual number of days elapsed, provided that any payment otherwise due on a Saturday, Sunday
or legal Bank holiday may be paid on the following business day. Interest shall be payable in quarterly on January 1, April 1,
July 1 and October 1, beginning on the first such date after the Issue Date and on each Conversion Date (with respect only to
the Principal Amount being converted) (each such date, a “Interest Payment Date”) (if any Interest Payment Date is
not a Trading Day, the applicable payment shall be due on the next succeeding Trading Day) in cash, or at the Holder’s option,
such interest shall be accreted to, and increase, the outstanding Principal Amount. All payments due hereunder, shall be made
in lawful money of the United States of America.


 


The
following terms shall apply to this Note:


 


Section
1. Definitions. For the purposes hereof, the definitions set forth in Exhibit A shall have the meanings set forth
in such exhibit.


 


Section
2. Interest; Collateral.


 


a)Interest
Calculations. Interest shall cease to accrue with respect to any Principal Amount converted, provided that, the Company actually
delivers the Conversion Shares within the time period required by Section 4(c)(i) herein. Except as otherwise provided herein,
if at any time the Company pays interest partially in cash and partially through accretion to the Principal Amount, then such
payment shall be distributed ratably among the Holders based upon the aggregate principal amount of the Company’s convertible
debt outstanding held by each Holder on such Interest Payment Date.


 




    	 



    	 	 	 



    

 


b)Late
Fees. Any interest that are not paid within three Trading Days following a Interest Payment Date shall continue to accrue
and shall entail a late fee, which must be paid in cash, at the rate of 18% per annum or the lesser rate permitted by applicable
law which shall accrue daily from the Interest Payment Date through and including the date of actual payment in full.


 


c)Prepayment.
At any time upon ten (10) days written notice to the Holder, the Company may prepay any portion of the principal amount of this
Note and any accrued and unpaid interest. If the Company exercises its right to prepay any portion of the Note, the Company shall
make payment to the Holder of an amount in cash equal to the sum of the then outstanding principal amount of this Note being prepaid
and accrued interest thereon multiplied by 130%. The Holder may continue to convert the Note from the date notice of the prepayment
is given until the date of the prepayment.


 


d)Other
Securities. So long as any of the Notes shall remain outstanding, neither the Company nor any Subsidiary thereof shall redeem,
purchase or otherwise acquire directly or indirectly any Junior Securities. So long as any of the Notes shall remain outstanding,
neither the Company nor any Subsidiary thereof shall directly or indirectly pay or declare any dividend or make any distribution
upon, nor shall any distribution be made in respect of, any Junior Securities as long as any interest due on the Notes remain
unpaid, nor shall any monies be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) of
any Junior Securities or shares pari passu with the Notes.


 


e)Secured
Obligation. This Note is secured by a Security Agreement dated as of the date of this Note by and between the Borrower and
the Holders.


 


Section
3. Liquidation. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary
(a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus,
of the Company an amount equal to the Principal Amount, plus any accrued and unpaid interest thereon and any other fees or liquidated
damages then due and owing thereon under this Note before any distribution or payment shall be made to the holders of any Junior
Securities, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed
to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable
on such Notes if all amounts payable thereon were paid in full. A Fundamental Transaction or Change of Control Transaction shall
not be deemed a Liquidation. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the
payment date stated therein, to each Holder.


 




    	 



    	 	 	 



    

 


Section
4. Conversion and Redemption.


 


a)Conversions
at Option of Holder. The Holder shall have the right at any time and from time to time from and after the Issue Date at the
option of the Holder thereof, to convert all or a part of the outstanding and unpaid principal amount of this Note, accrued and
unpaid interest and such other amounts as may due to the Holder under this Note (the “Indebtedness”) into that number
of shares of Common Stock (subject to the limitations set forth in Section 4(d)) determined by dividing the amount to be converted
by the Conversion Price (the “Conversion Shares”). Holders shall effect conversions by providing the Company with
the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”). Each Notice of
Conversion shall specify the amount to be converted, the principal balance of the Note outstanding prior to the conversion, the
amount of accrued interest and other amounts due under this Note, the number of shares of Common Stock owned subsequent to the
conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable
Holder delivers by facsimile such Notice of Conversion to the Company (such date, the “Conversion Date”). If
no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion
to the Company is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions
hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount
of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect
of lowering the outstanding principal amount of this Note (and accrued interest thereon, if applicable) in an amount equal to
the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the
date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery
of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative
in the absence of manifest error.


 


b)Conversion
Price. The conversion price shall equal $.25702, subject to adjustment herein (the “Conversion Price”).
The Conversion Price will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or
similar transaction that proportionately decreases or increases the Common Stock during such measuring period in addition to such
other events as may be provided for herein. Nothing herein shall limit a Holder’s right to pursue actual damages or declare
an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of
any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable
law.


 


 c) Mechanics of Conversion




 


i.Delivery
of Conversion Shares Upon Conversion. Not later than three (3) Trading Days after each Conversion Date (the “Share
Delivery Date”), the Company shall issue to the converting Holder (A) the number of Conversion Shares being acquired
upon the conversion of the Indebtedness which, on or after the earlier of (i) six month anniversary of the Issue Date or (ii)
the Effective Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required
by the Purchase Agreement), and (B) a bank check in the amount of accrued and unpaid interest, if such amount is paid in cash.
If the Common Stock is listed or quoted for public trading, the Company may deliver the Conversion Shares required to be delivered
by the Company under this Section 4 electronically through the Depository Trust Company or another established clearing corporation
performing similar functions.


 




    	 



    	 	 	 



    

 


ii.Delivery
of Certificate Upon Conversion. By the Share Delivery Date, the Company shall deliver, or cause to be delivered, to the Holder
a certificate or certificates representing the Conversion Shares which, on or after the date on which such Conversion Shares are
registered on a Registration Statement or eligible to be sold under Rule 144 without the need for current public information and
the Company has received an opinion of counsel to such effect reasonably acceptable to the Company (the reasonable cost of which
shall be borne by the Holder), shall be free of restrictive legends and trading restrictions (other than those which may then
be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of this
Note. All certificate or certificates required to be delivered by the Company under this Section 4(c) shall be delivered electronically
through the Depository Trust Company or another established clearing corporation performing similar functions. If the Conversion
Date is prior to the date on which such Conversion Shares are registered on a Registration Statement or eligible to be sold under
Rule 144 without the need for current public information, the Conversion Shares shall bear a restrictive legend in substantially
the following form, as appropriate:


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES, UNLESS OTHERWISE PROHIBITED BY FEDERAL OR STATE SECURITIES LAWS.”


 


Notwithstanding
the foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public
information requirements, the Company shall obtain a legal opinion to allow for such sales under Rule 144 (the reasonable cost
of which shall be borne by the Holder).


 


iii.Failure
to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to
or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to
the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event
the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return
to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.


