COMMITTED EQUITY FACILITY AGREEMENT


 


This Committed Equity
Facility Agreement (the “Agreement”) is dated as of the 27th day of February, 2012 the (“Effective
Date”) by and between TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Investor”)
and CONO ITALIANO, INC., a Nevada corporation (the “Company”).


 


RECITALS


 


WHEREAS, the
parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor,
from time to time as provided herein, and the Investor shall purchase from the Company, up to $1,500,000 of the Company’s
common stock, $0.001 par value per share (the “Common Stock”); and


 


WHEREAS, such
investments will be made in reliance upon the provisions of Regulation D (“Regulation D”) of the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”),
or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or
all of the transactions to be entered into hereunder;


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:


 


ARTICLE
I


CERTAIN DEFINITIONS


 


For purposes of this
Agreement, except as otherwise expressly provided or otherwise defined elsewhere in this Agreement, or unless the context otherwise
requires, the capitalized terms in this Agreement shall have the meanings assigned to them in this Article as follows:


 


1.1           “Advance”
shall mean the portion of the Commitment Amount requested by the Company in the Advance Notice.


 


1.2           “Advance
Fee” shall mean an amount in United States funds equal to six percent (6%) of the gross amount of each Advance.


 


1.3           “Advance
Notice” shall mean a written notice in the form of Exhibit “A” attached hereto, executed
by an officer of the Company and delivered to the Investor and setting forth the Advance amount that the Company requests from
the Investor.


 


1.4           “Advance
Notice Date” shall mean each date the Company delivers (in accordance with Section 2.1(b) of this Agreement)
to the Investor an Advance Notice requiring the Investor to advance funds to the Company, subject to the terms of this Agreement. 
No Advance Notice Date will be less than five (5) Trading Days after the immediately prior Advance Notice Date given by the Company,
if any.


 



    	1



    	 



    

 


1.5           “Advance
Settlement Date” shall mean the third (3rd) Trading Day after the relevant Pricing Period, or such earlier
day as may be available for settlement.


 


1.6           “Affiliate”
shall have the meaning set forth in Rule 405 of the Securities Act.


 


1.7           “Agreement”
shall have the meaning set forth in the preamble paragraph hereto.


 


1.8           “By-Laws”
shall have the meaning set forth in Section 4.4.


 


1.9           “Certificate
of Incorporation” shall have the meaning set forth in Section 4.4.


 


1.10         “Claims”
shall have the meaning set forth in Section 5.1.


 


1.11         “Closing”
shall mean one of the closings of a purchase and sale of Common Stock pursuant to Section 2.2.


 


1.12         “Commitment
Amount” shall mean the aggregate amount of up to $1,500,000 which the Investor has agreed to provide to the Company
in order to purchase the Shares pursuant to the terms and conditions of this Agreement.


 


1.13         “Commitment
Period” shall mean the period commencing on the Effective Date, and expiring upon the termination of this Agreement
in accordance with Section 10.2.


 


1.14         “Common
Stock” shall have the meaning set forth in the recitals of this Agreement.


 


1.15         “Company”
shall have the meaning set forth in the preamble paragraph hereto.


 


1.16         “Company
Indemnitees” shall have the meaning set forth in Section 5.2.


 


1.17         “Condition
Satisfaction Date” shall have the meaning set forth in Article VII.


 


1.18         “Consolidation
Event” shall have the meaning set forth in Section 6.9.


 


1.19         “Effective
Date” shall mean the date of this Agreement set forth in the introductory paragraph of this Agreement.


 


1.20         “Environmental
Laws” shall have the meaning set forth in Section 4.9.


 


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


 


1.22         “Facility
Fee Shares” shall have the meaning set forth in Section 12.4(d).


 


1.23         “Indemnified
Liabilities” shall have the meaning set forth in Section 5.1.


 


1.24         “Indemnitee”
shall have the meaning set forth in Section 5.3.


 



    	2



    	 



    

 


1.25         “Indemnitor”
shall have the meaning set forth in Section 5.3.


 


1.26         “Investor”
shall have the meaning set forth in the preamble paragraph hereto.


 


1.27         “Investor
Indemnitees” shall have the meaning set forth in Section 5.1.


 


1.28         “Market
Price” shall mean the lowest daily VWAP of the Common Stock during the relevant Pricing Period.


 


1.29         “Material
Adverse Effect” shall mean any condition, circumstance, or situation that has resulted in, or would reasonably be
expected to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement or the
transactions contemplated herein; (ii) a material adverse effect on the results of operations, assets, business or condition
(financial or otherwise) of the Company, taken as a whole; or (iii) a material adverse effect on the Company’s ability
to perform in any material respect on a timely basis its obligations under this Agreement.


 


1.30         “Maximum
Advance Amount” shall mean, for each Advance Notice, the greater of: (i) an amount calculated by multiplying the
Market Price applicable to the relevant Advance Notice, multiplied by 400,000 Shares; or (ii) two hundred percent (200%) of the
average daily volume of shares of Common Stock traded during the immediately preceding five (5) consecutive trading days applicable
to the relevant Advance Notice.


 


1.31         “Nine
Month Valuation Date” shall have the meaning set forth in Section 12.4(d).


 


1.32         “Ownership
Limitation” shall have the meaning set forth in Section 2.1(a).


 


1.33         “Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


1.34         “Preferred
Stock” shall have the meaning set forth in Section 4.4.


 


1.35         “Pricing
Period” shall mean the five (5) consecutive Trading Days after the Advance Notice Date.


 


1.36         “Principal
Market” shall mean the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the OTC
Bulletin Board, the OTC Markets, the NYSE Euronext or the New York Stock Exchange, whichever is at the time the principal trading
exchange or market for the Common Stock.


 


1.37         “Purchase
Price” shall be set at ninety-five percent (95%) of the Market Price during the Pricing Period.


 



    	3



    	 



    

 


1.38         “Registrable
Securities” shall mean: (i) the Shares; and (ii) any securities issued or issuable with respect to the
Shares by way of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise.  As to any particular Registrable Securities, once issued such securities
shall cease to be Registrable Securities when: (a) the Registration Statement has been declared effective by the SEC and such
Registrable Securities have been disposed of pursuant to the Registration Statement; (b) such Registrable Securities have
been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force)
under the Securities Act (“Rule 144”) are met; or (c) in the opinion of counsel to the Company
such Registrable Securities may permanently be sold without registration or without any time, volume or manner of sale limitations
pursuant to Rule 144.


 


1.39         “Registration
Rights Agreement” shall mean the Registration Rights Agreement dated the date hereof, regarding the filing of the
Registration Statement for the resale of the Registrable Securities, entered into between the Company and the Investor.


 


1.40         “Registration
Statement” shall mean a registration statement on Form S-1 or Form S-3 or on such other form promulgated
by the SEC for which the Company then qualifies and which counsel for the Company shall deem appropriate, and which form shall
be available for the registration of the resale by the Investor of the Registrable Securities under the Securities Act.


 


1.41         “Regulation
D” shall have the meaning set forth in the recitals of this Agreement.


 


1.42         “SEC”
shall mean the United States Securities and Exchange Commission.


 


1.43         “SEC
Documents” shall have the meaning set forth in Section 4.3.


 


1.44         “Securities
Act” shall have the meaning set forth in the recitals of this Agreement.


 


1.45         “Settlement
Document” shall have the meaning set forth in Section 2.2(a).


 


1.46         “Share
Value” shall have the meaning set forth in Section 12.4(d).


 


1.47         “Shares”
shall mean the shares of Common Stock to be issued from time to time hereunder pursuant to Advances.


 


1.48         “Trading
Day” shall mean any day during which the Principal Market shall be open for business.


