AMENDED
AND RESTATED SECURITIES PURCHASE AGREEMENT


 


This
Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2016, between Endonovo
Therapeutics, Inc. a Delaware corporation (the “Company”), and Bellridge Capital, LP (the “Purchaser”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements
of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Rule 506(b) thereunder, the Company desires to
issue and sell to Purchaser, and Purchaser desires to purchase from the Company, securities of the Company as more fully described
in this Agreement.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the Company and Purchaser agree as follows:


 


ARTICLE
I.

DEFINITIONS


 


1.1Definitions.
In addition to the words and terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.7.


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


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


 


“Board
of Directors” means the board of directors of the Company.


 


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


 


“Closing
Date” means any Trading Day after all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchaser’s obligations to pay the portion of the Subscription Amount due
at such Closing Date and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing
Date, in each case, have been satisfied or waived, or such other date that the parties agree upon.


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


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


 


“Company
Counsel” means Frank J. Hariton, Esq., with a mailing address of 1065 Dobbs Ferry Road, White Plains, New York 10607.


 


“Conversion
Price” shall have the meaning set forth in the Notes.


 




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“DTC”
means the Depositary Trust Company.


 


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


 


“Exempt
Issuance” means the issuance of (a) securities to employees, officers or directors of, or consultants to, the Company, pursuant
to any stock or option plan duly adopted for such purpose, or upon approval by the Board of Directors or a majority of the members
of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon
the exercise or exchange of or conversion of any Securities issued hereunder, and/or other Common Stock Equivalents issued and
outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement
to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities
(other than automatically pursuant to their terms, or in connection with stock splits or combinations) or to extend the term of
such securities, (c) securities issued pursuant to any purchase money equipment loan or capital leasing arrangement approved by
the Purchaser, purchasing agent or debt financing from a commercial bank or similar financial institution, (d) securities in full
or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of all or substantially
all of the securities or assets of a corporation or other entity, so long as such issuance is not for the primary purpose of raising
capital by the Company; and (e) securities upon a stock split, stock dividend or subdivision of the Common Stock.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(x).


 


“Intellectual
Property” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or
un-patentable and whether or not reduced to practice), all improvements thereto, and all U.S. and foreign patents, patent applications,
and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations
thereof, (b) all trademarks, service marks, brand names, certification marks, trade dress, logos, trade names, domain names, assumed
names and corporate names, together with all colorable imitations thereof, and including all goodwill associated therewith, and
all applications, registrations, and renewals in connection therewith, (c) all copyrights, and all applications, registrations,
and renewals in connection therewith, (d) all trade secrets under applicable state Laws and the common Law and know-how (including
formulas, techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information,
and business and marketing plans and proposals), (e) all computer software (including source code, object code, diagrams, data
and related documentation), and (f) all copies and tangible embodiments of the foregoing (in whatever form or medium).


 


“Intellectual
Property Agreement has the meaning set forth in Section 3.1(o).


 


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


 


“Material
Adverse Effect” means: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document,
(ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole, in the long term or (iii) a material adverse effect on the Company’s
ability to perform in any material respect on a timely basis its obligations under any Transaction Document; provided, however,
that none of the following shall be taken into account in determining whether there has been, or could be, a Material Adverse
Effect: (a) any adverse change, event, development, or effect (whether short-term or long-term) arising from or relating to (1)
general business or economic conditions, including such conditions related to the business of the Company and its Subsidiaries,
(2) any national or international political or social conditions, (3) financial, banking, or securities markets (including any
disruption thereof and any decline in the price of any security or any market index), (4) changes in GAAP, (5) changes in laws,
rules, regulations, orders, or other binding directives issued by any governmental entity, or (6) the taking of any action contemplated
by any Transaction Document, (b) any failure to meet a forecast (whether internal or published) of revenue, earnings, cash flow,
or other data for any period or any change in such a forecast, and (c) any existing event, occurrence, or circumstance with respect
to which a Purchaser has knowledge as of the date hereof.


 




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“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(m).


 


“Notes”
mean the 6% Senior Convertible Notes issued to the Purchasers, in the form of Exhibit A attached hereto, which shall be
senior as to all current and future Indebtedness, which is not in default, of/by the Company. The principal amount due on the
Notes shall be payable one year from the issuance date of the Note subject to the right of the Company to prepay the Note as set
fort in the Note.


 


“Permitted
Liens” shall have the meaning set forth in the Notes.


 


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


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition),.


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.10.


 


“Registration
Statement” shall have the meaning ascribed to such term in Section 4.3(a).


 


“Registrable
Securities” shall have the meaning ascribed to such term in Section 4.3(a).


 


“Regulation
FD” means Regulation FD promulgated by the SEC pursuant to the Exchange Act, as such Regulation may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect
as such Regulation.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 


“Required
Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable
in the future pursuant to the Transaction Documents, including any Shares issuable upon conversion of the Notes ignoring any exercise
limits set forth therein. Additionally, if at any time the reserve is greater than 300% of Required Minimum, the Holder shall
provide the Transfer Agent with its approval to reduce the number of shares in reserve upon the Company request.


 


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


 


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


 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Securities”
means the Notes the Shares and the Commitment Fee Shares.


 




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


 


“Shares”
means the Common Stock issuable upon conversion of the Notes.