 




    	 



    	 	 	 



    

 


iv.Obligation
Absolute; Partial Liquidated Damages. The Company’s obligation to issue and deliver the Conversion Shares upon conversion
of the Indebtedness in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction
by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against
any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach
or alleged breach by such Holder or any other Person of any obligation to the Company or any violation or alleged violation of
law by such Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation
of the Company to such Holder in connection with the issuance of such Conversion Shares; provided, however, that
such delivery shall not operate as a waiver by the Company of any such action that the Company may have against such Holder. In
the event a Holder shall elect to convert any or all of the Indebtedness, the Company may not refuse conversion based on any claim
that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, agreement or for
any other reason, unless an injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part
of the Note held by such Holder shall have been sought and obtained, and the Company posts a surety bond for the benefit of such
Holder in the amount of 150% of the Indebtedness which is subject to the injunction, which bond shall remain in effect until the
completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Holder to the
extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares and, if applicable, cash,
upon a properly noticed conversion. If the Company fails to deliver to a Holder such Conversion Shares pursuant to Section 4(c)(i)
on the second Trading Day after the Share Delivery Date applicable to such conversion, the Company shall pay to such Holder, in
cash, as liquidated damages and not as a penalty, for each $5,000 of Indebtedness being converted, $50 per Trading Day (increasing
to $100 per Trading Day on the third Trading Day and increasing to $200 per Trading Day on the sixth Trading Day after such damages
begin to accrue) for each Trading Day after such second Trading Day after the Share Delivery Date until such Conversion Shares
are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or
declare a Triggering Event pursuant to Section 10 hereof for the Company’s failure to deliver Conversion Shares within the
period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall
not prohibit a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.


 


v.Compensation
for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the
Holder, if the Company fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery Date
pursuant to Section 4(c)(i), and if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in
an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to
deliver in satisfaction of a sale by such Holder of the Conversion Shares which such Holder was entitled to receive upon the conversion
relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to such Holder (in
addition to any other remedies available to or elected by such Holder) the amount, if any, by which (x) such Holder’s total
purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate
number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual
sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions)
and (B) reduce the Principal Amount equal to the amount submitted for conversion (in which case, such conversion shall be deemed
rescinded). For example, if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In
with respect to an attempted conversion of the Note with respect to which the actual sale price of the Conversion Shares (including
any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately
preceding sentence, the Company shall be required to pay such Holder $1,000. The Holder shall provide the Company written notice
indicating the amounts payable to such Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount
of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver the Conversion Shares upon conversion of the shares of Note as required pursuant to the terms hereof.


 




    	 



    	 	 	 



    

 


vi.Reservation
of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its
authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 100% of the Conversion Shares
for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free
from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder, not less than such aggregate
number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable
(taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount
of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable
shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.


 


vii.Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Note. As to
any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its
election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Conversion Price or round up to the next whole share.


 


viii.Transfer
Taxes and Expenses. The issuance of Conversion Shares on conversion of this Note shall be made without charge to any Holder
for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,
provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the
issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of the Notes and
the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting
the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.


 


d)Beneficial
Ownership Limitation. After the date that the Company becomes a publicly reporting company with the Commission (through
an initial public filing, reverse merger into a shell, or otherwise), the Company shall not effect any conversion of the Note,
and a Holder shall not have the right to convert any portion of the Note, to the extent that, after giving effect to the conversion
set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting
as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial
Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially
owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Note
with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable
upon (i) conversion of the remaining, unconverted Indebtedness held by the Holder or any of its Affiliates and (ii) exercise or
conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion
or exercise analogous to the limitation contained herein (including, without limitation, the Note) beneficially owned by such
Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(d), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
To the extent that the limitation contained in this Section 4(d) applies, the determination of whether the Note is convertible
(in relation to other securities owned by such Holder together with any Affiliates) and what amounts are convertible shall be
in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s
determination of whether the Note may be converted (in relation to other securities owned by such Holder together with any Affiliates)
and how much of the Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with
this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such
Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to
verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above
shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number
of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic
or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii)
a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common
Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and
in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
the Note, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported.
The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Note held by the applicable
Holder. A Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership
Limitation provisions of this Section 4(d) applicable to its Note provided that the Beneficial Ownership Limitation in no event
exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock upon conversion of this Note held by the Holder and the provisions of this Section 4(d) shall continue to apply.
Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company
and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in
a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or
supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph
shall apply to a successor holder of the Note.


 




    	 



    	 	 	 



    

 


e)Call
for Conversion by the Company. Commencing at any time six (6) months after the Issue Date and subject to the limitations
set forth in Section 4(d), if: (i) the Common Stock is listed on any of the following markets or exchanges: the NYSE MKT, the
Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors
to any of the foregoing) (a “Trading Market”); (ii) the average closing bid price of the Company’s common stock
as quoted on the OTC Markets (or such other Trading Market on which the Company’s common stock is then listed or quoted
for trading) for any 60 consecutive trading days exceeds one dollar ($1.00); or (iii) the average daily trading volume of the
Company’s common stock exceeds an amount equal to 25% of the Conversion Shares issuable upon conversion of this Note (and
each of the other Notes outstanding) for any 30 consecutive trading days (a “Trigger Period”), the Company shall have
the right, upon 30 days’ notice to the Holder (the “Call Notice”), to require that the Holder convert this Note
into the Conversion Shares within thirty (30) days of the Call Notice (the “Forced Conversion Date”). The Company
may not deliver a Call Notice, and any Call Notice delivered by the Company shall not be effective, unless all of the Equity Conditions
have been met on each Trading Day through and including the later of the Forced Conversion Date and the Trading Day after the
date that the Conversion Shares issuable pursuant to such conversion are actually delivered to the Holders pursuant to the Forced
Conversion Notice. Any Call Notices shall be applied ratably to all of the Holders based on each Holder’s initial purchases
of Note hereunder, provided that any voluntary conversions by a Holder shall be applied against such Holder’s pro
rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if less than all the Notes are forcibly
converted.


 


Section
5. Certain Adjustments.


 


a)Stock
Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock Equivalents
(which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment
of a dividend on, this Note), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines
(including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues,
in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion
Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury
shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of
Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 5(a) shall become effective
immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and
shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)Subsequent
Equity Sales. If, at any time while this Note is outstanding, the Company or any Subsidiary, as applicable sells or grants
any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant
or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire
shares of Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base
Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the
Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset
provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which
are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that
is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such
date of the Dilutive Issuance), then the Conversion Price shall be reduced to equal the Base Conversion Price. Such adjustment
shall be made whenever such Common Stock or Common Stock Equivalents are issued. If the Company enters into a Variable Rate Transaction,
despite the prohibition set forth Section 7(a), the Company shall be deemed to have issued Common Stock or Common Stock Equivalents
at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holders
in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this
Section 5(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and
other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or
not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance,
the Holders are entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of
such Dilutive Issuance, regardless of whether a Holder accurately refers to the Base Conversion Price in the Notice of Conversion.