 


1.49         “Valuation
Date” shall have the meaning set forth in Section 12.4(d).


 


1.50         “VWAP”
means, for any Trading Day, the daily volume weighted average price of the Common Stock for such date on the Principal Market as
reported by Bloomberg L.P. (based on a Trading Day from 9:00 a.m. (New York City time) to 4:02 p.m. (New York City time)).


 


ARTICLE
II


ADVANCES


 


2.1           Advances;
Mechanics. Subject to the terms and conditions of this Agreement (including, without limitation, the conditions of Article VII
hereof), the Company, at its sole and exclusive option, may issue and sell to the Investor, and the Investor shall purchase from
the Company, shares of Common Stock on the following terms:


 



    	4



    	 



    

 


(a)          Advance
Notice.  At any time during the Commitment Period, the Company may require the Investor to purchase shares of Common Stock
by delivering an Advance Notice to the Investor, subject to the conditions set forth in Article VII; provided, however, that: (i) the
amount for each Advance as designated by the Company in the applicable Advance Notice shall not be more than the Maximum Advance
Amount; (ii) the aggregate amount of the Advances pursuant to this Agreement shall not exceed the Commitment Amount; (iii) in
no event shall the number of Shares issuable to the Investor pursuant to an Advance cause the aggregate number of Shares beneficially
owned (as calculated pursuant to Section 13(d) of the Exchange Act) by the Investor and its Affiliates to exceed 9.99%
of the then outstanding Common Stock (the “Ownership Limitation”); and (iv) in
no event shall the aggregate offering price or number of Shares, as the case may be, exceed the aggregate offering price or number
of Shares, as the case may be, available for issuance under the Registration Statement (the “Registration Limitation”).
Notwithstanding any other provision in this Agreement, the Company acknowledges and agrees that upon receipt of an Advance Notice,
the Investor may sell Shares that it is unconditionally obligated to purchase under such Advance Notice prior to taking possession
of such Shares.


 


(b)          Date
of Delivery of Advance Notice.  Advance Notices shall be delivered in accordance with the instructions set forth on the
bottom of Exhibit “A”.  An Advance Notice shall be deemed delivered on: (i) the Trading
Day it is received by the Investor, if such Advance Notice is received prior to 5:00 pm, Eastern Time; or (ii) the immediately
succeeding Trading Day if such Advance Notice is received by Investor after 5:00 pm, Eastern Time, on a Trading Day or at any time
on a day which is not a Trading Day.  No Advance Notice may be deemed delivered on a day that is not a Trading Day. The Company
may not deliver an Advance Notice to Investor unless at least five (5) Trading Days have elapsed since the immediately preceding
Advance Notice Date.


 


(c)          Ownership
Limitation.  In connection with each Advance Notice delivered by the Company, any portion of an Advance that would cause
the Investor to exceed the Ownership Limitation shall automatically be deemed to be withdrawn by the Company with no further action
required by the Company.


 


(d)          Registration
Limitation.  In connection with each Advance Notice, any portion of an Advance that would cause the Investor to exceed
the Registration Limitation shall automatically be deemed to be withdrawn by the Company with no further action required by the
Company. 


 


2.2           Closings. 
Each Closing shall take place on the Advance Settlement Date in accordance with the procedures set forth below.  In connection
with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below:


 


(a)          Within
one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall
deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount
of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market
Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during
the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance
(which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account
the terms and conditions of this Agreement.  The Settlement Document shall be in the form attached hereto as Exhibit “B”.


 



    	5



    	 



    

 


(b)          Upon
receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than
one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained
all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall
have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all
laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed
a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects
as of each Condition Satisfaction Date.


 


(c)          On
each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares
registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and
confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided
by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust
Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon
by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective
Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price
in same day funds to an account designated by the Company.  In the event the Shares cannot be delivered through the Deposit
Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue
and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor
or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional
amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares
delivered pursuant hereto shall be free of restrictive legends.


 


(d)          On
or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents,
instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect
the transactions contemplated herein.


 


2.3           Hardship. 
In the event the Investor sells shares of the Company’s Common Stock after receipt of an Advance Notice and the Company fails
to perform its obligations as mandated in Section 2.2, the Company agrees that in addition to and in no way limiting the rights
and obligations set forth in Article V hereto, and in addition to any other remedy to which the Investor is entitled at law
or in equity, including, without limitation, specific performance, the Investor shall be entitled to an injunction or injunctions
to prevent such breaches of this Agreement and to specifically enforce, without the posting of a bond or other security, the terms
and provisions of this Agreement.


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF INVESTOR


 


Investor hereby represents
and warrants to, and agrees with, the Company that the following are true and correct as of the date hereof:


 



    	6



    	 



    

 


3.1           Organization
and Authorization.  The Investor is duly organized, validly existing and in good standing under the laws of the Cayman
Islands and has all requisite power and authority to purchase and hold the Shares.  The decision to invest and the execution
and delivery of this Agreement by such Investor, the performance by such Investor of its obligations hereunder and the consummation
by such Investor of the transactions contemplated hereby have been duly authorized and requires no other proceedings on the part
of the Investor.  The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments
on behalf of the Investor.  This Agreement has been duly executed and delivered by the Investor and, assuming the execution
and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor,
enforceable against the Investor in accordance with its terms.


 


3.2           Evaluation
of Risks.  The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating
the merits and risks of, and bearing the economic risks entailed by, an investment in the Company and of protecting its interests
in connection with this transaction.  It recognizes that its investment in the Company involves a high degree of risk.


 


3.3           Investment
Purpose. The securities are being purchased by the Investor for its own account, and for investment purposes.  The Investor
agrees not to assign or in any way transfer the Investor’s rights to the securities or any interest therein and acknowledges
that the Company will not recognize any purported assignment or transfer except in accordance with applicable Federal and state
securities laws.  No other person has or will have a direct or indirect beneficial interest in the securities.  The Investor
agrees not to sell, hypothecate or otherwise transfer the Investor’s securities unless the securities are registered under
Federal and applicable state securities laws or unless, in the opinion of counsel satisfactory to the Company, an exemption from
such laws is available.


 


3.4           Investor
Status.  The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of
Regulation D of the Securities Act.


 


3.5           No
Legal Advice From the Company.  The Investor acknowledges that it had the opportunity to review this Agreement and the
transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors.  The Investor is relying
solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives
or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement
or the securities laws of any jurisdiction.


 


3.6           Not
an Affiliate.  The Investor is not an officer, director or a Person that directly or indirectly, through one or more intermediaries,
controls or is controlled by, or is under common control with the Company or any Affiliate of the Company.


 


3.7           Trading
Activities.  The Investor’s trading activities with respect to the Company’s Common Stock shall be in compliance
with all applicable federal and state securities laws, rules and regulations and the rules and regulations of the Principal
Market on which the Common Stock is listed or traded.  Neither the Investor nor its Affiliates has an open short position
in the Common Stock, and the Investor agrees that it shall not, and that it will cause its Affiliates not to engage in any short
sales of the Common Stock during the Commitment Period; provided that the Company acknowledges and agrees that upon receipt of
an Advance Notice the Investor has the right to sell the Shares to be issued to the Investor pursuant to the Advance Notice prior
to receiving such Shares, subject to the limitations set forth in this Section.