 


“Subscription
Amount” means, the aggregate amount to be paid by the Purchaser for the Notes purchased hereunder” in United States
dollars and in immediately available funds.


 


“Subsidiary”
means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability
company, trust, estate, association, joint venture or other business entity of which (A) more than 30% of (i) the outstanding
capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or
other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital
or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture
or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination,
owned or controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control
of the Company.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the
date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange, the OTCQB or the OTCQX (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Notes, and any other documents or agreements executed in connection with the transactions
contemplated hereunder.


 


“Transfer
Agent” means Clear Trust, LLC the current transfer agent of the Company, with a mailing address of 16540 Pointe Village
Drive - Suite 210, Lutz, FL 33558 and any successor transfer agent of the Company.


 


ARTICLE
II.

PURCHASE AND SALE


 


2.1Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, for a
purchase price of an aggregate of up to $945,000, an aggregate of up to $1,000,000 in principal amount of the Notes. The Notes
have or will be funded as follows:


 


	Funding Schedule	 	Amount of Note	 	 	Purchase Price (5.5% Original Issue Discount)	 
	On the date of this Agreement	 	$	300,000	 	 	$	283,500
- Funded	 
	Within thirty Days of the Closing.	 	$	200,000	 	 	$	189,000 - Funded	 
	Upon the Registration Statement being declared effective by the SEC.	 	$	500,000	 	 	$	472,500	 
	Total:	 	$	1,000,000	 	 	$	945,000	 



 




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The
Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to its Subscription Amount and the
Company shall deliver to the Purchaser its Note, as set forth in Section 2.2, and the Company and the Purchaser shall deliver
the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the conditions set forth in Sections
2.2 and 2.3, the initial Closing shall occur at the offices of Sichenzia Ross Friedman Ference or such other location as the parties
shall mutually agree.


 


2.2Deliveries.


 


(a)On
or prior to the initial Closing Date, the Company shall deliver or cause to be delivered to Purchaser the following:


 


(i)this
Agreement duly executed by the Company;


 


(ii)an
originally executed Note registered in the name of Purchaser in the principal amount of $300,000;


 


(iii)a
an opinion letter from Company Counsel in substantially theform annexed hereto. .


 


(iv)
an irrevocable corporate resolution and transfer agent instruction letter for a stock certificate for 176,0567 shares of the Company’s
Common Stock (the “Commitment Fee Shares”) representing a commitment fee of $25,000.


 


(b)On
or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)this
Agreement duly executed by such Purchaser;


 


(ii)$265,000
representing the purchase price after the deduction of $20,000 for all the Purchasers’ legal expenses by wire transfer.


 


On
each subsequent Closing Date, the Company shall deliver or cause to be delivered to Purchaser the following:


 


(i)
an originally executed Note registered in the name of such Purchaser in the principal amount that corresponds to the schedule
set forth above;


 


(ii)
a an opinion letter from Company Counsel in substantially the form annexed hereto. (ii) a certificate duly executed by the Company’s
chief executive officer in a form annexed hereto;


 


On
each subsequent Closing Date, the Purchaser shall deliver to the applicable purchase price for the amount of the Note being funded
according to the schedule above.


 




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2.3Closing
Conditions.


 


(a)The
obligations of the Company hereunder in connection with the closing are subject to the following conditions being met:


 


(i)the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on a Closing Date of the representations and warranties of the Purchaser contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)all
obligations, covenants and agreements of Purchaser required to be performed at or prior to a Closing Date shall have been performed;
and


 


(iii)the
delivery by Purchaser of the items set forth in Section 2.2 of this Agreement.


 


(b)The
obligation of the Purchaser hereunder in connection with the closing are subject to the following conditions being met:


 


(i)the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on a Closing Date of the representations and warranties of the Company contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)all
obligations, covenants and agreements of the Company required to be performed at or prior to an applicable Closing Date shall
have been performed;


 


(iii)the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(iv)there
shall have been no Material Adverse Effect with respect to the Company since the date hereof;


 


(v)from
the date hereof to a Closing Date, trading in the Common Stock shall not have been suspended by the SEC or the Company’s
principal Trading Market, and, at any time prior to a Closing Date, trading in securities generally as reported by Bloomberg L.P.
shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported
by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New
York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the
reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at on the Closing Date.


 


ARTICLE
III.

REPRESENTATIONS AND WARRANTIES


 


3.1Representations
and Warranties of the Company. Except as otherwise disclosed on an exception schedule, the Company hereby represents and warrants
to each Purchaser:


 




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(a)Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly
or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the
issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free
of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references
to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.


 


(b)Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no Proceeding has been instructed
in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority with
such action would have a Material Adverse Effect.


 


(c)Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the
part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 


(d)No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby
and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon
any of the properties or assets of the Company or any Subsidiary (other than as provided in the Transaction Documents), or give
to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of,
any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding
to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound
or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary
is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or
a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not have or reasonably
be expected to result in a Material Adverse Effect.


 




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(e)Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i)
the filings required pursuant to Section 4.6 of this Agreement, (ii) application(s) to each applicable Trading Market for the
listing of the Shares and Commitment Fee Shares for trading thereon in the time and manner required thereby and (iv) such filings
as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).