 




    	 



    	 	 	 



    

 


c)Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company grants, issues
or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder of will be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Note (without
regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before
the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result
in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase
Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent)
and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


d)Pro
Rata Distributions. During such time as this Note is outstanding, if the Company declares or makes any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete Conversion of this Note (without regard to any limitations on Conversion hereof, including without limitation,
the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation
in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such
Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to
participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such
Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until
such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 




    	 



    	 	 	 



    

 


e)Fundamental
Transaction. If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making
or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or
other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this
Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion
immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion
of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the
surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result
of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately
prior to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Note). For purposes
of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction,
and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any conversion of this Note following such Fundamental Transaction. The Company shall cause any
successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)
to assume in writing all of the obligations of the Company under this Note and the other Transaction Documents (as defined in
the Purchase Agreement) in accordance with the provisions of this Section 5(e) pursuant to written agreements in form and substance
reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction
and shall, at the option of the holder of this Note, deliver to the Holder in exchange for this Note a security of the Successor
Entity evidenced by a written instrument substantially similar in form and substance to this Note which is convertible for a corresponding
number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable
and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental
Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking
into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares
of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic
value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory
in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed
to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate
of Designation and the other Transaction Documents referring to the “Company” shall refer instead to the Successor
Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this
Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.


 




    	 



    	 	 	 



    

 


f)Calculations.
All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.


 


 g) Notice to the Holders.




 


i.Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall
promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


ii.Notice
to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C)
the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required
in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any
sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common
Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office
or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to each Holder at its last address
as it shall appear upon the stock books of the Company, at least twenty (20) calendar days prior to the applicable record or effective
date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record
to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such
reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date
as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common
Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or
share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect
the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder
constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall
simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K, provided that the requirement in
this sentence shall only apply if any of the Company’s securities are listed or quoted for public trading. Subject to the
approval of the shareholders of the Company, which the undersigned agree to promptly carry out, the Holder shall remain entitled
to convert the Conversion Amount of this Note (or any part hereof) during the 20-day period commencing on the date of such notice
through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 




    	 



    	 	 	 



    

 


Section
6. Automatic Conversion;.


 


	 	f)	Automatic
    Conversion. If this Note remains outstanding on or after the Maturity Date and all Equity Conditions have been met (other
    than the payment of the principal and interest due under the Notes) on each Trading Day through and including the later of
    the Maturity Date and the Trading Day after the date that the Conversion Shares issuable pursuant to such conversion are actually
    delivered to the Holder, then this Note shall be automatically be deemed to have converted into the Conversion Shares..
	 	 	 
	 	g)	Right
    of First Refusal in Future Offering. The Holder shall have the right to participate in future offerings of the Company
    as provided for in Section 4(c) of the Purchase Agreement.
	 	 	 
	 	h)	Registration
    Rights. The Holder shall have the registration rights granted pursuant to Section 4(d) of the Purchase Agreement.


 


Section
7. Negative Covenants. As long as any of the Notes are outstanding, unless the holders of at least 51% in the Principal
Amount of the then outstanding Notes shall have otherwise given prior written consent, the Company shall not, and shall not permit
any of the Subsidiaries to, directly or indirectly:


 


a)The
Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries
of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable
Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible
into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion
price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations
for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion,
exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity
security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company
or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit,
whereby the Company may issue securities at a future determined price. Any Holder shall be entitled to obtain injunctive relief
against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.


 




    	 



    	 	 	 



    

 


b)The
Company shall be prohibited from offering or selling any Common Stock or Common Stock Equivalents in an offering where the net
proceeds to the Company are less than $10,000,000.


 


c)The
Company shall be prohibited from entering into a Fundamental Transaction or, enter into, create, incur, assume, guarantee or
suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee, on or with respect
to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;


 


d)other
than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of
its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;


 


e)amend
its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially
and adversely affects any rights of the Holder;


 


f)repay,
repurchase or offer to repay, repurchase or otherwise acquire shares of its Common Stock, Common Stock Equivalents or Junior Securities,
other than as to the Conversion Shares as permitted or required under the Transaction Documents;


 


g)pay
dividends or distributions on any equity securities of the Company;


 


h)enter
into any transaction with any officer, director or any Affiliate of the Company which would be required to be disclosed in any
public filing with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a
majority of the independent directors of the Company (even if less than a quorum otherwise required for board approval);


 


i)So
long as the Company shall have any obligation under this Note, the Company shall not, without the Holder’s written consent,
sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent
to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition; or


 


j)enter
into any agreement with respect to any of the foregoing.


 


Section
8. Redemption Upon Triggering Events.


 


a)“Triggering
Event” means, wherever used herein any of the following events (whatever the reason for such event and whether such
event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court,
or any order, rule or regulation of any administrative or governmental body):


 




    	 



    	 	 	 



    

 


i.the
Company fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or
otherwise;


 


ii.the
Company shall fail to deliver Conversion Shares issuable upon a conversion hereunder that comply with the provisions hereof prior
to the fifth Trading Day after such shares are required to be delivered hereunder, or the Company shall provide written notice
to any Holder, including by way of public announcement, at any time, of its intention not to comply with requests for conversion
of any the Notes in accordance with the terms hereof;


 


iii.the
Company shall fail for any reason to pay in full the amount of cash due pursuant to a Buy-In within five calendar days after notice
therefor is delivered hereunder within five days of the date due and payable;


 


iv.the
Company shall fail to have available a sufficient number of authorized and unreserved shares of Common Stock to issue to such
Holder upon a conversion hereunder;


 


v.unless
specifically addressed elsewhere in this Note as a Triggering Event, the Company shall fail to observe or perform any other covenant,
agreement or warranty contained in, or otherwise commit any breach of the Transaction Documents, and such failure or breach shall
not, if subject to the possibility of a cure by the Company, have been cured within 10 calendar days after the date on which written
notice of such failure or breach shall have been delivered;


 


vi.Reverse
Splits. The Company effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.


 


vii.the
Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach
of the obligations in this Note, and such failure or breach shall not, if subject to the possibility of a cure by the Company,
have been cured within 10 calendar days after the date on which written notice of such failure or breach shall have been delivered;


 


viii.the
Company shall be party to a Change of Control Transaction;


 


ix.the
Company shall have filed for protection under any bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting enforcement of creditors’ rights generally;


 


x.at
any time on or after the two year anniversary of the Issue Date, the Common Stock shall fail to have completed a Public Offering;


 




    	 



    	 	 	 



    

 


xi.any
monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their
respective property or other assets for more than $25,000, and such judgment, writ or similar final process shall remain unvacated,
unbonded or unstayed for a period of 45 calendar days;


 


xii.The
Company shall fail to maintain the listing of the Common Stock on at least one of the OTC Markets or any level of the Nasdaq Stock
Market or the New York Stock Exchange;


 


xiii.The
Company shall fail to comply with the reporting requirements of the 1934 Act and/or the Company shall cease to be subject to the
reporting requirements of the 1934 Act.


 


 


xiv.The
restatement of any financial statements filed by the Company with the SEC for any date or period from two years prior to the Issue
Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the
unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note
or the Purchase Agreement.


 


xv.The
DTC places a “chill” (i.e., a restriction placed by DTC on one or more of DTC’s services, such as limiting a
DTC participant’s ability to make a deposit or withdrawal of the security at DTC) on any of the Company’s securities.


 


xvi.A
breach or default by the Company of any covenant or other term or condition contained in any of material agreements or instruments
of the Company (including those filed as exhibits to the Company’s filings with the SEC and including any other agreement
or instrument between the Holder and its affiliates and the Company), after the passage of all applicable notice and cure or grace
periods, shall, at the option of the Holder, be considered a default under this Note, in which event the Holder shall be entitled
(but in no event required) to apply all rights and remedies of the Holder under the terms of this Note.