 



    	7



    	 



    

 


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


Except as stated
below, on the disclosure schedules attached hereto, if any, or in the SEC Documents, the Company hereby represents and warrants
to the Investor that the following are true and correct as of the Effective Date:


 


4.1           SEC
Documents; Financial Statements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and the Company
has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the
Exchange Act (all of the foregoing filed within the two (2) years preceding the date hereof or amended after the date hereof and
all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being
hereinafter referred to as the “SEC Documents”). The Company is current with its filing obligations under
the Exchange Act and all SEC Documents have been filed on a timely basis or the Company has received a valid extension of such
time of filing and has filed any such SEC Document prior to the expiration of any such extension. As of their respective dates,
the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of
the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with
the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all
material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.
Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied,
during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto;
or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary
statements) and fairly present the financial position of the Company as of the dates thereof and the results of its operations
and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
No other information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents contains
any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein,
in the light of the circumstance under which they are or were made, not misleading.


 


4.2           Organization
and Qualification.  The Company is duly incorporated, validly existing and in good standing under the laws of the jurisdiction
of its incorporation and has all requisite corporate power to own its properties and to carry on its business as now being conducted. 
Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every
jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that
the failure to be so qualified or be in good standing would not have a Material Adverse Effect.


 



    	8



    	 



    

 


4.3           Authorization,
Enforcement, Compliance with Other Instruments.  (i) The Company has the requisite corporate power and authority
to enter into and perform this Agreement and any related agreements, in accordance with the terms hereof and thereof; (ii) the
execution and delivery of this Agreement and any related agreements by the Company and the consummation by it of the transactions
contemplated hereby and thereby, have been duly authorized by the Company’s Board of Directors and no further consent or
authorization is required by the Company, its Board of Directors or its stockholders; (iii) this Agreement and any related
agreements have been duly executed and delivered by the Company; (iv) this Agreement and assuming the execution and delivery
thereof and acceptance by the Investor, any related agreements, constitute the valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity
or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally,
the enforcement of creditors’ rights and remedies.


 


4.4           Capitalization. 
The authorized capital stock of the Company consists of 150,000,000 shares of Common Stock, of which 99,834,988 shares of Common
Stock are issued and outstanding as of the date hereof. There is no preferred stock authorized, issued or outstanding as of the
date hereof.  All of such outstanding shares have been validly issued and are fully paid and nonassessable. The Common Stock
is currently quoted on the OTC Bulletin Board under the trading symbol “CNOZ.”  Except as disclosed in the SEC
Documents, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company.  Except as disclosed in the SEC Documents, as of the date hereof: (i) there are
no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to,
or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts,
commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional
shares of capital stock of the Company or any of its subsidiaries, or options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the
Company or any of its subsidiaries; (ii) there are no outstanding debt securities; (iii) there are no outstanding registration
statements; and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated
to register the sale of any of their securities under the Securities Act (except pursuant to this Agreement).  There are no
securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related
agreement or the consummation of the transactions described herein or therein.  The Company has furnished or made available
to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the
date hereof (the “Certificate of Incorporation”), and 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 and the material rights of the holders thereof in respect thereto.


 



    	9



    	 



    

 


4.5           No
Conflict.  The execution, delivery and performance of this Agreement by the Company and the consummation by the Company
of the transactions contemplated hereby will not: (i) result in a violation of the Certificate of Incorporation, any certificate
of designations of any outstanding series of Preferred Stock of the Company or By-laws; or (ii) conflict with or constitute
a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of
its subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations and the rules and regulations of the Principal Market on which the Common Stock
is quoted) applicable to the Company or any of its subsidiaries or by which any material property or asset of the Company is bound
or affected and which would cause a Material Adverse Effect.  Except as disclosed in the SEC Documents, neither the Company
nor its subsidiaries is in violation of any term of or in default under its Certificate of Incorporation or By-laws or their organizational
charter or by-laws, respectively, or any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment,
decree or order or any statute, rule or regulation applicable to the Company or its subsidiaries that would cause a Material
Adverse Effect.  The business of the Company and its subsidiaries is not being conducted in violation of any material law,
ordinance or regulation of any governmental entity.  Except as specifically contemplated by this Agreement and as required
under the Securities Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform
any of its obligations under or contemplated by this Agreement in accordance with the terms hereof or thereof.  All consents,
authorization, orders, filings and registrations which the Company is required to make or obtain pursuant to the preceding sentence
have been obtained or effected on or prior to the date hereof.  The Company and its subsidiaries are not aware of any fact
or circumstance which might give rise to any of the foregoing.


 


4.6           No
Default.  Except as disclosed in the SEC Documents, the Company is not in default in the performance or observance of
any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust or other material
instrument or agreement to which it is a party or by which it is or its property is bound, and neither the execution, nor the delivery
by the Company, nor the performance by the Company of its obligations under this Agreement or any of the exhibits or attachments
hereto, will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or
result in the creation or imposition of any lien or charge on any assets or properties of the Company, under its Certificate of
Incorporation, By-Laws, any material indenture, mortgage, deed of trust or other material agreement applicable to the Company or
instrument to which the Company is a party or by which it is bound, or any statute, or any decree, judgment, order, rules or
regulation of any court or governmental agency or body having jurisdiction over the Company or its properties, in each case which
default, lien or charge is likely to cause a Material Adverse Effect.


 


4.7           Intellectual
Property Rights.  The Company and its subsidiaries own or possess adequate rights or licenses to use all material trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted.  The
Company and its subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries of trademark, trade
name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations,
trade secret or other similar rights of others, and, to the knowledge of the Company, there is no claim, action or proceeding being
made or brought against, or to the Company’s knowledge, being threatened against the Company or its subsidiaries, regarding
trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations,
trade secret or other infringement; and the Company is not aware of any facts or circumstances which might give rise to any of
the foregoing.


 


4.8           Employee
Relations.  Neither the Company nor any of its subsidiaries is involved in any labor dispute nor, to the knowledge of
the Company or any of its subsidiaries, is any such dispute threatened.  None of the Company’s or its subsidiaries’
employees is a member of a union and the Company and its subsidiaries believe that their relations with their employees are good.


 



    	10



    	 



    

 


4.9           Environmental
Laws.  The Company and its subsidiaries are: (i) in compliance with any and all applicable material foreign, federal,
state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants (“Environmental Laws”); (ii) have received all
permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;
and (iii) are in compliance with all terms and conditions of any such permit, license or approval, in each case except where
such noncompliance or nonreceipt would not, individually or in the aggregate, have a Material Adverse Effect.


 


4.10         Title. 
Except as set forth in the SEC Documents, the Company has good and marketable title to its properties and material assets owned
by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest, other than such as are
not material to the business of the Company.  Any real property and facilities held under lease by the Company and its subsidiaries
are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with
the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.


 


4.11         Insurance. 
The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary for similarly situated companies in
the businesses in which the Company and its subsidiaries are engaged.  The Company has not been refused any insurance coverage
sought or applied for and the Company does not have any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue
its business at a cost that would not have a Material Adverse Effect.


 


4.12         Regulatory
Permits.  The Company and its subsidiaries possess all material certificates, authorizations and permits issued by the
appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the
Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate,
authorization or permit.


 


4.13         Internal
Accounting Controls.  The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient
to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific
authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in
accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


4.14         No
Material Adverse Breaches, etc.  Except as set forth in the SEC Documents, neither the Company nor any of its subsidiaries
is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which,
in the judgment of the Company’s officers, has or is expected in the future to have a Material Adverse Effect on the Company
or its subsidiaries, taken as a whole.


 



    	11



    	 



    

 


4.15         Absence
of Litigation.  Except as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation
before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the
Company, the Common Stock or any of the Company’s subsidiaries, wherein an unfavorable decision, ruling or finding would
have a Material Adverse Effect.


 


4.16         Subsidiaries. 
Except as disclosed in the SEC Documents, the Company does not presently own or control, directly or indirectly, any interest in
any other Person.


