Exhibit 10.15


 


SECURITIES PURCHASE AGREEMENT






This SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of the 23rd day of July, 2015, by and between ARKADOS GROUP, INC.,
a Delaware corporation, with headquarters located at 211 Warren Street, Suite 320, Newark, NJ 07103 (the “Company”),
and the
undersigned with principal address set forth on the Purchaser Signature and Subscription Page hereto (the
“Purchaser”).


 


WHEREAS:


 


A.   The
Company and the Purchaser are executing and delivering this Agreement in reliance upon the Regulation S or Regulation D exemption
from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange
Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), or under Section
4(a)(2) of the 1933 Act;


 


B.   Purchaser
desires to purchase, and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, such
number of shares of common stock, par value $0.0001 of the Company (the “Common Stock”) set forth on the Purchaser
Signature and Subscription Page for the aggregate purchase price stated on the Purchaser Signature and Subscription Page (the “Purchase
Price), as well as a warrant to acquire such equal number of shares of common stock at an exercise price of $2.00 per share (the
“Warrant”). The Common Stock together with the Warrant shall be referred to hereinafter as the “Offered Units”).


 


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


 


 1.           Closing.




 


a.   On
or before the Closing Date (as defined below), (i) the Purchaser shall pay to the Company by wire transfer of immediately available
funds in accordance with the Company’s written wiring instructions, the Purchase Price. The Company, upon confirmation of
the receipt of funds, but in no event later than the Closing Date, shall deliver instructions to its transfer agent to issue the
Common Stock to Purchaser and shall likewise promptly issue the Warrants accompanying such purchased Common Stock to Purchaser.


 


b.   Subject
to the satisfaction (or written waiver) of the conditions thereto set forth in Section 5 and Section 6 below, the date and time
of the issuance and sale of the Offered Units pursuant to this Agreement (the “Closing Date”) shall be 5:00 p.m., Eastern
Daylight Time on or about May 15, 2015, or such other mutually agreed upon time. The closing of the transactions contemplated by
this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.


 




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


 


a.   Investment
Purpose. As of the date hereof, the Purchaser is purchasing the Offered Units for its own account and not with a present view
towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933
Act; provided, however, that by making the representations herein, the Purchaser does not agree to hold any of the
Offered Units for any minimum or other specific term and reserves the right to dispose of the Offered Units at any time in accordance
with or pursuant to a registration statement or an exemption under the 1933 Act


 


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


 


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


 


d.   Information.
The Purchaser and its advisors, if any, have been furnished a copy of the Company’s most recent annual report on Form 10-K,
the most recent interim quarterly report on Form 10-Q and any interim report on Form 8-K filed by the Company since its last Annual
Report, as well as an Executive Summary describing the terms of the purchase and sale of the Offered Units. The Purchaser and its
advisors, if any, have been afforded the opportunity to ask questions of the Company and to promptly receive answers to those questions.
Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose
such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Purchaser,
or unless Purchaser enters into a non-disclosure agreement with the Company agreeing to maintain the confidentiality of the such
information. Neither such inquiries nor any other due diligence investigation conducted by Purchaser or any of its advisors or
representatives shall modify, amend or affect Purchaser’s right to rely on the Company’s representations and warranties
contained in Section 3 below. The Purchaser understands that its investment in the Offered Units iinvolves a significant degree
of risk.


 


e.   Governmental
Review. The Purchaser understands that no United States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the purchase or sale of the Offered Units.


 




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


 


g.   Legends.
The Purchaser understands that the Offered Units may only be sold pursuant to Rule 144, or Regulation S without any restriction
as to the number of securities as of a particular date that can then be immediately sold and the shares of Common Stock and the
Warrant may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer
of the certificates for such securities):


 


“THE SHARES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AND WITH RESPECT TO
THE SHARES OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES, AS TO WHICH A
PRIOR OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER OR TRANSFER AGENT MAY BE REQUIRED.”