 


(f)Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.
The Shares, when issued upon conversion of the Notes, will be validly issued, fully paid and nonassessable, free and clear of
all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a number of shares of Common
Stock issuable pursuant to the Notes equal to the amount set forth in Section 4.11.


 


(g)Capitalization.
The capitalization of the Company is as set forth on Schedule 3.1(g). The Company has not issued any capital stock since
its most recently filed periodic report under the Exchange Act, the issuance of shares of Common Stock to employees pursuant to
the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding
as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive
right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.
Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable
or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock
of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may
become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance
and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities
to any Person (other than the Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise,
conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company
or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or
arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary.
The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan
or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and
nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares
was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval
or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities.
There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital
stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 




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(h)SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such
material) (the foregoing filed materials, including the exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such
time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates,
the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable,
and none of the SEC Reports, when filed, 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. The financial statements of the Company included in the SEC Reports comply in all material respects
with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time
of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles
applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP,
and fairly present in accordance with GAAP in all material respects the financial position of the Company and its consolidated
Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject,
in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 


(i)Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, (i) there has been no event, occurrence or development that has had or that would reasonably be expected
to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than
(A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities
not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the
SEC, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders (other than as required pursuant to the terms of any of its securities outstanding
as of the date hereof) or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and
(v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing stock
or option plans duly adopted for such purpose or upon approval by a majority of the non-employee members of the Board of Directors
or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the
Company. The Company does not have pending before the SEC any request for confidential treatment of information. Except for the
issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact,
circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the
Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that
would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed
made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.


 




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(j)Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the
issuance of the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a
Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof (in such capacity), is or
has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a
claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC has not
issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary
under the Exchange Act or the Securities Act.


 


(k)Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has
the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any
court, arbitrator or other governmental authority or (iii) is in violation of any statute, rule, ordinance or regulation of any
governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, occupational
health and safety, product quality and safety and employment and labor matters, except in each case of clauses (i), (ii), and
(iii), as would not have or reasonably be expected to result in a Material Adverse Effect.


 


(l)Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution
or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface
strata), including 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 (“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 where,
in each clause (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate,
a Material Adverse Effect.


 


(m)Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,
except where the failure to possess such permits would not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation
or modification of any Material Permit.


 




    	 	10	 



    	 		 



    


 


(n)Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not
materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Permitted
Liens. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting
and enforceable leases with which the Company and the Subsidiaries are in compliance.


 


(o)Intellectual
Property.


 


(i)The
Company owns or possesses or has the right to use pursuant to a valid and enforceable written license, sublicense, agreement,
or permission all Intellectual Property necessary for the operation of the business of the Company as presently conducted. The
Company has made available to the Purchaser a true and complete copy of each such written license, sublicense, agreement or permission.


 


(ii)To
the knowledge of the Company, the Intellectual Property does not interfere with, infringe upon, misappropriate, or otherwise come
into conflict with, any Intellectual Property rights of third parties, and the Company has no Knowledge that facts exist which
indicate a likelihood of the foregoing. The Company has not received any charge, complaint, claim, demand, or notice alleging
any such interference, infringement, misappropriation, or conflict (including any claim that the Company must license or refrain
from using any Intellectual Property rights of any third party). To the Knowledge of the Company, no third party has interfered
with, infringed upon, misappropriated, or otherwise come into conflict with, any Intellectual Property rights of the Company.


 


(iii)The
Company has no pending patent applications or applications for registration that either entity has made with respect to any
Intellectual Property. Schedule 3.1(o) identifies each license, sublicense, agreement, or other permission that the
Company has granted to any third party with respect to any of such Intellectual Property (together with any exceptions). The
Company has made available to the Purchaser correct and complete copies of all such licenses, sublicenses, agreements, and
permissions (as amended to date) (“Intellectual Property Agreements”). Schedule 3.1(o) also identifies
each registered and unregistered trademark, service mark, trade name, corporate name, URLs or Internet domain name used by
the Company in connection with its business and which is not licensed from a third party. With respect to each item of
Intellectual Property required to be identified in Schedule 3.1(o):


 


	 	(A)	The
    Company owns and possesses all right, title, and interest in and to the item, free and clear of any Lien, license, or other
    restriction or limitation regarding use or disclosure;
	 	 	 
	 	(B)	The
    item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;
	 	 	 
	 	(C)	No
    Action, claim, or demand is pending or, to the knowledge of the Company, is threatened that challenges the legality, validity,
    enforceability, use, or ownership by the Company; and 
	 	 	 
	 	(D)	The
    Company has not agreed to indemnify any Person for or against any interference, infringement, misappropriation, or other conflict
    with respect to the item.