 


b)Upon
the occurrence of a Triggering Event, each Holder shall (in addition to all other rights it may have hereunder or under applicable
law) have the right, exercisable at the sole option of such Holder, to require the Company to redeem all of the Indebtedness then
held by such Holder for a redemption price, in cash, equal to the Triggering Redemption Amount. The Triggering Redemption Amount,
in cash shall be due and payable within five Trading Days of the date on which the notice for the payment therefor is provided
by a Holder (the “Triggering Redemption Payment Date”). If the Company fails to pay in full the Triggering
Redemption Amount hereunder on the date such amount is due in accordance with this Section, the Company will pay interest thereon
at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing daily from such date
until the Triggering Redemption Amount, plus all such interest thereon, is paid in full. For purposes of this Section, the Indebtedness
is outstanding until such date as the applicable Holder shall have received Conversion Shares upon a conversion (or attempted
conversion) thereof that meets the requirements hereof or has been paid the Triggering Redemption Amount in cash.


 




    	 



    	 	 	 



    

 


Section
9.Miscellaneous.


 


a)Notices.
Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation,
any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight
courier service, addressed to the Company, at the address set forth above Attention: Robert Gruder via email: bgruder@klearkapture.com
or such other email or address as the Company may specify for such purposes by notice to the Holders delivered in accordance with
this Section 9. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in
writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each
Holder at the facsimile number or address of such Holder appearing on the books of the Company, or if no such facsimile number
or address appears on the books of the Company, at the principal place of business of such Holder, as set forth in the Purchase
Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i)
the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this
Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number set forth in this Section on a day that is not a Trading
Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing,
if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice
is required to be given.


 


b)Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay liquidated damages, accrued dividends and accrued interest, as applicable, on the
Notes at the time, place, and rate, and in the coin or currency, herein prescribed.


 


c)Lost
or Mutilated Note. If a Holder’s Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver,
in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen
or destroyed Note, a new Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or
destruction of such Note, and of the ownership hereof reasonably satisfactory to the Company.


 


d)Cost
of Collection. If default is made in the payment of this Note, the Company shall pay the Holder hereof costs of collection,
including reasonable attorneys’ fees.


 




    	 



    	 	 	 



    

 


e)Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by
and construed and enforced in accordance with the internal laws of the State of Florida without regard to the principles of conflict
of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions
contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors,
officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in Broward County, Florida
(the “Florida Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Florida
Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
such Florida Courts, or such Florida Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Note 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 applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby.
If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such
action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred
in the investigation, preparation and prosecution of such action or proceeding.


 


f)Certain
Amounts. Whenever pursuant to this Note the Company is required to pay an amount in excess of the outstanding principal amount
(or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest,
the Company and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult
to determine and the amount to be so paid by the Company represents stipulated damages and not a penalty and is intended to compensate
the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock
acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Company
and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the
Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.


 


g)Waiver.
Any waiver by the Company or a Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of this Note or a waiver by any other Holders. The
failure of the Company or a Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not
be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to
that term or any other term of this Note on any other occasion. Any waiver by the Company or a Holder must be in writing.


 


h)Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any
provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury,
the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law.


 




    	 



    	 	 	 



    

 


i)Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity
(including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s
right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. The Company
covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein.
Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall
be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation
of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees
that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies,
to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and
without any bond or other security being required. The Company shall provide all information and documentation to the Holder that
is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this
Note.


 


j)Next
Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.


 


k)Headings.
The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit
or affect any of the provisions hereof.


 


l)Amendment.
This Note may be modified or amended or provisions hereof waived with the written consent of the Company and the Holder(s) of
at least 51% of the then outstanding principal amount of all of the Notes.


 




    	 



    	 	 	 



    

 


IN
WITNESS WHEREOF, the undersigned has executed this Note as of the Issue Date.


 


	 	Blue
    Sky Media Corp.,
	 	a
    Wyoming corporation
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 	 	 



    

 


EXHIBIT
A


 


DEFINITIONS


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.


 


“Alternate
Consideration” shall have the meaning set forth in Section 5(e).


 


“Base
Conversion Price” shall have the meaning set forth in Section 5(b).


 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(d).


 


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


 


“Buy-In”
shall have the meaning set forth in Section 4(c)(iv).


 


“Change
of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof
by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act)
of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise)
of in excess of 33% of the voting securities of the Company (other than by means of conversion of the Indebtedness), (b) the Company
merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving
effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate
voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially
all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66%
of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within
a one year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those
individuals who are members of the Board of Directors on the Issue Date (or by those individuals who are serving as members of
the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the
Board of Directors who are members on the Issue Date), or (e) the execution by the Company of an agreement to which the Company
is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.


 


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1 of the Purchase Agreement.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto and all conditions precedent to (i) each Holder’s obligations to pay the Subscription Amount and (ii) the
Company’s obligations to deliver the Securities have been satisfied or waived.


 




    	 



    	 	 	 



    

 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the Company’s common stock, par value $0.001 per share, and stock of any other class of securities
into which such securities may hereafter be reclassified or changed.


 


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


 


“Conversion
Amount” means the sum of the Principal Amount, accrued interest and any other amounts due under this Note.


 


“Conversion
Date” shall have the meaning set forth in Section 4(a).


 


“Conversion
Price” shall have the meaning set forth in Section 4(b).


 


“Dilutive
Issuance” shall have the meaning set forth in Section 5(b).


 


“Dilutive
Issuance Notice” shall have the meaning set forth in Section 5(b).


 


“Equity
Conditions” means, during the period in question, (a) the Company shall have duly honored all conversions scheduled
to occur or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested
or required, if any, (b) all of the Conversion Shares issuable pursuant to the Transaction Documents may be resold pursuant
to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel
to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the
affected Holders, (c) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction
Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the
Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (d) there is a sufficient number of
authorized, but unissued and otherwise unreserved, shares of Common Stock for the issuance of all of the shares then issuable
pursuant to the Transaction Documents, (e) there is no existing Triggering Event and no existing event which, with the passage
of time or the giving of notice, would constitute a Triggering Event, (f) the issuance of the shares in question (or, in the case
of a call, the shares issuable upon conversion in full of the call amount) to the applicable Holder would not violate the Beneficial
Ownership Limitation, (g) there has been no public announcement of a pending or proposed Fundamental Transaction or Change
of Control Transaction that has not been consummated, and (h) the applicable Holder is not in possession of any information provided
by the Company that constitutes, or may constitute, material non-public information.


 


“Interest
Payment Date” shall have the meaning set forth in the first paragraph of this Note.


 


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


 




    	 



    	 	 	 



    

 


“Fundamental
Transaction” shall have the meaning set forth in Section 5(e).


 


“GAAP”
means United States generally accepted accounting principles.


 


“Holder”
shall have the meaning given such term in the first paragraph of this Note.


 


“Junior
Securities” means the Common Stock, all other Common Stock Equivalents and preferred stock of the Company other than
those securities which are explicitly senior or pari passu to the Note in payment rights or liquidation preference.


 


“Liens”
means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Liquidation”
shall have the meaning set forth in Section 3.