 




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The legend set
forth above shall be removed, and the Company shall issue a certificate without such legend to the holder of any Security upon
which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale
under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation
S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such
holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable
transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act,
which opinion shall be reasonably acceptable to the Company so that the sale or transfer is effected.


 


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


 


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


 


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


 


a.   Organization
and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly
existing and in good standing under the laws of Delaware, with full power and authority (corporate and other) to own, lease, use
and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company
and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction
in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except
where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect”
means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries,
if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in
connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated,
in which the Company owns, directly or indirectly, any equity or other ownership interest.


 




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b.   Authorization;
Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, and
to consummate the transactions contemplated hereby and thereby and to issue the Offered Units, in accordance with the terms hereof,
(ii) the execution and delivery of this Agreement, the Offered Units by the Company and the consummation by it of the transactions
contemplated hereby and thereby (including without limitation, the issuance of the Offered Units) have been duly authorized by
the Company’s Board of Directors, (iii) this Agreement has been duly executed and delivered by the Company by its authorized
representative, and such authorized representative is the true and official representative with authority to sign this Agreement
and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes,
and upon execution and delivery by the Company of the Offered Units, each of such instruments will constitute, a legal, valid and
binding obligation of the Company enforceable against the Company in accordance with its terms.


 


c.   Capitalization.
As of the date hereof, the authorized capital stock of the Company consists of: (i) 600,000,000 shares of Common Stock, $0.0001
par value per share, of which 5,624,383 shares are issued and outstanding, and for which 8,782,119 shares are issuable for derivative
securities outstanding and approximately 535,861 shares are intended to settle outstanding pre-2010 unsecured debt obligations;
and (ii) 5,000,000 shares of Preferred Stock, $0.0001 par value per share, of which no shares are issued and outstanding; All of
such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.
No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the
Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of
this Agreement, except for those disclosed in the Company’s filed reports with the SEC and options that may be issued to
executives of the Company (i) there are no other outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights
of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or
securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries,
or, with the exception of pending obligations to issue incentive options to executive officers of the Company pursuant to employment
contracts, no 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 that are not mentioned here, (ii) there are no agreements or arrangements
under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the
1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or
in any agreement providing rights to security holders) that will be triggered by the issuance of the Offered Units that are not
contained here. The Company has made available to the Purchaser true and correct copies of the Company’s Certificate of Incorporation
as in effect on the date hereof (“Certificate of Incorporation”), and the Company’s By-laws, as in effect on
the date hereof (the “By-laws”)..


 




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d.   Issuance
of Shares. The Common Stock is duly authorized and will be validly issued, fully paid and non-assessable, and free from all
taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other
similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.


 


e.   No
Conflicts. The execution, delivery and performance of this Agreement, the Offered Units by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision
of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or
constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument
to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order,
judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations
to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property
or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither
the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents
and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time
or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries
has taken any action or failed to take any action that would 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 by which
any property or assets of the Company or any of its Subsidiaries is bound or affected. The Company and its Subsidiaries are unaware
of any facts or circumstances which might give rise to any of the foregoing. There are no required consents, authorizations or
orders of, or filings or registrations with, any court, governmental agency, regulatory agency, self regulatory organization or
stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement, to
issue the Common Stock. All consents, authorizations, orders, filings and registrations which the Company is required to obtain
pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.


 


f.   SEC
Documents; Financial Statements. The Company is subject to the reporting requirements of the 1934 Act. The Company is current
on its reporting obligations with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”).
As of their respective dates, any reports filed within the last fiscal year, as amended, complied in all material respects with
the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of such reports, as amended, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading. 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 United States generally accepted accounting
principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial
position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations
and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).


 




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g.   Absence
of Certain Changes. Since November 30, 2013, there has been no material adverse change and no material adverse development
in the assets, liabilities, business, properties, operations, financial condition, results of operations, of the Company or any
of its Subsidiaries.


 


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


 


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


 


j.   No
Materially Adverse Contracts, Etc. 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. Neither the Company nor any of its Subsidiaries is a party
to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse
Effect.