 




    	 	11	 



    	 		 



    


 


(iv)Schedule
3.1(o)(iv) identifies each item of Intellectual Property that any third party owns and that the Company uses pursuant to license,
sublicense, agreement, or permission, excluding off-the-shelf software purchased or licensed by the Company. The Company has made
available to the Purchaser correct and complete copies of all such licenses, sublicenses, agreements, and permissions (each as
amended to date) (each, a “Licensed Intellectual Property Agreement”). With respect to each Licensed Intellectual
Property Agreement:


 


	 	(A)	The
    Licensed Intellectual Property Agreement is legal, valid, binding, enforceable, and in full force and effect;
	 	 	 
	 	(B)	The
    Company is not in breach or default, and no event has occurred that with notice or lapse of time would constitute the Company’s
    breach or default or permit the counterparty rights to termination, modification, or acceleration thereunder, which as to
    any such breach, default or event could have a Material Adverse Effect on the Company;
	 	 	 
	 	(C)	No
    party to such Licensed Intellectual Property Agreement has repudiated any provision thereof;
	 	 	 
	 	(D)	Except
    as set forth in such Licensed Intellectual Property Agreement, the Company has not received written or verbal notice or otherwise
    has Knowledge that the underlying item of Intellectual Property is subject to any outstanding injunction, judgment, order,
    decree, ruling, or charge; and
	 	 	 
	 	(E)	Except
    as set forth on Schedule 3.1(o)(iv), the Company has not granted any sublicense or similar right with respect to the
    license, sublicense, agreement, or permission.


 


(v)Each
Person who participated in the creation, conception, invention or development of the Intellectual Property currently used in the
business of the Company (each, a “Developer”) which is not licensed from third parties has executed one or more agreements
containing industry standard confidentiality, work for hire and assignment provisions, whereby the Developer has assigned to the
Company all copyrights, patent rights, Intellectual Property rights and other rights in the Intellectual Property, including all
rights in the Intellectual Property that existed prior to the assignment of rights by such Person to the Company. The Company
has made available to the Purchaser copies of any such agreements and assignments from each such Developer (collectively, the
“Developer Agreements”).


 


(vi)Each
Developer has signed a non-disclosure agreement with the Company. The Company has made available to the Purchaser copies any such
non-disclosure agreements from each such Person, if any.


 


(p)Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary for entities with financial positions similar to the Company in the businesses
in which the Company and the Subsidiaries are engaged. Neither the Company nor any 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 without a significant increase in cost.


 




    	 	12	 



    	 		 



    


 


(q)Transactions
With Affiliates and Employees. None of the officers or directors of the Company or any Subsidiary and, to the knowledge of
the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or
any Subsidiary (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, providing for
the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest
or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment
of salary or consulting fees for services rendered in cash, stock or options, (ii) reimbursement for expenses incurred on behalf
of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.


 


(r)Certain
Fees. The Company acknowledges that it shall be responsible for any fees or expenses due or payable to Aegis Capital Corp.


 


(s)Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended.


 


(t)Registration
Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act
of any securities of the Company or any Subsidiary.


 


(u)Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents)
or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser and
the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation
as a result of the Company’s issuance of the Securities and the Purchaser’s ownership of the Securities.


 


(v)Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
confirms that neither it nor any other Person acting on its behalf has provided the Purchaser or their agents or counsel with
any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed
in the SEC Reports. The Company understands and confirms that the Purchaser will rely on the foregoing representation in effecting
transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding
the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the schedules
to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
The Company acknowledges and agrees that Purchaser has not made and does not make any representations or warranties with respect
to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.


 


(w)No
Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2,
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 of any security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated.


 




    	 	13	 



    	 		 



    


 


(x)Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the
Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including
known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to
carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability
thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate
all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in
respect of its liabilities when such amounts are required to be paid. As of the date hereof, the Company has no intention to file
for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing
Date. Schedule 3.1 (x) s sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company
or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”
means (x) any liabilities for borrowed money or amounts owed in excess of $1,000 (other than trade accounts payable incurred in
the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness
of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business; and (z) the present value of any lease payments in excess of $10,000 due under leases required to
be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
On each closing the Notes shall be senior to the Company’s existing debt and there are no existing Liens or security interest
on any of the Company’s assets or any Subsidiary of the Company.


 


(y)Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is
subject, (ii) 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 and (iii) has set aside on its books provision reasonably adequate for the
payment of all material 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 or of any Subsidiary know of no basis for any such claim.


 


(z)No
Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) under
the Securities Act, neither the Company nor, to the knowledge of the Company, any of its predecessors, any affiliated issuer,
any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of
20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, or any promoter
(as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale
(each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad
Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”),
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine
whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable,
with its disclosure obligations under Rule 506(e), and has made available to the Purchaser a copy of any disclosures provided
thereunder.


 




    	 	14	 



    	 		 



    


 


(aa)
Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other person acting
on behalf of the Company, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or
other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed
to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware)
which is in violation of law or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977,
as amended.


 


(bb)
No Disagreements with Accountants and Lawyers; Outstanding SEC Comments. There are no disagreements of any kind presently
existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently
employed by the Company and the Company is or immediately after the Closing Date will be current with respect to any fees owed
to its accountants which could affect the Company’s ability to perform any of its obligations under any of the Transaction
Documents. There are no unresolved comments or inquiries received by the Company or its Affiliates from the SEC which remain unresolved
as of the date hereof.