 


“Florida
Courts” shall have the meaning set forth in Section 11(e).


 


“Notice
of Conversion” shall have the meaning set forth in Section 4(a).


 


“Issue
Date” means the date of the first issuance of any of the Notes.


 


“Note”
shall have the meaning set forth in the first paragraph of this Note and the term “Notes” shall mean all of the Notes
issued by the Company pursuant to the Purchase Agreement.


 


“Permitted
Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental
charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company)
have been established in accordance with GAAP, and (b) Liens imposed by law which were incurred in the ordinary course of the
Company’s business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’
Liens, and other similar Liens arising in the ordinary course of the Company’s business, and which (x) do not individually
or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation
of the business of the Company and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings,
which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject
to such Lien.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Purchase
Agreement” means the Securities Purchase Agreement, dated as of the Issue Date, among the Company and the original Holders,
as amended, modified or supplemented from time to time in accordance with its terms.


 




    	 



    	 	 	 



    

 


“Public
Offering” means the date on which the Company shall have completed a closing of any transaction that results, or series
or related transactions that result, in: (i) the shares of Common Stock of the Company being registered under the Exchange Act;
or (ii) the shares of Common Stock of the Company being exchanged for the shares of common stock of any corporation that are registered
under the Exchange Act.


 


“Principal
Amount” shall have the meaning set forth in the first paragraph of this Note.


 


“Registration
Statement” means a registration statement covering the resale of the Underlying Shares by each Holder.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


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


 


“Share
Delivery Date” shall have the meaning set forth in Section 4(c).


 


“Successor
Entity” shall have the meaning set forth in Section 6(e).


 


“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company.


 


“Trading
Day” means a day on which the New York Stock Exchange is open for business.


 


“Transaction
Documents” means this Note and the Purchase Agreement, all exhibits and schedules thereto and hereto and any other documents
or agreements executed in connection with the transactions contemplated pursuant to the Purchase Agreement.


 


“Trading
Market” shall have the meaning set forth in Section 4(e).


 


“Triggering
Event” shall have the meaning set forth in Section 8(a).


 


“Triggering
Redemption Amount” means the sum of (a) 130% of the Principal Amount, (b) all accrued but unpaid interest thereon and
(c) all liquidated damages and other costs, expenses or amounts due in respect of this Note.


 


“Triggering
Redemption Payment Date” shall have the meaning set forth in Section 8(b).


 


“Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion or redemption of this Note and issued and
issuable in lieu of the cash payment of interest on the Principal Amount in accordance with the terms of this Note.


 


“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 7(a) of the Purchase Agreement.


 




    	 



    	 	 	 



    

 


ANNEX
A


 


NOTICE
OF CONVERSION


 


(To
be Executed by the Registered Holder in order to Convert promissory NOTE)


 


The
undersigned hereby elects to convert $[__] principal amount of the Note (defined below) into that number of shares of Common Stock
to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of Blue Sky Media Corp.,
a Wyoming corporation (the “Company”) according to the conditions of the Convertible Promissory Note of the Company
dated as of October [__], 2015 (the “Note”), as of the date written below. No fee will be charged to the Holder for
any conversion, except for transfer taxes, if any.


 


By
the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common
Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the
Exchange Act.


 


The
undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with
any transfer of the aforesaid shares of Common Stock.


 


Conversion
calculations:


 


Date
to Effect Conversion: ________________________________________________________


 


Balance
of Principal Amount of the Note prior to Conversion: ______________________


 


Principal
Amount of Note to be Converted: ________________________


 


Number
of shares of Common Stock to be Issued: ___________________________


 


Applicable
Conversion Price:____________________________________________


 


Balance
of Principal Amount of Note subsequent to Conversion: ________________


 


Address
for Delivery: ______________________


or


DWAC
Instructions:


Broker
no: _________


Account
no: ___________


 


	 	[HOLDER]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 	 	 



    

 


EXHIBIT
B


 


REGISTRATION
RIGHTS AGREEMENT


 


(a)REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of October __, 2015, among Blue
Sky Media Corp., a Wyoming corporation (the “Company”), and the several purchasers signatory hereto (each such
purchaser, a “Purchaser” and, collectively, the “Purchasers”).


 


This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser
(the “Purchase Agreement”).


 


The
Company and each Purchaser hereby agree as follows:


 


1.Definitions


 


Capitalized
terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms
in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Additional
Filing Deadline” means, if Cutback Shares are required to be included in any Additional Registration Statement, the
later of (i) the date 60 days after the date substantially all of the Registrable Securities registered under the immediately
preceding Registration Statement are sold and (ii) the date six months from the Effectiveness Date.


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Cutback
Shares” means any of the Registrable Securities not included in all Registration Statements previously declared effective
hereunder as a result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered
by the staff of the Commission pursuant to Rule 415.


 




    	 



    	 	 	 



    

 


“Debentures”
means those Secured Convertible Notes issued as of October__, 2015.


 


“Effectiveness
Date” means, with respect to the initial Registration Statement required to be filed hereunder, the 180th
calendar day following the date hereof and, with respect to any additional Registration Statements which may be required pursuant
to Section 3(c), the 60th calendar day following the date on which the Company first knows, or reasonably should have
known, that such additional Registration Statement is required hereunder; provided, however, in the event the Company
is notified by the Commission that one of the above Registration Statements will not be reviewed or is no longer subject to further
review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date
on which the Company is so notified if such date precedes the dates required above.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Event”
shall have the meaning set forth in Section 2(b).


 


“Event
Date” shall have the meaning set forth in Section 2(b).


 


“Filing
Date” means, with respect to the initial Registration Statement required hereunder, the 30th calendar day
following the date hereof and, with respect to any additional Registration Statements which may be required pursuant to Section
3(c), the 30th day following the date on which the Company first knows, or reasonably should have known that such additional
Registration Statement is required hereunder.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Losses”
shall have the meaning set forth in Section 5(a).


 




    	 



    	 	 	 



    

 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a).


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering
of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to
the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by
reference in such Prospectus.


 


“Registrable
Securities” means (i) all of the shares of Common Stock issuable upon conversion in full of the Debentures, (ii) all
shares of Common Stock issuable as interest or principal on the Debentures assuming all permissible interest and principal payments
are made in shares of Common Stock and the Debentures are held until maturity, (iii) any additional shares issuable in connection
with any anti-dilution provisions in the Debentures (without giving effect to any limitations on conversion set forth in the Debenture)
and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event
with respect to the foregoing.