 


4.17         Tax
Status.  Except as disclosed in the SEC Documents, the Company and each of its subsidiaries has made or filed all foreign,
federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject
and (unless and only to the extent that the Company and each of its subsidiaries has set aside on its books provisions reasonably
adequate for the payment of all unpaid and unreported taxes) has paid all taxes and other governmental assessments and charges
that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested
in good faith, and the Company and its subsidiaries have set aside on their respective books provision reasonably adequate for
the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply.  There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the
Company know of no basis for any such claim.


 


4.18         Certain
Transactions.  Except as set forth in the SEC Documents, none of the officers, directors, or employees of the Company
is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge
of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a
substantial interest or is an officer, director, trustee or partner.


 


4.19         The
Shares. The Shares have been duly authorized and, when issued, delivered and paid for pursuant to this Agreement, will be validly
issued and fully paid and non-assessable, free and clear of all liens, claims and encumbrances of any nature or kind, and will
be issued in compliance with all applicable United States federal and state securities laws. The capital stock of the Company,
including the Common Stock, shall conform in all material respects to the description thereof to be contained in the Registration
Statement. Neither the stockholders of the Company, nor any other Person, have any preemptive rights or rights of first refusal
with respect to the Shares or, except as set forth in the SEC Documents, other rights to purchase or receive any of the Shares
or any other securities or assets of the Company, and no Person has the right, contractual or otherwise, to cause the Company to
issue to it, or register pursuant to the Securities Act, any shares of capital stock or other securities or assets of the Company
upon the issuance or sale of the Shares. The Company is not obligated to offer the Shares on a right of first refusal basis or
otherwise to any third parties including, without limitation, to current or former shareholders of the Company, underwriters, brokers,
or agents.


 


4.20         Dilution. 
The Company is aware and acknowledges that issuance of the Shares could cause dilution to existing shareholders and could significantly
increase the outstanding number of shares of Common Stock.


 



    	12



    	 



    

 


4.21         Acknowledgment
Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the
capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Company
further acknowledges that the Investor 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 hereunder and any advice given by the Investor or any of its representatives
or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s
purchase of the Shares hereunder.  The Company is aware and acknowledges that it may not be able to request Advances under
this Agreement until a Registration Statement becomes effective, and only in compliance with the rules of the Principal Market. 
The Company further is aware and acknowledges that any fees paid or shares issued pursuant to Section 12.4 hereunder shall
be earned as of the Effective Date and are not refundable or returnable under any circumstances.


 


ARTICLE
V


INDEMNIFICATION


 


The Investor and the
Company covenant to the other the following with respect to itself:


 


5.1           Indemnification
by the Company. In consideration of the Investor’s execution and delivery of this Agreement, and in addition to all of
the Company’s other obligations under this Agreement, the Company shall, and does hereby agree to, defend, protect, indemnify
and hold harmless the Investor, and all of the Investor’s affiliates and subsidiaries, and each Person who controls the Investor
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the officers, directors,
partners, members, employees and agents of each of them (collectively, the “Investor Indemnitees”), from
and against any and all actions, causes of action, suits, claims, demands, threats and proceedings (collectively, the “Claims”),
and the Company agrees to reimburse the Investor Indemnitees, or any of them, for any and all losses, costs, penalties, fees, liabilities,
obligations, judgments, expenses, and damages, including, without limitation, reasonable attorneys’ fees, paralegals’
fees and other costs, expenses and disbursements reasonably incurred by the Investor Indemnities, or any of them, in connection
with investigating, defending or settling any such Claims, including such expenses incurred throughout all trial and appellate
levels and administrative and bankruptcy proceedings (collectively, the “Indemnified Liabilities”), suffered
or incurred by the Investor Indemnitees, or any of them, as a result of, or arising out of, or relating to: (a) any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares
as originally filed or in any amendment thereof, or in any related prospectus, or in supplement, or in any amendment thereof or
supplement thereto, or arising out of or which are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading; provided, however, that
the Company will not be liable in any such case to the extent that any such Indemnified Liabilities arise out of or are based upon
any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any misrepresentation
or breach of any representation or warranty made by the Company in this Agreement or any other certificate, instrument or document
contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation of the Company contained in this Agreement
or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against
the Investor Indemnitees, or any of them, not arising out of any action or inaction of an Investor Indemnitee, and arising out
of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or
agreement executed pursuant hereto or thereto by any of the Investor Indemnitees.  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, which is permissible under applicable law.


 



    	13



    	 



    

 


5.2           Indemnification
by Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the
Investor’s other obligations under this Agreement, the Investor shall, and does hereby agree to, defend, protect, indemnify
and hold harmless the Company, and all of the Company’s subsidiaries, and each Person who controls the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the officers, directors, partners,
members, employees and agents of each of them (collectively, the “Company Indemnitees”), from and against
any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities,
suffered or incurred by the Company Indemnitees, or any of them, as a result of, or arising out of, or relating to: (a) any
untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of
the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement
thereto, or arising out of or which are based upon the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, but only to the extent that any such untrue statement
or alleged untrue statement or omission or alleged omission was in connection with information furnished to the Company by Investor
specifically for inclusion therein; provided, however, that the Investor will not be liable in any such case to the
extent that any such Indemnified Liabilities arise out of or are based upon any such untrue statement or alleged untrue statement
or omission or alleged omission made therein by the Company; (b) any misrepresentation or breach of any representation or warranty
made by the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any
breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument
or document contemplated hereby or thereby; and (d) any Claim brought or made against the Company Indemnitees, or any of them,
not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery,
performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto
by any of the Company Indemnitees.  To the extent that the foregoing undertaking by the Investor may be unenforceable for
any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities,
which is permissible under applicable law.


 



    	14



    	 



    

 


5.3           Notice
of Claim. For purposes of this Article V, a party that is subject to a Claim and entitled to indemnification hereunder is sometimes
hereinafter referred to as the “Indemnitee,” and the party having the obligation to indemnify the other
is sometimes hereinafter referred to as the “Indemnitor.” Promptly after receipt by an Indemnitee of
notice of the commencement of any Claim involving an Indemnified Liability, such Indemnitee shall, if an Indemnified Liability
in respect thereof is to be made against any Indemnitor, deliver to the Indemnitor a written notice of the commencement thereof;
provided, however, that the failure to so notify the Indemnitor: (i) will not relieve the Indemnitor of liability under this Article V,
unless and to the extent the Indemnitor did not otherwise learn of such Claim and such failure results in the forfeiture by the
Indemnitor of substantial rights and defenses; and (ii) will not, in any event, relieve the Indemnitor from any obligations to
the Indemnitee, other than those indemnity obligations provided in this Article V.  In the case of parties indemnified
pursuant to Section 5.1 above, counsel to the Indemnitee shall be selected by the Company, and, in the case of parties indemnified
pursuant to Section 5.2 above, counsel to the Indemnitee shall be selected by the Investor. An Indemnitor may participate,
at its own expense, in the defense of any such Claim; provided, however, that counsel to the Indemnitor shall not
(except with the consent of the Indemnitee) also be counsel to the Indemnitee. In no event shall the Indemnitor be liable for fees
and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all Indemnitees in
connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances. The Indemnitee shall cooperate fully with the Indemnitor in connection with any negotiation or defense
of any Claim, and the Indemnitee shall furnish to the Indemnitor all information reasonably available to the Indemnitee which relates
to such Claim. The Indemnitor shall keep the Indemnitee fully apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. An Indemnitor will not, without the prior written consent of the Indemnitee, settle or compromise
or consent to the entry of any judgment with respect to any pending or threatened Claim in respect of which indemnification or
contribution may be sought under this Agreement (whether or not the Indemnitees are actual or potential parties to such Claim)
unless: (i) such settlement, compromise or consent includes an unconditional release of each Indemnitee from all liability
arising out of such Claim; and (ii) such settlement, compromise or consent does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any Indemnitee.  Following indemnification as provided for hereunder,
the Indemnitor shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating
to the matter for which indemnification has been made.