 


(cc)
Acknowledgment Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser
is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions
contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the
Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any
advice given by the Purchaser or any of their respective representatives or agents in connection with the Transaction Documents
and the transactions contemplated thereby is merely incidental to the Purchaser’s purchase of the Securities. The Company
further represents to the Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents
has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 


3.2Representations
and Warranties of the Purchaser. Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date
to the Company as follows (unless as of a specific date therein):


 


(a)Organization;
Authority. Purchaser is an entity duly incorporated or formed, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power
and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement and performance by Purchaser of the transactions contemplated
by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action,
as applicable, on the part of Purchaser. Each Transaction Document to which it is a party has been duly executed by Purchaser,
and when delivered by Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation
of Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 




    	 	15	 



    	 		 



    


 


(b)Understandings
or Arrangements. Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement
or understandings with any other Persons to distribute or regarding the distribution of such Securities (this representation and
warranty not limiting Purchaser’s right to sell the Securities in compliance with applicable federal and state securities
laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Purchaser understands that
the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable
state securities law and is acquiring such Securities as principal for its own account and not with a view to or for distributing
or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has
no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities
law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution
of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty
not limiting such Purchaser’s right to sell such Securities in compliance with applicable federal and state securities laws).


 


(c)Purchaser
Status. At the time Purchaser was offered the Securities, it was, and as of the date hereof it is, an “accredited investor”
within the meaning of Rule 501 under the Securities Act.


 


(d)Experience
of Such Purchaser. Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the
Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e)Access
to Information. Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all
exhibits and schedules thereto) and the SEC Reports and has been afforded, subject to Regulation FD, (i) the opportunity to ask
such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms
and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information
about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient
to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses
or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to
the investment. Such Purchaser acknowledges and agrees that neither the Company nor anyone else has provided such Purchaser with
any information or advice with respect to the Securities nor is such information or advice necessary or desired.


 


(f)Confidentiality.
Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation,
its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the
confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).


 




    	 	16	 



    	 		 



    


 


ARTICLE
IV.

OTHER AGREEMENTS OF THE PARTIES


 


4.1
Payment of Notes. The Company will make any required payment due on the Notes prior to the payment of any other Indebtedness.


 


4.2
Removal of Legends.


 


(a)
The Securities may only be disposed of in compliance with state and federal securities laws and in compliance with the transaction
documents. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144,
(provided that the Purchaser provides the Company with reasonable assurances (in the form of seller and, if applicable, broker
representation letters) that the Securities may be sold pursuant to such rule), to the Company or to an Affiliate of a Purchaser,
or in connection with a pledge as contemplated in Section 4.2(b), the Company may require the transferor thereof to provide to
the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance
of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration
of such transferred security under the Securities Act. The Company shall cause its counsel at the Company’s cost to prepare
any required legal opinion (subject to the Purchaser’s compliance with applicable securities rules and regulations) for
issuance and/or sale of the shares issuable upon conversion of the Note.


 


(b)
The Purchaser agrees to the imprinting, so long as is required by this Section 4.2, of a legend on any of the Securities in substantially
the following form:


 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED
BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES THESE SHARES MAY HAVE SELLING RESTRICTIONS WHICH ARE DELINEATED
IN THE STOCK PURCHASE AGREEMENT BETWEEN THE PARTIES


 






    	 	17	 



    	 		 



    

 


The
Company acknowledges and agrees that Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered
broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement
and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees
or secured parties. Such a pledge or transfer would be subject to approval of the Company and legal opinion of legal counsel of
the pledgee, secured party or pledgor shall be required in connection therewith. Further, notice shall be required of such pledge,
but Purchaser’s transferee shall promptly notify the Company of any subsequent transfer or foreclosure of such Securities.
The Company will not be responsible for any pledge relating to, or the grant of any security interest in, any Securities or for
any agreement, understanding, or arrangement between Purchaser and its pledgee or secured party. At the Purchaser’s expense,
the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares and Commitment Fee
Shares may reasonably request in connection with a pledge or transfer of the Shares or Commitment Fee Shares. The Purchaser understands
that by pledging or transferring the securities that all the parties will be required to comply with the leak out agreement and
if the Company has the right to enforce the agreement including placing stops on said securities.


 


(c)
The legend set forth in Section 4.2(b) shall be removed and the Company shall issue a certificate without such legend or any other
legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the
applicable balance account at the DTC, if: (i) a registration statement covering the resale of such Security is effective under
the Securities Act (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the
Securities for resale, the holder agrees to only sell such Securities during such time that such registration statement is effective
and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Shares or Commitment Fee Shares
are sold pursuant to Rule 144 (if the seller is not an Affiliate of the Company), (iii) such Shares or Commitment Fee Shares are
eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information
required under Rule 144 as to such Shares or Commitment Fee Shares and without volume or manner-of-sale restrictions or (iv) if
such legend is not required under applicable requirements of the Securities Act (including Section 4(a)(1), judicial interpretations
and pronouncements issued by the staff of the SEC). Any fees associated with the removal of such legend shall be borne by the
Company. The Company agrees that following such time as such legend is no longer required under this Section 4.2(c), it will,
no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of (x) a legended
certificate representing Shares, or Commitment Fee Shares (endorsed or with stock powers attached, signatures guaranteed, and
otherwise in form necessary to affect the reissuance and/or transfer), (y) a notice of conversion pursuant the terms of a Note
to effect the conversion of such Note in accordance with its terms, and, in each case, an opinion of counsel to the extent required
by Section 4.2(a) (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to the Purchaser
or the transferee of the Purchaser, as applicable, a certificate representing such Securities that is free from all restrictive
and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge
the restrictions on transfer set forth in this Section 4.2. Certificates for Shares or Commitment Fee Shares subject to legend
removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s
prime broker with the DTC system as directed by such Purchaser.