 


“Registration
Statement” means the registration statements required to be filed hereunder and any additional registration statements
contemplated by Section 3(c), including (in each case) the Prospectus, amendments and supplements to such registration statement
or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference
or deemed to be incorporated by reference in such registration statement.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 




    	 



    	 	 	 



    

 


“Selling
Shareholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


2.
Registration


 


(a)On
or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale
of 100% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415;
provided, however, if the number of Registrable Securities shall equal or exceed 30% of the issued and outstanding
Common Stock on the actual filing date of the initial Registration Statement (or any amendment thereto), then the initial Registration
Statement shall register a number of shares which shall be 10,000 shares less than the number of shares which is 30% of the number
of shares of Common Stock outstanding on such actual filing date, and the remaining Registrable Securities shall be subject to
Section 3(c)(ii). In such event, the number of shares to be registered for each Holder shall be reduced pro-rata among all Holders.
Each Holder shall have the right to designate which of its Registrable Securities shall be eliminated from such initial Registration
Statement (the “Cutback Shares”). The Registration Statement shall be on Form S-1 (except if the Company is
not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another
appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest
of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the
terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement to be declared effective under
the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date,
and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable
Securities covered by such Registration Statement have been sold, or may be sold pursuant to Rule 144 without any restrictions
or limitations and without the requirement to be in compliance with Rule 144(c)(1), as determined by the counsel to the Company
pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected
Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration
Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile
or electronic mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms
effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company
shall, by 9:30 a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file
a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification
of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b).


 




    	 



    	 	 	 



    

 


(b)If
(i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without
affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall
not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration
in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified
(orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,”
or not subject to further review, or (iii) prior to its Effectiveness Date, the Company fails to file a pre-effective amendment
and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 10 calendar
days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration
Statement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective
by the Commission by its Effectiveness Date, or (v) after the Effectiveness Date, a Registration Statement ceases for any reason
to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are
otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 10 consecutive calendar
days or more than an aggregate of 30 calendar days during any 12-month period (which need not be consecutive calendar days) (any
such failure or breach being referred to as an “Event”, and for purposes of clause (i) or (iv) the date on
which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes
of clause (iii) the date which such 10 calendar day period is exceeded, or for purposes of clause (v) the date on which such 10
or 30 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition
to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary
of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured,
the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the
aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such
Holder (2) in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.5% of the aggregate
Subscription Amount of the Holders in any 30-day period and (3) the maximum aggregate liquidated damages payable to a Holder under
this Agreement shall be eighteen percent (18%) of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase
Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after
the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted
to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts,
plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a
daily pro-rata basis for any portion of a month prior to the cure of an Event.


 


3.
Registration Procedures.


 


In
connection with the Company’s registration obligations hereunder, the Company shall:


 




    	 



    	 	 	 



    

 


(a)Not
less than five Trading Days prior to the filing of each Registration Statement and not less than one Trading Day prior to the
filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or
deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed
to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the
review of such Holders, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond
to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable
investigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus
or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object
in good faith, provided that, the Company is notified of such objection in writing no later than 5 Trading Days after the Holders
have been so furnished copies of a Registration Statement or 1 Trading Day after the Holders have been so furnished copies of
any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire
in the form attached to this Agreement as Annex B (a “Selling Shareholder Questionnaire”) not less than
two Trading Days prior to the Filing Date or by the end of the fourth Trading Day following the date on which such Holder receives
draft materials in accordance with this Section.


 


(b)(i)
Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the
applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as
so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments
received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably
possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement
(provided that the Company may excise any information contained therein which would constitute material non-public information
as to any Holder which has not executed a confidentiality agreement with the Company); and (iv) comply in all material respects
with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered
by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended
methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as
so supplemented.


 


(c)The
Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the Commission
an additional Registration Statement on Form S-1 or Form S-3 (or any other form avaible to be filed by the Company at that time
covering the resale of all of the Cutback Shares. To the extent the staff of the Commission does not permit the Cutback Shares
to be registered on an additional Registration Statement, the Company shall file additional Registration Statements successively
trying to register on each such additional Registration Statement the maximum number of Cutback Shares until all of the Cutback
Shares have been registered with the Commission. The Company shall use its reasonable best efforts to have each additional Registration
Statement declared effective by the Commission as soon as practicable, but in no event later than the Effectiveness Date. By 9:30
a.m. New York time on the Trading Day following the Effectiveness Date, the Company shall file with the Commission in accordance
with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such additional Registration
Statement. The Company shall use its best efforts to keep such additional Registration Statements continuously effective through
the Effectiveness Period.


 




    	 



    	 	 	 



    

 


(d)Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied
by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible
(and, in the case of (i)(A) below, not less than one Trading Day prior to such filing) and (if requested by any such Person) confirm
such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether
there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration
Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a
Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal
or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all
of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities
for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any
event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein
or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein
by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents
so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; and (vi) the occurrence or existence of any pending
corporate development with respect to the Company that the Company believes may be material and that, in the determination of
the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus;
provided that any and all of such information shall remain confidential to each Holder until such information otherwise becomes
public, unless disclosure by a Holder is required by law; provided, further, notwithstanding each Holder’s
agreement to keep such information confidential, the Holders make no acknowledgement that any such information is material, non-public
information.


 


(e)Use
its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness
of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f)Furnish
to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent
requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission.


 




    	 



    	 	 	 



    

 


(g)Subject
to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).


 


(h)If
FINRA Rule 5110 requires any broker-dealer to make a filing prior to executing a sale by a Holder, the Company shall (i) make
an Issuer Filing with the Corporation Financing Department of FINRA pursuant to Rule 5110, (ii) respond within five Trading Days
to any comments received from FINRA in connection therewith, (iii) and pay the filing fee required in connection therewith.


 


(i)Prior
to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification)
of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition
in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not
be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to
any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any
such jurisdiction.


 


(j)If
requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free,
to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be
in such denominations and registered in such names as any such Holders may request.


 


(k)Upon
the occurrence of any event contemplated by this Section 3, as promptly as reasonably possible under the circumstances taking
into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the
premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration
Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference,
and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will
contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies
the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the
requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use
its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled
to exercise its right under this Section 3(k) to suspend the availability of a Registration Statement and Prospectus, subject
to the payment of partial liquidated damages pursuant to Section 2(b), for a period not to exceed 60 calendar days (which need
not be consecutive days) in any 12 month period.


 




    	 



    	 	 	 



    

 


(l)Comply
with all applicable rules and regulations of the Commission.


 


(m)The
Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock
beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive
control over the Shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration
of the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s
request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise
occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.


 


4.
Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the
Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement.
The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing
fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market
on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably
agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection
with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection
with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends
to make sales of Registrable Securities pursuant to the FINRA Rule 5110, so long as the broker is receiving no more than a customary
brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel
for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement.
In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection
with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company
be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents,
any legal fees or other costs of the Holders.


 




    	 



    	 	 	 



    

 


5.
Indemnification


 


(a)Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder,
the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal
as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and
any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or
any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and
any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or
any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and
all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses
(collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement
of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus
or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder,
in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that
(i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company
by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly
for use in a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it
being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event
of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company
has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the
Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of
any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.


 




    	 



    	 	 	 



    

 


(b)Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s
failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement
of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the
extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company
specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates
to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing
by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto
for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of
an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective
Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the
receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder hereunder
be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.


 


(c)Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and
expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice
shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the
extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal
or further review) that such failure shall have prejudiced the Indemnifying Party.


 


An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying
Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or
(3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if
the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party
notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party,
the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more
than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed.
No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 




    	 



    	 	 	 



    

 


Subject
to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses
to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with
this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying
Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and
expenses applicable to such actions for which such Indemnified Party is judicially determined to be not entitled to indemnification
hereunder.