 




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k.   Tax
Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax
returns, reports and declarations required by any jurisdiction to which it is subject (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) and 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 has set aside on its books provisions
reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. With the exception of taxes due the State of New Jersey for fiscal year ended May 31, 2011 in the approximate amount of
$65,000, there are no unpaid taxes 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. The Company has not executed a waiver with respect to the statute of limitations relating
to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently
being audited by any taxing authority, nor is the Company subject to any tax investigation by any governmental agency.


 


l.   Certain
Transactions. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments
in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third
parties and other than the grant of stock options to officers of the Company, none of the officers, directors, or employees of
the Company is presently a party to any transaction with the Company or any of its Subsidiaries (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.


 


m.   Disclosure.
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the
Purchaser pursuant to Section 2(e) hereof and otherwise in connection with the transactions contemplated hereby is true and correct
in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made
herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred
or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or
financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company
but which has not been so publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under
the 1934 Act are being incorporated into an effective registration statement filed by the Company under the 1933 Act).


 




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


 


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


 


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


 


q.   Permits;
Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its
properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there
is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company
Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company
Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect. Since November 30, 2013, neither the Company nor any of its Subsidiaries has received
any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to
possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.


 




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r.   Environmental
Matters.


 


(i)          There
are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company,
no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions,
activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental
liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal,
state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of
the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing.
The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of
human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses,
notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


(ii)         Other
than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained
on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials
were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the
period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s
or any of its Subsidiaries’ business.


 


(iii)        There
are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries
that are not in compliance with applicable law.


 


s.   Title
to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and
marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries,
in each case free and clear of all liens, encumbrances and defects or such as would not have a Material Adverse Effect. 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 would not have a Material Adverse Effect.


 




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t.   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 in the businesses in which the Company
and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has 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. Upon written request the
Company will provide to the Purchaser true and correct copies of all policies relating to directors’ and officers’
liability coverage, errors and omissions coverage, and commercial general liability coverage.


 


u.   Internal
Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient,
in the judgment of the Company’s board of directors, 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.


 


v.   Foreign
Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person
acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any
corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made
any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


w.   Solvency.
The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a
fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute
and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not,
after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action
that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company
did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect
to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue
a qualified opinion in respect of its current fiscal year.


 




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


 


y.   Use
of Proceeds. The Company shall use the net proceeds from the sale of Offered Units hereunder for working capital purposes.


 


4.   COVENANTS.


 


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


 


b.   Form
D; Blue Sky Laws. Unless it believes it is exempt from any such filings, the Company agrees to file a Form D with respect to
the Offered Units as required under Regulation D and to provide a copy thereof to the Purchaser promptly after such filing. The
Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify
the Offered Units for sale to the Purchaser at the applicable closing pursuant to this Agreement under applicable securities or
“blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide
evidence of any such action so taken to the Purchaser on or prior to the Closing Date.


 


c.   Use
of Proceeds. The Company shall use the proceeds for general working capital purposes, including legal and accounting expenses
related to SEC filings.


d.   Listing.
The Company will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules
to maintain listing on the OTCQB or any equivalent replacement exchange, as applicable. .


 


e.   No
Integration. The Company shall not knowingly make any offers or sales of any security (other than the Offered Units) under
circumstances that would require registration of the ssecurities being offered or sold hereunder under the 1933 Act or cause the
offering of the ssecurities to be integrated with any other offering of securities by the Company for the purpose of any stockholder
approval provision applicable to the Company or its securities.


 




    	 	12	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	13	 



     


    

 


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


 


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


 


7.   Miscellaneous.


 


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


 


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


 




    	 	14	 



     


    

 


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


 


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


 


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


 


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


 


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


 




    	 	15	 



     


    

 


If to the Company,
to:


Arkados Group,
Inc.