 






    	 	18	 



    	 		 



    

 


4.3
Registration Rights.


 


(a)
The Company shall file a registration statement on Form S-1 with the SEC (the “Registration Statement”) to register
the resale by the Purchaser of all Registrable Securities within. “Registrable Securities” means all Shares and Commitment
Shares; provided that a Share or Commitment Shares shall cease to be a Registrable Security upon the earliest to occur of the
following: (a) its sale pursuant to the Registration Statement or Rule 144 under the Securities Act; or (B) it becomes eligible
for resale by its holder under Rule 144 without the requirement for the Company to be in compliance with the current public information
required thereunder and without volume or manner-of-sale restrictions. As long as the Purchaser owns any Registrable Securities
the Company shall keep the Registration Statement effective and shall file such post-effective amendments to such Registration
Statement as is required to keep such Registration Statement effective with the SEC. Without limiting the generality of the foregoing,
without the consent of the Purchaser except for the Registrable Securities, no other securities shall be included on or in the
Registration Statement and the Company shall not file another registration statement with the SEC until the Registration Statement
has been declared effective by the SEC.


 


(b)
Purchaser hereunder acknowledges its primary responsibilities under the Securities Act and accordingly will not sell or otherwise
transfer the Securities or any interest therein without complying with the requirements of the Securities Act and applicable law
and this agreement. While the Registration Statement remains effective, Purchaser hereunder may sell its Registrable Securities
in accordance with the plan of distribution contained in the Registration Statement and if it does so it will comply therewith
and with the related prospectus delivery requirements unless an exemption therefrom is available. Purchaser shall, if notified
by the Company in writing at any time that the Registration Statement is not effective or that the prospectus included in such
Registration Statement no longer complies with the requirements of Section 10 of the Securities Act, refrain from selling such
Shares or Commitment Fee Shares until such time as the Company notifies the Purchaser in writing that the Registration Statement
is effective or the prospectus is compliant with Section 10 of the Securities Act, unless such Purchaser is able to, and does,
sell such Registrable Securities pursuant to an available exemption from the registration requirements of Section 5 of the Securities
Act. Purchaser agrees to promptly furnish to the Company such information that the Company reasonably requires from that Purchaser
for use in the Registration Statement and consents to the inclusion of such information in the Registration Statement.


 


4.4
Furnishing of Information.


 


(a)
Until the earliest of the time that Purchaser does not own any Securities the Company shall timely file (or obtain extensions
in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date
hereof pursuant to the Exchange Act. During such period, if the Company is not required to file reports pursuant to the Exchange
Act, it will prepare and furnish to the Purchaser and make publicly available in accordance with Rule 144(c) such information
as is required for the Purchaser to sell the Securities under Rule 144.


 


(b)
At any time during the period commencing on the date hereof and ending at such time that Purchaser does not own any Securities
or such Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without
restriction or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy the current public information
requirement under Rule 144(c) for a period of more than 30 consecutive days or (ii) has ever been an issuer described in Rule
144(i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2)
for a period of more than 30 consecutive days (a “Public Information Failure”) then, in addition to such Purchaser’s
other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by
reason of any such delay in or reduction of its ability to sell the Shares and/or Commitment Fee Shares, an amount in cash equal
to five (5%) of the aggregate Conversion Price of such Purchaser’s Note(s) on the day of a Public Information Failure and
on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date
such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchaser
to transfer the Shares and/or Commitment Fee Shares pursuant to Rule 144. The payments to which a Purchaser shall be entitled
pursuant to this Section 4.4(b) are referred to herein as “Public Information Failure Payments.” Public Information
Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure
Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure
Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public
Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.
Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such
Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief.


 






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4.5
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any
security (as defined in Section 2(a)(1) of the Securities Act) that would be integrated with the offer or sale of the Securities
for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing
of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.


 


4.6
Securities Laws Disclosure; Publicity. The Company shall file a Current Report on Form 8-K, including the Transaction Documents
as exhibits thereto, with the SEC within two trading days of Purchaser’s purchase of each Note pursuant to this Agreement.
From and after the issuance of 8-K, the Company represents to the Purchaser that it shall have publicly disclosed all material,
non-public information delivered to any of the Purchaser by the Company or any of its Subsidiaries, or any of their respective
officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition,
effective upon the issuance of such 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations
under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers,
directors, agents, employees or Affiliates on the one hand, and any of the Purchaser or any of their Affiliates on the other hand,
shall terminate. The Company and Purchaser shall consult with each other in issuing any other press releases with respect to the
transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make
any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without
the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be
withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the
other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not
publicly disclose the name of Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency
or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection
with the filing of final Transaction Documents with the SEC and (b) to the extent such disclosure is required by law or Trading
Market regulations, in which case the Company shall provide the Purchaser with prior notice of such disclosure permitted under
this clause (b).


 


4.7
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other
Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison
pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter
adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue
of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.