 


5.4           Contribution.
In the event that the indemnity provided in Section 5.1 or Section 5.2 is unavailable to or insufficient to hold harmless
an Indemnitee for any reason, the Company and the Investor, as applicable, severally agree to contribute to the aggregate Indemnified
Liabilities to which the Company and the Investor may be subject, as applicable, in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and by the Investor on the other from transactions contemplated by
this Agreement. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and
the Investor severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company on the one hand and of the Investor on the other in connection with the statements or omissions
which resulted in such Indemnified Liabilities as well as any other relevant equitable considerations. Benefits received by the
Company shall be deemed to be equal to the total proceeds from the offering (net of underwriting discounts and commissions but
before deducting expenses) received by it, and benefits received by the Investor shall be deemed to be equal to the total discounts
received by the Investor. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided
by the Company on the one hand or the Investor on the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or omission. The Company and the Investor agree that it
would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which
does not take account of the equitable considerations referred to above. The aggregate amount of Indemnified Liabilities incurred
by an Indemnitee and referred to above in this Article V shall be deemed to include any legal or other expenses reasonably
incurred by such Indemnitee in investigating, preparing or defending against any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission. Notwithstanding the provisions of this Section 5.4, the Investor shall not be required
to contribute any amount in excess of the amount by which the Purchase Price for Shares actually purchased pursuant to this Agreement
exceeds the amount of any damages which the Investor has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
For purposes of this Article V, each Person who controls the Investor within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act and each director, officer, employee and agent of the Investor shall have the same rights
to contribution as the Investor, and each Person who controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms
and conditions of this Section 5.4.


 



    	15



    	 



    

 


5.5           Remedies.
The remedies provided for in this Article V are not exclusive and shall not limit any rights or remedies which may otherwise
be available to any Indemnitee.


 


5.6           Survival.
The obligations of the parties to indemnify or make contribution under this Article V shall survive termination of this Agreement.


 


ARTICLE
VI


COVENANTS OF THE COMPANY


 


6.1           Registration
Rights. The Company shall cause the Registration Rights Agreement to remain in full force and effect and the Company shall
comply in all material respects with the terms thereof.


 


6.2           Listing
of Common Stock. The Company shall maintain the Common Stock’s authorization for quotation on a Principal Market, including
the OTC Markets.


 


6.3           Exchange
Act Registration. The Company will cause its Common Stock to continue to be registered under the Exchange Act, will file in
a timely manner all reports and other documents required of it as a reporting company under the Exchange Act and will not take
any action or file any document (whether or not permitted by Exchange Act or the rules thereunder) to terminate or suspend such
registration or to terminate or suspend its reporting and filing obligations under said Exchange Act.


 


6.4           Transfer
Agent Instructions. Not later than two (2) business days after each Advance Notice Date and prior to each Closing and the effectiveness
of the Registration Statement and resale of the Common Stock by the Investor, the Company will deliver instructions to its transfer
agent to issue shares of Common Stock free of restrictive legends.


 


6.5           Corporate
Existence. The Company will take all steps necessary to preserve and continue the corporate existence of the Company.


 



    	16



    	 



    

 


6.6           Notice
of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will immediately notify the Investor
upon its becoming aware of the occurrence of any of the following events in respect of a Registration Statement or related prospectus
relating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other
Federal or state governmental authority, during the period of effectiveness of the Registration Statement, for amendments or supplements
to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other Federal or state governmental authority
of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;
(iii) receipt 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; (iv)
the happening of any event that makes any statement made in the Registration Statement or related prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in
the Registration Statement, related prospectus or such other documents so that, in the case of the Registration Statement, 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 not misleading, and that in the case of the related prospectus, 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 the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination
that a post-effective amendment to the Registration Statement would be appropriate, in which event the Company will promptly make
available to the Investor any such supplement or amendment to the Registration Statement and related prospectus. The Company shall
not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.


 


6.7           Expectations
Regarding Advance Notices. Within ten (10) days after the commencement of each calendar quarter occurring subsequent to the
commencement of the Commitment Period, the Company must notify the Investor, in writing, as to its reasonable expectations as to
the dollar amount it intends to raise during such calendar quarter, if any, through the issuance of Advance Notices. Such notification
shall constitute only the Company’s good faith estimate and shall in no way obligate the Company to raise such amount, or
any amount, or otherwise limit its ability to deliver Advance Notices.


 


6.8           Intentionally
Deleted.


 


6.9           Consolidation;
Merger.  The Company shall not, at any time after the Effective Date, effect any merger or consolidation of the Company
with or into, or a transfer of all or substantially all the assets of the Company to, another entity (a “Consolidation
Event”), unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the
obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to
this Agreement.


 


6.10         Issuance
of the Company’s Common Stock.  The sale of the shares of Common Stock by the Company to the Investor hereunder
shall be made in accordance with the provisions and requirements of the Securities Act and Regulation D and any applicable state
securities law.


 


6.11         Expenses. 
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all
expenses incident to the performance of its obligations hereunder, including, without limitation: (i) the preparation, printing
and filing of the Registration Statement and each amendment and supplement thereto, of each related prospectus and of each amendment
and supplement thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement; (iii)
all fees and disbursements of the Company’s counsel, accountants and other advisors; (iv) the qualification of the Shares
under securities laws in accordance with the provisions of this Agreement, including filing fees in connection therewith; (v) the
fees and expenses incurred in connection with the listing or qualification of the Shares for trading on the Principal Market; or
(vi) filing fees of the SEC, the Principal Market and any other regulatory or governmental body or authority.


 



    	17



    	 



    

 


6.12         Compliance
with Laws. The Company will not, directly or indirectly, take any action designed to cause or result in, or that constitutes
or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company or
which caused or resulted in, or which would in the future reasonably be expected to cause or result in, stabilization or manipulation
of the price of any security of the Company.


 


6.13         Opinion
of Counsel. Prior to the date of the first Advance Notice, the Investor shall have received an opinion letter from counsel
to the Company reasonably acceptable to the Investor, containing, at a minimum, the opinions set forth in Exhibit “C”
attached hereto.


 


6.14         Review
of Public Disclosures.  None of the public disclosures made by the Company, including, without limitation, press releases,
investor relations materials, and scripts of analysts meetings and calls will contain any untrue statements of material fact, nor
will they omit to state any material fact required to be stated therein necessary to make the statements made in light of the circumstances
under which they were made, not misleading.


 


6.15         Opinion
of Counsel Concerning Resales.  Provided that the Investor’s resale of Common Stock received pursuant to this Agreement
may be freely sold by the Investor either pursuant to an effective Registration Statement, in accordance with Rule 144, or
otherwise, the Company shall obtain for the Investor, at the Company’s expense, any and all opinions of counsel which may
be required by the Company’s transfer agent to issue such shares free of restrictive legends, or to remove legends from such
shares.


 


6.16         Sales.
Without the written consent of the Investor, the Company will not, directly or indirectly, offer to sell, sell, contract to sell,
grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Shares offered pursuant to the provisions
of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire
Common Stock, during the period beginning on the 5th Trading Day immediately prior to an Advance Notice Date and ending on the
2nd Trading Day immediately following the corresponding Advance Settlement Date.


 


6.17         Insider
Trading. Notwithstanding any other provision of this Agreement, the Company shall not deliver an Advance Notice during any
period in which the Investor is in possession of material non-public information.