 


(d)Contribution.
If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified
Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party,
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement
or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations
set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with
any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided
for in this Section was available to such party in accordance with its terms.


 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by
pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred
to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from
the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.


 




    	 



    	 	 	 



    

 


The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties
may have to the Indemnified Parties.


 


6.
Miscellaneous


 


(a)Remedies.
In the event of a breach by the Company or by a Holder, of any of their respective obligations under this Agreement, each Holder
or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company and each
Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it
of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(b)No
Piggyback on Registrations. Except for securities of the Company which are set forth on Schedule 6(b) attached hereto,
neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities
of the Company in the Registration Statements other than the Registrable Securities, except that, the Company may include other
securities on the last Registration Statement filed by the Company in an amount equal to the differences between 30% of the number
of shares of Common Stock outstanding on such actual filing date and the number of Registrable Securities to be included on such
Registration Statement hereunder and not yet included for registration on a Registration Statement. The Company shall not file
any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement, provided
that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date
of this Agreement.


 


(c)Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


(d)Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company
will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees
and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities
hereunder shall be subject to the provisions of Section 2(b).


 




    	 



    	 	 	 



    

 


(e)Piggy-Back
Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all
of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection
with the stock option or other employee benefit plans, then the Company shall send to each Holder a written notice of such determination
and, if within fifteen days after the date of such notice, any such Holder shall so request in writing, the Company shall include
in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided,
however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that
are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restrictions or limitations and
without the requirement to be in compliance with Rule 144(c)(1) or that are the subject of a then effective Registration Statement.


 


(f)Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing
and signed by the Company, the Agent and the Holders of at least 51% of the then outstanding Registrable Securities. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of
the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.


 


(g)Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as
set forth in the Purchase Agreement.


 


(h)Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the Holders of the then-outstanding Registrable Securities. Each Holder
may assign their respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.


 


(i)No
Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the
Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof. Except as set forth on Schedule 6(i), neither the Company nor any of its subsidiaries has previously entered into
any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied
in full.


 




    	 



    	 	 	 



    

 


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


 


(k)Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined
in accordance with the provisions of the Purchase Agreement.


 


(l)Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(m)Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


(n)Headings.
The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to
limit or affect any of the provisions hereof.


 


(o)Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no
action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect
to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its
rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder
to be joined as an additional party in any proceeding for such purpose.


 


********************




    	 



    	 	 	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	BLUE
    SKY MEDIA CORP.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    	 



    	 	 	 



    

 


[SIGNATURE
PAGE OF HOLDERS]


 


Name of
Holder: __________________________


 


Signature
of Authorized Signatory of Holder: __________________________


 


Name of
Authorized Signatory: _________________________


 


Title of
Authorized Signatory: __________________________


 


[SIGNATURE
PAGES CONTINUE]


 




    	 



    	 	 	 



    

 


Annex
A


 


Plan
of Distribution


 


We
are registering the shares of common stock issuable pursuant to the terms of the convertible notes to permit the resale of these
shares of common stock by the holders of the convertible notes from time to time after the date of this prospectus. We will not
receive any of the proceeds from the sale by the selling shareholders of the shares of common stock. We will bear all fees and
expenses incident to our obligation to register the shares of common stock.


 


The
selling shareholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from
time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through
underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent’s
commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in
transactions, which may involve crosses or block transactions,


 


	 	●	on
    any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
	 	 	 
	 	●	in
    the over-the-counter market;
	 	 	 
	 	●	in
    transactions otherwise than on these exchanges or systems or in the over-the-counter market;
	 	 	 
	 	●	through
    the writing of options, whether such options are listed on an options exchange or otherwise;
	 	 	 
	 	●	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	block
    trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
    as principal to facilitate the transaction;
	 	 	 
	 	●	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	privately
    negotiated transactions;
	 	 	 
	 	●	short
    sales;


 




    	 



    	 	 	 



    

 


	 	●	sales
    pursuant to Rule 144;
	 	 	 
	 	●	broker-dealers
    may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
	 	 	 
	 	●	a
    combination of any such methods of sale; and
	 	 	 
	 	●	any
    other method permitted pursuant to applicable law.


 


If
the selling shareholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers
or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions
from the selling shareholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to
whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or
agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common
stock or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers, which may in turn engage
in short sales of the shares of common stock in the course of hedging in positions they assume. The selling shareholders may also
sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and
to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge shares of common
stock to broker-dealers that in turn may sell such shares.


 


The
selling shareholders may pledge or grant a security interest in some or all of the convertible notes, warrants or shares of common
stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may
offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling
shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.
The selling shareholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees,
donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.


 


The
selling shareholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be
“underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the
time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which
will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name
or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling
shareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.


 




    	 



    	 	 	 



    

 


Under
the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed
brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered
or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.


 


There
can be no assurance that any selling shareholder will sell any or all of the shares of common stock registered pursuant to the
registration statement, of which this prospectus forms a part.


 


The
selling shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the
Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholders
and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the
shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing
may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making
activities with respect to the shares of common stock.


 


We
will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement including,
without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue
sky” laws; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions, if
any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act, in accordance
with the registration rights agreements, or the selling shareholders will be entitled to contribution. We may be indemnified by
the selling shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written
information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the related
registration rights agreement, or we may be entitled to contribution.


 


Once
sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable
in the hands of persons other than our affiliates.


 




    	 



    	 	 	 



    

 


Annex
B


 


BLUE
SKY MEDIA CORP.


 


Selling
Securityholder Notice and Questionnaire


 


The
undersigned beneficial owner of common stock, (the “Common Stock”) of Blue Sky Media Corp., a Wyoming corporation
(the “Company”), (the “Registrable Securities”) understands that the Company has filed or
intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the
“Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration
Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration
Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


Certain
legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding
the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The
undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include
the Registrable Securities owned by it in the Registration Statement.


 


The
undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


	1.	Name.	 
	 	 	 
	 	(a)	Full
    Legal Name of Selling Securityholder
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(b)	Full
    Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(c)	Full
    Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power
    to vote or dispose of the securities covered by the questionnaire):
	 	 	 
	 	 	 
	 	 	 


 




    	 



    	 	 	 



    

 


2.
Address for Notices to Selling Securityholder:


 


____________________________________________________________________________________________


 


____________________________________________________________________________________________


 


____________________________________________________________________________________________


 


Telephone:
___________________________________________________________________________________


 


Fax: ________________________________________________________________________________________


 


Contact
Person: ___________________________________________________________________________________


 


3.
Broker-Dealer Status:


 


	 	(a)	Are
    you a broker-dealer?
	 	 	 
	 	 	Yes
    [  ]          No
    [  ]
	 	 	 
	 	(b)	If
    “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services
    to the Company.
	 	 	 
	 	 	Yes
    [  ]          No
    [  ]
	 	 	 
	 	Note:	If
    no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
	 	 	 
	 	(c)	Are
    you an affiliate of a broker-dealer?
	 	 	 
	 	 	Yes
    [  ]          No
    [  ]
	 	 	 
	 	(d)	If
    you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course
    of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings,
    directly or indirectly, with any person to distribute the Registrable Securities?
	 	 	 