 


4.8
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the
Transaction Documents, which shall be disclosed pursuant to Section 4.6, the Company covenants and agrees that neither it, nor
any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes,
or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have
consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands
and confirms that Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.
To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent,
the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of
its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any
of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis
of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that
any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding
the Company or any Subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on
Form 8-K. The Company understands and confirms that Purchaser shall be relying on the foregoing covenant in effecting transactions
in securities of the Company.


 






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4.9
Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes
and for the satisfaction of any portion of the Company’s Indebtedness and for the settlement of any outstanding litigation.


 


4.10
Indemnification of Purchasers. Subject to the provisions of this Section 4.10, the Company will indemnify and hold Purchaser
and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls
such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (each, a “Purchaser
Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation
that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations,
warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents, (b) any action
instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of
the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction
Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants
under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or
any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes
fraud, gross negligence, willful misconduct or malfeasance) or (c) any untrue or alleged untrue statement of a material fact contained
in any registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading. If any action shall be brought against any Purchaser Party in respect of which indemnity
may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall
have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any
Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material
conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the
Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will
not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s
prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that
a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties,
covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents., or gives rise to
a Purchaser’s indemnification obligations under Section 4.3(c).The indemnification required by this Section 4.10 shall be
made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received
or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any
Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.


 






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4.11
Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve
and keep available at all times, free of preemptive rights, shares of Common Stock, subject to adjustment for stock splits and
dividends, combinations and similar events, an amount equal to 300% of the Required Minimum for the sole purpose of issuance upon
conversion of the Notes free from preemptive rights or any other actual contingent purchase rights of Persons other than the Purchaser
not less or more than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth
in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5 of the Note) upon the
conversion of the then outstanding principal amount of the Note and payment of interest under the Notes. The Company covenants
that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and
non-assessable. The Company shall not enter into any agreement or file any amendment to its Articles of Incorporation (including
the filing of a Certificate of Designation) which conflicts with this Section 4.11 while the Notes remain outstanding. Additionally,
if at any time the reserve is greater than 300% of Required Minimum, the Holder shall provide the Transfer Agent with its approval
to reduce the number of shares in reserve upon the Company request.


 


4.12
Trading of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common
Stock on the Trading Market on which it is currently listed or quoted. The Company further agrees, if the Company applies to have
the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Commitment
Fee Shares, and will take such other action as is necessary to cause all of the Shares and Commitment Fee Shares to be listed
or quoted on such other Trading Market as promptly as possible.


 


4.13
Right of First Refusal and Right of Notice. Upon receipt of a Term Sheet or proposed offer, while the Holder holds any
part of the Note, and if the Company proposes to offer and sell any New Securities subsequent to the date of this Agreement in
a transaction primarily for purposes of financing the operations or business of the Company and its Subsidiaries, the Company
shall provide to the Holder who holds any Debentures written notice (the “Offering Notice”) stating the number
of New Securities proposed to be offered and sold, the total purchase price, the terms of payment, and any other material terms
of the offer (to the extent then known). For a period of three (3) business days after its receipt of the Offering Notice, such
Holder may, by written notice delivered to the Company within such time period, accept such offer and elect to purchase all of
such New Securities if the gross proceeds are under $500,000 or any portion or all of such New Securities if the gross proceeds
are over $500,000 on the terms set forth in the Offering Notice. If the Holder so elects to participate, the Holder shall execute
and deliver the same agreements and instruments as other purchasers, if applicable, of the New Securities. For purposes of this
Section, “New Securities” shall mean any equity or convertible debt securities of the Company issued in a transaction
primarily for purposes of financing the operations or business of the Company and its Subsidiaries, provided, however, that “New
Securities” shall not include any securities issued in Exempt Issuances or any securities issued after the lapse of
Right of First Refusal in the event the Holder decline or accept the offer to participate in any offering thereof. While the Holder
holds any part of the Note if the Company proposes to offer and sell any New Securities subsequent to the date of this Agreement
in a transaction primarily for purposes of financing the operations or business of the Company and its Subsidiaries, the Company
shall provide to the Holder who holds any Debentures written notice (the “Offering Notice”) stating the number
of New Securities proposed to be offered and sold, the total purchase price, the terms of payment, and any other material terms
of the offer (to the extent then known). For a period of three (3) business days after its receipt of the Offering Notice, such
Holder may accept the terms of the offer.


 






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4.14
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company
grants, issues or sells any Common Stock, Common Stock Equivalents or rights to purchase stock, warrants, securities or other
property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder
could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note
(without regard to any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately
before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken,
the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result
in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase
Right to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent)).


 


4.15
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly to the Purchaser. The Company shall take such action as the Company shall reasonably
determine is necessary in order to obtain an exemption for, or to qualify the Securities for sale to the Purchaser of the Notes
and the Commitment Fee Shares under applicable securities of “Blue Sky” laws of the states of the United States and
shall provide evidence of such actions to the Purchaser.