 


ARTICLE
VII


CONDITIONS FOR ADVANCE AND CONDITIONS
FOR CLOSING


 


The right of the Company
to deliver an Advance Notice and the obligations of the Investor hereunder to acquire Shares and pay for Shares of the Company’s
Common Stock is subject to the satisfaction by the Company, on each Advance Notice Date and on each Advance Settlement Date
(a “Condition Satisfaction Date”), of each of the following conditions:


 



    	18



    	 



    

 


7.1           Accuracy
of the Company’s Representations and Warranties.  The representations and warranties of the Company shall be true
and correct in all material respects.


 


7.2           Registration
of the Common Stock with the SEC.  The Company shall have filed with the SEC a Registration Statement with respect to
the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement. As set forth in the
Registration Rights Agreement, the Registration Statement shall have been declared effective by the SEC and shall remain effective
on each Condition Satisfaction Date, and: (i) neither the Company nor the Investor shall have received notice that the SEC has
issued or intends to issue a stop order with respect to the Registration Statement, or that the SEC otherwise has suspended or
withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened to do
so (unless the SEC’s concerns have been addressed and the Investor is satisfied, in its sdole discretion, that the SEC no
longer is considering or intends to take such action); and (ii) no other suspension of the use or withdrawal of the effectiveness
of the Registration Statement or related prospectus shall exist. The Registration Statement must have been declared effective by
the SEC prior to the first Advance Notice Date.


 


7.3           Authority. 
The Company shall have obtained all permits and qualifications required by any applicable state for the offer and sale of the Shares,
or shall have the availability of exemptions therefrom.  The sale and issuance of the Shares shall be legally permitted by
all laws and regulations to which the Company is subject.


 


7.4           No
Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company
of any request for additional information from the SEC or any other federal or state governmental, administrative or self regulatory
authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments
or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or related
prospectus, or any document incorporated or deemed to be incorporated therein by reference, untrue in any material respect or that
requires the making of any changes in the Registration Statement, related Prospectus or documents so that, in the case of the Registration
Statement, 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 not misleading, and that in the case of the related prospectus, 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 the light of the circumstances under and as of the date which they were made, not misleading; and
(v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be required.


 


7.5           Fundamental
Changes. There shall not exist any fundamental changes to the information set forth in the Registration Statement which would
require the Company to file a post-effective amendment to the Registration Statement.


 



    	19



    	 



    

 


7.6           Performance
by the Company.  The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to
each Condition Satisfaction Date.


 


7.7           No
Injunction.  No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly and adversely
affects any of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have a Material
Adverse Effect.


 


7.8           No
Suspension of Trading in or Delisting of Common Stock.  The Common Stock is trading on a Principal Market and all of the
Shares issuable pursuant to such Advance Notice will be listed or quoted for trading on such Principal Market and the Investor
believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable
future.  The issuance of Shares with respect to the applicable Advance Notice will not violate the shareholder approval requirements
of the Principal Market.  The Company shall not have received any notice threatening the continued listing of the Common Stock
on the Principal Market.


 


7.9           Authorized. 
There shall be a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance
of all of the Shares issuable pursuant to such Advance Notice.


 


7.10         Executed
Advance Notice.  The Investor shall have received the Advance Notice executed by an officer of the Company and the representations
contained in such Advance Notice shall be true and correct as of each Condition Satisfaction Date.


 


7.11         Consecutive
Advance Notices.  Except with respect to the first Advance Notice, the Company shall have delivered all Shares relating
to all prior Advances.


 


ARTICLE
VIII


DUE DILIGENCE REVIEW; NON-DISCLOSURE
OF NON-PUBLIC INFORMATION


 


8.1           Due
Diligence Review. Prior to the filing of the Registration Statement, the Company shall make available for inspection and review
by the Investor, advisors to and representatives of the Investor and any underwriter participating in any disposition of the Registrable
Securities on behalf of the Investor pursuant to the Registration Statement, any such Registration Statement or amendment or supplement
thereto, or any blue sky, NASD, FINRA, or other filing, all financial and other records, all SEC Documents and other filings with
the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary or required by the Investor
and any such advisors, representatives and underweriters, and cause the Company’s officers, directors and employees to supply
all such information requested by the Investor or any such representative, advisor or underwriter in connection with such Registration
Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any
of them), prior to and from time to time after the filing and effectiveness of the Registration Statement, for the sole purpose
of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to
conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement.


 



    	20



    	 



    

 


8.2           Company
Non-Public Information.


 


(a)          Nothing
herein shall require the Company to disclose non-public information to the Investor or its advisors or representatives, unless
prior to disclosure of such information, the Company identifies such information as being non-public information and provides the
Investor, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for
review. The Company may, as a condition to disclosing any non-public information hereunder, require the Investor and its advisors
and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Investor.


 


(b)          The
Company represents that it does not disseminate non-public information in violation of the Exchange Act or Securities Act to any
investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however,
that notwithstanding anything herein to the contrary, the Company will immediately notify the advisors and representatives of the
Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific
event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company
specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus
included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact
required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not
misleading. Nothing contained in this Article VIII shall be construed to mean that such persons or entities other than the
Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain non-public information
in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such
persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that
the Registration Statement contains an untrue statement of material fact or omits a material fact required to be stated in the
Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were
made, not misleading.


 


ARTICLE
IX


CHOICE OF LAW/JURISDICTION


 


This Agreement shall
be governed by and interpreted in accordance with the laws of the State of Florida, without regard to the principles of conflict
of laws.  The parties further agree that any action between them shall be heard in a federal or state court in Broward County,
Florida, and expressly consent to the jurisdiction and venue of the state courts in and for the 17th Judicial Circuit,
sitting in Broward County, Florida and the United States District Court for the Southern District of Florida, for the adjudication
of any civil action asserted pursuant to this paragraph.


 


ARTICLE
X


ASSIGNEMNT;
TERMINATION


 


10.1         Assignment. 
Neither this Agreement nor any rights of the parties hereto may be assigned or delegated to any other Person.


 



    	21



    	 



    

 


10.2         Termination.


 


(a)          This
Agreement and the obligations of Investor to make Advances hereunder shall terminate on the earlier to occur of: (i) twenty-four
(24) months after the Registration Statement is declared effective; or (ii) six (6) months after the “Late Effecitve Deadline”
(as such term is defined in the Registration Rights Agreement), if the Registration Statement has not been declared effective by
such date.


 


(a)          This
Agreement and the obligation of the Investor to make an Advance to the Company pursuant to this Agreement shall terminate permanently
(including with respect to an Advance Settlement Date that has not yet occurred) in the event that: (i) there shall occur
any stop order or suspension of the effectiveness of the Registration Statement for an aggregate of fifty (50) Trading Days, other
than due to the acts of the Investor, during the Commitment Period (provided, however, that this termination provision shall not
apply to any period commencing upon the filing of a post-effective amendment to such Registration Statement and ending upon the
date on which such post effective amendment is declared effective by the SEC); or (ii) the Company shall at any time fail
to comply with any of the terms, covenants or provisions of this Agreement or the Registration Rights Agreement on the part of
the Company to comply with, and such failure is not cured within twenty (20) days after receipt of written notice from the Investor.


 


(b)          Nothing
in this Section 10.2 shall be deemed to release the Company from any liability for any breach under this Agreement, or to
impair the rights of the Investor to compel specific performance by the Company of its obligations under this Agreement or the
Registration Rights Agreement.  The indemnification provisions contained in Article V shall survive termination hereunder.