	 	 	Yes
    [  ]          No
    [  ]
	 	 	 
	 	Note:	If
    no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 




    	 



    	 	 	 



    

 


4.
Beneficial Ownership of Securities of the Company Owned by the Selling Securityholder.


 


Except
as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company
other than the securities issuable pursuant to the Purchase Agreement..


 


	 	(a)	Type
    and Amount of other securities beneficially owned by the Selling Securityholder:
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


5.
Relationships with the Company:


 


Except
as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners
of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship
with the Company (or its predecessors or affiliates) during the past three years.


 


	 	State
    any exceptions here:
	 	 
	 	 
	 	 
	 	 


 


The
undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof at any time while the Registration Statement remains effective.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through
5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements
thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation
or amendment of the Registration Statement and the related prospectus.


 


IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.


 


	Dated: ______________________	Beneficial
    Owner: ____________________________
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 	 	 



    

 


PLEASE
E-MAIL THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


[NAME,
ADDRESS AND E-MAIL ADDRESS OF THE PERSON WHO IS TO RECEIVE THE QUESTIONNAIRE.]


 


 


EXHIBIT
C


 


TRANSFER
AGENT INSTRUCTION LETTER


 


Blue
Sky Media Corp.


 


1215
E. Barden Rd.


 


Charlotte,
NC 28226


 


October
_____, 2015


 


Island Stock
Transfer


 


15500 Roosevelt
Blvd, Suite 301


 


Clearwater,
FL 33760


 


Ladies and
Gentlemen:


 


Blue
Sky Media Corp., a Wyoming corporation (the “Company”) and each of the investors set forth on Schedule I hereto (each,
an “Investor” and collectively, the “Investors”) have entered into a Securities Purchase Agreement dated
as of October _____, 2015 (the “Agreement”), providing for the issuance of 3.85% Convertible Promissory Notes in the
aggregate principal amount of $617,577.87 (the “Note”).


 


A
copy of the Note and the Agreement is included herewith. You should familiarize yourself with your issuance and delivery obligations,
as the Company’s transfer agent, contained therein. The shares of the Company’s common stock (the “Common Stock”)
to be issued in accordance with the terms of the Note are to be registered in the names of the registered holder of the securities
submitted for conversion.


 




    	 



    	 	 	 



    

 


You
are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of Common Stock (initially, 2,402,420
shares) for issuance upon full conversion of the Notes in accordance with their terms. The amount of Common Stock so reserved
may be increased, from time to time, by written instructions of the Company and the Investors.


 


So
long as you have previously received confirmation from the Company (or counsel for an Investor) that the shares have been registered
under the Securities Act of 1933, as amended, (the “1933 Act”) or otherwise may be sold pursuant to Rule 144 without
any restriction and the Company or its counsel or counsel for an Investor provides an opinion of counsel to the effect that is
satisfactory to you, such shares should be transferred in certificated form without any legend which would restrict the transfer
of the shares, and you should remove all stop-transfer instructions relating to such shares (such shares shall be issued from
the reserve, but in the event there are insufficient reserve shares of Common Stock to accommodate a Conversion Notice (defined
below) your firm and the Company agree that the Conversion Notice should be completed using authorized but unissued shares of
Common Stock that the Company has in its treasury).


 


Until
such time as you are advised by an Investor or counsel to the Company that the shares have been registered under the 1933 Act
or otherwise may be sold pursuant to Rule 144 without any restriction (and have been provided by an Investor or Company counsel
with an opinion of counsel to that effect that is satisfactory to you), you are hereby instructed to place the following legends
on the certificates:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES
MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT,
OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION
IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 


The
legend set forth above shall be removed and you are instructed to issue a certificate without such legend to the holder of any
shares upon which it is stamped, if such shares are registered for sale under an effective registration statement filed under
the 1933 Act or otherwise may be sold pursuant to Rule 144 (and the Company or its counsel or Investor’s counsel provides
an opinion of counsel to that effect that is satisfactory to you).


 


The
Company hereby requests that your firm act immediately, without delay and without the need for any action or confirmation by the
Company with respect to the issuance of Common Stock pursuant to any Conversion Notices received from the Investors.


 


The
ability to convert the Notes in a timely manner is a material obligation of the Company pursuant to the Notes and the Agreement.
The Company hereby requests that your firm act immediately, without delay and without the need for any action or confirmation
by the Company with respect to the issuance of Common Stock pursuant to any notice of conversion (“Conversion Notice”)
received from the Investors. Your firm will not delay in processing any Conversion Notices owing to the fact that the Company
is in arrears of its fees and other monies owed to your firm, provided that if the Company is in arrears of its fees and other
monies owed to your firm, you shall allow the Investor to advance the cost of processing the Conversion Notice on behalf of the
Company, which cost shall not exceed $150.00 for each such transaction. The Company shall remain primarily liable for all of such
transaction costs.


 




    	 



    	 	 	 



    

 


The
Company hereby authorizes the issuance of such number of shares as will be necessary to fully convert the Notes under their terms
and any such shares shall be considered fully paid and non assessable at the time of their issuance.


 


The
Investors and the Company expressly understand and agree that nothing in this Irrevocable Transfer Instruction shall require or
be construed in any way to require you, in your sole discretion as the transfer agent, to do, take or not do or take any action
that would be contrary to any Federal or State law, rule, or regulation including but expressly not limited to both the 1933 Act
and the Securities and Exchange Act of 1934 as amended, and the rules and regulations promulgated there under by the Securities
and Exchange Commission.


 


The
Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them
harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements
of its attorneys) incurred by or asserted against you or any of them arising out of or in connection with the instructions set
forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending
yourself or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters
in respect of which it is determined that you have acted with gross negligence or in bad faith. You shall have no liability to
the Company in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely
in this regard on the advice of counsel.


 


The
Board of Directors of the Company has approved the foregoing irrevocable instruction and does hereby extend the Company’s
irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein
contained on the terms herein set forth.


 


The
Company agrees that in the event that you resign as the Company’s transfer agent, the Company shall engage a suitable replacement
transfer agent that will agree to serve as transfer agent for the Company and be bound by the terms and conditions of these Irrevocable
Instructions within 5 business days.


 


Each
Investor is intended to be and is a third party beneficiary hereof, and no amendment or modification to the instructions set forth
herein may be made without the consent of the Investors.


 


	 	Very
    truly yours,
	 	 	 
	 	Blue
    Sky Media Corp.
	 	 	 
	 	By:
    	 
	 	Name:	Wayne
    Berian
	 	Title:	Chief
    Executive Officer


 


Acknowledged
and Agreed:


 


ISLAND STOCK
TRANSFER


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 



    	 



    	 	 	 



    

 


SCHEDULE
I


 


	Name of Investor	 	Principal

 Amount of Note	 	 	No. of Conversion

 Shares	 
	Bezalel Partners LLC	 	$	164,664.48	 	 	 	864,480	 
	Longside Ventures LLC	 	$	150,971.13	 	 	 	512,647	 
	Taconic Group LLC	 	$	150,971.13	 	 	 	512,647	 
	Summit Trading Ltd.	 	$	150,971.13	 	 	 	512,646	 
	Total	 	$	617,577.87	 	 	 	2,402,420