Attn: Terrence
DeFranco


211 Warren
Street, Suite 320


Newark, NJ
07103


 


With a copy by
fax only to (which copy shall not constitute notice):


 


Kenneth R.
Vennera


General Counsel


211 Warren
Street, Suite 320


Newark, NJ
07103


Fax: 610-272-1562


 


If to the
Purchaser:


To the address first set forth in the
Purchaser Signature and Subscription Page


of this Agreement


 



Each party
shall provide notice (in accordance with the requirements of this provision) to the other party of any change in address.


 


h.   Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.
Neither the Company nor the Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other.


 


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


 


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


 


k.   Publicity.
The Company shall have the right to make, without prior approval, any SEC, OTCBB or FINRA filings, or any other public statements
with respect to the transactions contemplated hereby as is required by applicable law and regulations.


 




    	 	16	 



     


    

 


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


 


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


 


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


 


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK


SIGNATURE PAGES FOLLOW]


 




    	 	17	 



     


    

 


COMPANY SIGNATURE PAGE


TO ARKADOS SECURITIES PURCHASE AGREEMENT


 


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


 


COMPANY:

ARKADOS GROUP, INC.


 


	By:	/s/ Terrence DeFranco	 
	 	Terrence DeFranco	 
	 	President and Chief Executive Officer	 


 


[PURCHASER SIGNATURE AND SUBSCRIPTION PAGE TO
FOLLOW]


 




    	 	18	 



     


    

 


PURCHASER SIGNATURE AND SUBSCRIPTION PAGE


TO ARKADOS SECURITIES PURCHASE AGREEMENT


 


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


 


Instructions: Please complete Section
1 through Section 4 below.


 


PURCHASER:


 


Section 1 


INVESTOR INFORMATION AND SUBSCRIPTION:


(choose one alternative by placing “X”
in box):


 


 ̈
(if entity):


 


Entity Name: ____________________________________
(must be exact legal name)


 


By:_____________________________________________


                                      (Signature)


 


Name(Printed): ___________________________________


 


Title:____________________________________________


 


Entity Taxpayer
Identification Number: ______________________________________


 


Email Address of Authorized contact:________________________________________________


 


	 ̈ (if individual):	 	 ̈ (if joint ownership with individual named):
	 	 	 
	By:	 	 	By:	 
	(Signature)	 	(Signature)
	 	 	 
	Name(Printed):	 	 	Name(Printed): 	 
	 	 	 
	SSN: 	 	 	SSN:	 


 




    	 	19	 



     


    

 


Section 2:


ADDRESS, FACSIMILE, EMAIL FOR NOTICE (SECTION 7(G)) TO PURCHASER:


 


	 
	 
	 
	 
	 


 


Section 3:


ADDRESS FOR DELIVERY OF SECURITIES TO PURCHASER (if different from
Section 2 above):


 


	 
	 
	 
	 
	 


 


Section 4:


AGGREGATE SUBSCRIPTION AMOUNT:


 


	Aggregate Number of Shares Purchased:	 
	 	 	 
	Aggregate Purchase Price:	$	 


 




    	 	20	 



     


    

 


Annex A 


 


CLOSING STATEMENT


 


All funds will be wired into the account listed
below. All funds will be disbursed in accordance with this Closing Statement.


 


Disbursement
Date:upon receipt by the Company


 


	I. PURCHASE PRICE	 	 	 	 
	 	 	 	 	 
	Gross Proceeds to be Received	 	$	1,500,000.00	 
	 	 	 	 	 
	II. DISBURSEMENTS	 	 	 	 
	 	 	 	 	 
	Fees	 	$	5,000.00	 
	 	 	 	 	 
	Total Amount Disbursed to Company:	 	$	 1,495,000.00	1



 


		1	does not include commissions of up to ten percent (10%)
of gross proceeds received from investors introduced by these broker dealers



 


WIRE INSTRUCTIONS:


Arkados Group, Inc.


211 Warren Street


Suite 320


Newark, NJ 07103


 


Bank Information:


JPMorgan Chase


360 Park Avenue


New York, NY 10022


 


Account Number: 000000949188122


ABA/Routing Number: 021000021


Swift Code: CHASUS33


  




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