 


ARTICLE
XI


NOTICES


 


Any notices,
consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing
and in each case properly addressed to the party to receive the same in accordance with the information below, and will be deemed
to have been delivered: (i) if mailed by certified mail, return receipt requested, postage prepaid and properly addressed to the
address below, then three (3) business days after deposit of same in a regularly maintained U.S. Mail receptacle; or (ii) if mailed
by Federal Express, UPS or other nationally recognized overnight courier service, next business morning delivery, then one (1)
business day after deposit of same in a regularly maintained receptacle of such overnight courier; or (iii) if hand delivered,
then upon hand delivery thereof to the address indicated on or prior to 5:00 p.m., EST, on a Trading Day. Any notice hand delivered
after 5:00 p.m., EST, shall be deemed delivered on the following Trading Day. Notwithstanding the foregoing, notice, consents,
waivers or other communications referred to in this Agreement may be sent by facsimile, e-mail, or other method of delivery, but
shall be deemed to have been delivered only when the sending party has confirmed (by reply e-mail or some other form of written
confirmation) that the notice has been received by the other party.  The addresses and facsimile numbers for such communications,
except for Advance Notices which shall be delivered in accordance with Section 2.1(b) hereof, shall be:


 



    	22



    	 



    

 


	If to the Company, to:	Cono Italiano, Inc.
	 	10 Main Street
	 	Keyport, New Jersey 07735
	 	Attention:	Mitchell Brown, President
	 	Telephone:	(732) 241-2699
	 	Facsimile:	(732) 728-0314
	 	E-Mail: mitchhb1@comcast.net
	 	 
	With a copy to:	Lucosky Brookman LLP
	 (which shall not constitute notice)	33 Wood Avenue South, 6th Floor
	 	Iselin, New Jersey 08830
	 	Attention:	Joseph Lucosky, Esq.
	 	Telephone:	(732) 395-4400
	 	Facsimile:	(732) 395-4401
	 	E-Mail:	jlucosky@lucbro.com
	 	 
	If to the Investor:	TCA Global Credit Master Fund, LP
	 	1404 Rodman Street
	 	Hollywood, Florida 33020
	 	Attention:	Robert Press, Director
	 	Telephone:	(786) 323-1650
	 	Facsimile:	(786) 323-1651
	 	E-Mail: bpress@trafcap.com
	 	 
	With a copy to:	David Kahan, P.A.
	 (which shall not constitute notice)	3125 W. Commercial Blvd., Suite 100
	 	Ft. Lauderdale, Florida 33309
	 	Telephone:	(954) 548-3930
	 	Facsimile:	(954) 548-3910
	 	E-Mail:	david@dkpalaw.com


 


ARTICLE
XII


MISCELLANEOUS


 


12.1         Execution;
Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered
one and the same Agreement, and same shall become effective when counterparts have been signed by each party and each party has
delivered its signed counterpart to the other party. In the event that any signature is delivered by facsimile transmission or
by e-mail delivery of a “.pdf” format file or other similar format file, such signature shall be deemed an original
for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as
if such facsimile or “.pdf” signature page was an original thereof.


 


12.2         Entire
Agreement; Amendments.  This Agreement, together with the Registration Rights Agreement, supersedes all other prior oral
or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the
matters discussed herein, and this Agreement, and the instruments referenced herein, including the Registration Rights Agreement,
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, the Investor makes no representation, warranty, covenant or undertaking with respect to such matters. 
No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to be charged
with enforcement.


 



    	23



    	 



    

 


12.3         Reporting
Entity for the Common Stock.  The reporting entity relied upon for the determination of the trading price or trading volume
of the Common Stock on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. 
The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.


 


12.4         Fees.


 


(a)          Legal
and Administrative Fee.  Each of the parties shall pay its own fees and expenses (including the fees of any attorneys,
accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby,
except that the Company shall pay to Investor, upon the execution of this Agreement by the Company, a fee of $7,500 to cover the
Investor’s legal and administrative costs and expenses in connection this Agreement, $5,000 of which the Investor hereby
acknowledges was paid by the Company prior to the date hereof.


 


(b)          Due
Diligence Fees. The Company shall pay to Investor, upon execution of this Agreement by the Company, a fee of $12,500 to cover
the Investor’s due diligence costs and expenses in connection this Agreement.


 


(c)          Advance
Fee. On each Advance Settlement Date, the Company shall pay to the Investor the Advance Fee with respect to each Advance made
hereunder, which Advance Fee shall be deducted by Investor out of the gross proceeds of each Advance.


 


(d)          Facility
Fee. 


 


(i)          Share
Issuance. The Company shall pay to Investor a fee for structuring the facility contemplated hereby by issuing to Investor that
number of shares of the Company’s Common Stock that equal to a dollar amount equal to $52,500.00 (the “Share
Value”). For purposes of determining the number of shares issuable to Investor under this Section 12.4(d) (the “Facility
Fee Shares”), the Company’s Common Stock shall be valued at the VWAP as of the close of the business day immediately
prior to the date the Company executes this Agreement (the “Valuation Date”). The Investor shall confirm
to the Company in writing, the VWAP for the Common Stock as of the Valuation Date, and the corresponding number of Shares issuable
to the Investor based on such price. The Company shall instruct its transfer agent to issue certificates representing the Facility
Fee Shares issuable to the Investor immediately upon the Company’s execution of this Agreement, and shall cause its transfer
agent to deliver such certificates to Investor within within three (3) Trading Days from the date the Company executes this Agreement.
In the event such certificates representing the Facility Fee Shares issuable hereunder shall not be delivered to the Investor within
said three (3) Trading Day period, same shall be an immediate default under this Agreement and Investor shall have no obligation
to make any Advances hereunder until such default is cured. The Facility Fee Shares, when issued, shall be deemed to be validly
issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Facility Fee Shares shall be deemed fully
earned as of the date the Company executes this Agreement, regardless of the amount of Advances, if any, that the Company is able
to, or chooses to, request hereunder.  The Facility Fee Shares shall be deemed Registrable Securities hereunder and shall
be included on any registration statement filed by the Company after the date hereof, unless such shares may be resold without
any limitation of any kind pursuant to Rule 144.


 



    	24



    	 



    

 


(ii)         Adjustments.
It is the intention of the Company and Investor that the value of the Facility Fee Shares on a date that is nine (9) months after
the Valuation Date (the “Nine Month Valuation Date”) shall be equal to the Share Value. Valuation of
the Facility Fee Shares at the Nine Month Valuation Date shall be undertaken by Investor using the VWAP of the Common Stock for
the five (5) Trading Days immediately prior to the Nine Month Valuation Date, as reported by Bloomberg L.P. In the event the value
of the Facility Fee Shares issued to Investor under this Section 12.4(d) (including any proceeds received by the Investor from
sales of the Facility Fee Shares at any time prior to the Nine Month Valuation Date, if any), at the Nine Month Valuation Date,
is less than the Share Value, then the Investor shall so notify the Company and the Company hereby agrees to either: (i) immediately
pay such shortfall in cash to the Investor; or (ii) immediately take all required action necessary or required in order to cause
the issuance of additional shares of the Company’s Common Stock to Investor such that at the Nine Month Valuation Date, the
Investor shall have been issued Facility Fee Shares having an aggregate value, using the valuation methodology set forth above,
equal to the Share Value. In the event the value of the Facility Shares issued to Investor under this Section 12.4(d) (including
any proceeds received by the Investor from sales of the Facility Fee Shares at any time prior to the Nine Month Valuation Date),
at the Nine Month Valuation Date, is more than the Share Value, then the Investor shall so notify the Company and the Investor
hereby agrees to return to the Company such number of Facility Fee Shares such that at the Nine Month Valuation Date, the Investor
shall only retain Facility Fee Shares (or cash proceeds from the sale of Facility Fee Shares) having an aggregate value, using
the valuation methodology set forth above, equal to the Share Value. In the event an additional issuance is required at the Nine
Month Valuation Date, the Company shall instruct its transfer agent to issue certificates representing such additional Facility
Fee Shares to the Investor immediately subsequent to the Investor’s notification to the Company that additional shares are
issuable hereunder, and the Company shall in any event cause its transfer agent to deliver such certificates to Investor within
three (3) Trading Days following the date Investor notifies the Company that additional shares are to be issued hereunder. In the
event such certificates representing such additional shares issuable hereunder shall not be delivered to the Investor within said
three (3) Trading Day period, same shall be an immediate default under this Agreement and Investor shall have no obligation to
make any Advances hereunder until such default is cured.


 


12.5         Brokerage. 
Each of the parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker
who will demand payment of any fee or commission from the other party.  The Company on the one hand, and the Investor, on
the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming
brokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying
party in connection with this Agreement or the transactions contemplated hereby.


 


12.6         Confidentiality. 
If for any reason the transactions contemplated by this Agreement are not consummated, each of the parties hereto shall keep confidential
any information obtained from any other party (except information publicly available or in such party’s domain prior to the
date hereof, and except as required by court order) and shall promptly return to the other parties all schedules, documents, instruments,
work papers or other written information without retaining copies thereof, previously furnished by it as a result of this Agreement
or in connection herein.


 



    	25



    	 



    

 


[SIGNATURES ON THE FOLLOWING PAGE]


 



    	26



    	 



    

IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed as of the date and year set forth above.


 


	 	COMPANY:
	 	 
	 	CONO ITALIANO, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	INVESTOR:
	 	 
	 	TCA GLOBAL CREDIT MASTER FUND, LP
	 	 	 
	 	By:	TCA Global Credit Fund GP, Ltd., its general partner


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 



    	27



    	 



    

 


EXHIBIT “A”


 


FORM OF ADVANCE NOTICE


 


[CONO ITALIANO, INC. LETTERHEAD]


 


The undersigned, ________________________,
hereby certifies, with respect to the sale of shares of Common Stock of Cono Italiano, Inc. (the “Company”)
issuable in connection with this Advance Notice, which Advance Notice is being delivered pursuant to the Committed Equity Facility
between the Company and TCA Global Credit Master Fund, LP dated as of February 27, 2012 (the “Agreement”),
as follows:


 


1.          The
undersigned is the duly elected _______________________ of the Company.


 


2.          There
are no fundamental or material changes to the information set forth in the Registration Statement which would require the Company
to file a post-effective amendment to the Registration Statement.


 


3.          The
Company has performed all of the covenants and agreements to be performed by the Company under the Agreement, and the Company has
complied in all material respects with all obligations and conditions contained in the Agreement on or prior to the Advance Notice
Date, and the Company shall continue to perform and comply with all covenants and agreements to be performed by the Company through
the applicable Advance Settlement Date. All conditions under the Agreement to the delivery of this Advance Notice are satisfied
as of the date hereof. Since the date of the Company’s last financial statements, there has been no Material Adverse Change.


 


4.          The
undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required
to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities
Exchnage Act of 1934). All SEC Filings and other public disclosures made by the Company, including, without limitation, all press
releases, analysts meetings, calls, etc. (collectively, the “Public Disclosures”), have been reviewed
and approved for release by the Company’s attorneys or general counsel and, if containing financial information, the Company’s
independent certified public accountants. None of the Company’s Public Disclosures contain any 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 the light
of the circumstances under which they were made, not misleading.


 


5.          The
Advance requested by this Advance Notice is for the sale of __________ Shares.


 


6.          9.99%
of the outstanding Common Stock of the Company as of the date hereof is _____________.


 


7.          The
sale of the number of Shares requested by this Advance Notice does not exceed the Ownership Limitation, the Registration Limitation,
the Maximum Advance Amount or the Commitment Amount.


 



    	 



    	 



    

 


The undersigned has
executed this Advance Notice as of the _____ day of _____________, 20___.


 


CONO ITALIIANO, INC.


 


By:_____________________________


Name:___________________________


Title:____________________________


 


________________________________________________________________


 


Please deliver this Advance Notice by mail, e-mail or facsimile
with a follow up phone call to:


____________________________


____________________________


____________________________


____________________________


 



    	 



    	 



    

 


EXHIBIT “B”


 


FORM OF SETTLEMENT DOCUMENT


 


Via E-Mail and Facsimile


Cono Italiano, Inc.


Attn: CEO


Fax: _________________


E-Mail: mitchhb1@comcast.net


 


Below please find the settlement information with respect
to the Advance Notice dated:___________


 


	1.	(a) Amount of Advance Notice:	$
	 	 
	(b) Amount of Advance Notice after adjusting for Ownership Limitation, Registration Limitation, Maximum Advance Amount and Committed Amount, if applicable:	$
	 	 	 
	2. 	Market Price: (VWAP of the Common Stock during the relevant Pricing Period of ________________ to __________________).	$
	 	 	 
	3. 	Purchase Price (Market Price X 95%) per share:	$
	 	 	 
	4. 	Number of Shares due to Investor computed by dividing 1(b) above by 3 above:	 


 


Please issue the number of Shares due to the Investor to
the account of the Investor as follows:


______________________


______________________


______________________


 


	 	Sincerely,
	 	 
	 	TCA Global Credit Master Fund, LP


 


Approved by:


 


CONO ITALIANO, INC.


 


By:_________________________


Name:______________________


Title:_______________________


 



    	 



    	 



    

 


EXHIBIT “C”


 


REQUIRED OPINIONS


 


1.        
The Company is a corporation validly existing and in good standing under the laws of Nevada, with corporate power and authority
to own, lease and operate its properties and to conduct its business as described in the Company’s latest Form 10-K or 10-Q
(or similar form for filing a quarterly or annual report) filed by the Company under the Securities Exchange Act of 1934, as amended,
(the “Exchange Act”) and the rules and regulations of the SEC thereunder (the “Public Filings”)
and to enter into and perform its obligations under the Committed Equity Facility Agreement (the “Agreement”).
The Company is also duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which
the nature of the business conducted by it as described in the Public Filings makes such qualification necessary.


 


2.        
The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreement and to
issue the Shares in accordance with their terms.  The execution and delivery of the Agreement by the Company and the consummation
by it of the transactions contemplated thereby have been duly authorized by all necessary corporate action, and no further consent
or authorization of the Company or its Board of Directors or stockholders is required.  The Agreement, and each document executed
or delivered in connection therewith, has each been duly executed and delivered, and the Agreement, and each document executed
or delivered in connection therewith, each constitutes valid and binding obligations of the Company, enforceable against the Company
in accordance with their respective terms, except as my be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’
rights and remedies.


 


3.        
The Shares are duly authorized and, upon issuance in accordance with the terms of the Agreement, will be duly and validly issued,
fully paid and non-assessable, free of any liens, encumbrances and preemptive or similar rights contained, to our knowledge, in
any agreement filed by the Company as an exhibit to the Company’s Public Filings.


 


4.        
The execution, delivery and performance of the Agreement by the Company will not: (i) result in a violation of the Company’s
Certificate of Incorporation or By-Laws; (ii) conflict with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement or, indenture by which the Company or any of its assets or properties is bound, including, without limitation,
and agreement or document filed by the Company as an exhibit to the Company’s Public Filings; or (iii) to our knowledge,
result in a violation of any foreign, federal, state or local law, rule or regulation, order, judgment or decree applicable to
the Company.


 


5.        
To our knowledge, and other then as set forth in the Public Filings, there are no legal or governmental proceedings pending to
which the Company is a party or of which any property or assets of the Company is subject which is required to be disclosed in
any Public Filings.