 


4.16
Confidentiality. Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly
disclosed by the Company pursuant to the 8K as described in Section 4.6, such Purchaser will maintain the confidentiality of the
existence and terms of this transaction and the information included in the Disclosure Schedules. Notwithstanding the foregoing
but subject to Section 4.22, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty
or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the
transactions contemplated by this Agreement are first publicly announced pursuant to the 8K as described in Section 4.6, (ii)
no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance
with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly
announced pursuant to the initial press release as described in Section 4.6 and (iii) no Purchaser shall have any duty of confidentiality
or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the 8K as described
in Section 4.6. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate
portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge
of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant
set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment
decision to purchase the Securities covered by this Agreement - Not withstanding anything to the contrary, The Purchaser shall
not sell in the aggregate any more Shares or Commitment Shares than is allowed in Section 4.23 of this Agreement at any time.


 






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4.17
Reserved


 


4.18
Conversion Procedures. The forms of Conversion Notice included in the Notes along with the Transfer Agents required fees
and instructions set forth the totality of the procedures required of the Purchaser in order to convert the Notes. The Company
shall honor conversions of the Notes and shall deliver Shares in accordance with the terms, conditions and time periods set forth
in the Transaction Documents.


 


4.19
Reserved.


 


4.20
Maintenance of Property. The Company shall use its commercially reasonable efforts to keep all of its property, which is
necessary or useful to the conduct of its business, in good working order and condition, ordinary wear and tear excepted.


 


4.21
Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges
and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction
in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified
might reasonably have a Material Adverse Effect.


 


4.22
No Short Sales. The Purchasers have and shall not, directly or indirectly, his, her or itself, through related parties,
affiliates or otherwise, (i) sell “short” or “short against the box” (as those terms are generally understood)
any equity security of the Company or (ii) otherwise engage in any transaction that involves hedging of the Purchasers’
position in any equity security of the Company, until the later of (i) the date the Shares and the Commitment shares and the Notes
owned by the Purchasers is no longer owned by the Purchasers, or (ii) the Maturity Date (as such term is defined in the Debentures)
and the Conversion Date.


 


4.23
Selling Restrictions. Provided that the Company has not breached Section 2(d), Payment and Redemption, of the Convertible Note
Agreement and such breach isn’t cured within 10 trading days, Purchasers agree to limit in aggregate all sales of all
shares of common stock of the company through one broker for up to 22.5% of the daily trading volume for the Company’s common
stock as reported on a Trading Market for that day which cannot be Cor Clearing or a broker clearing through Cor Clearing. Provided
that the Company has not breached Section 2(d), Payment and Redemption, of the Convertible Note Agreement and isn’t
cured within 10 trading days, the Purchaser will limit in aggregate all sales of all shares of common stock of the company through
one broker for up to 30% of the daily trading volume reported on the Trading market for that day if the daily traded volume for
that day is above $135,000.


 


ARTICLE
V.


MISCELLANEOUS


 


5.1
Termination. This Agreement may only be terminated by Purchaser, as to Purchaser’s obligations hereunder only and
without any effect whatsoever on the obligations between the Company by written notice, if the Closing Date has not been consummated
on or before July 30, 2016.


 






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5.2
Fees and Expenses. Except as expressly set forth below and in the Transaction Documents to the contrary, each party shall
pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by
such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Purchaser shall
pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter
delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection
with the delivery of any Securities to the Purchasers. The Company agrees to pay counsel for the Purchaser $20,000 in fees. The
Purchaser may withhold up to $20,000 of the purchase price of the first Note in order to pay this fee.


 


5.3
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication
is delivered via facsimile or email attachment at the facsimile number or email address as set forth on the signature pages attached
hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile or email attachment at the facsimile number or email address as set
forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on
any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for
such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided
pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries,
the Company shall as quickly as is practicable file such notice with the SEC pursuant to a Current Report on Form 8-K.


 


5.5
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written
instrument signed, in the case of an amendment, by the Company and the Purchaser who hold at least a majority in interest of the
then-outstanding Notes or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought.
No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
Any amendment effected in accordance with accordance with this Section 5.5 shall be binding upon Purchaser and holder of Securities
and the Company.


 


5.6
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of Purchaser then holding outstanding Notes (other than by merger). Any Purchaser may not assign any or all of its rights
under this Agreement except by operation of law in the event of a merger, reorganization or acquisition of the Purchaser


 


5.7
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
otherwise set forth in Sections 4.3 and 4.10 and this Section 5.7.


 






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5.8
Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation
of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State
of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning
the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents
(whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees
or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not
to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that
such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this 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. If any party
shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations
of the Company and the Purchasers elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed
by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such Action or Proceeding.


 


5.9
Survival. The representations and warranties contained herein shall survive the Closing Date and the delivery of the Securities.


 


5.10
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other
party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 


5.11
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, as long as the essential terms
and conditions of this Note for each party remain valid, binding, and enforceable. The parties shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction.


 


5.14
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of
damages, the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties
agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained
in the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


 


5.15
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.


 


5.16
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity
to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be
subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the date of this Agreement.


 


5.17
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(Signature
Pages Follow)



 






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


 


	ENDONOVO
    THERAPEUTICS, INC. 	 	Address
    for Notice:
	 	 	 	6320
    Canoga Avenue, 15th Floor
	 	 	 	Woodland
    Hills, CA 91367
	By:	/s/ Alan
    Collier	 	
	Name:	Alan Collier	 	Email: acollier@endonovo.com
	Title:	CEO	 	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 






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[PURCHASER
SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]


 


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





Name
of Purchaser: ___Bellridge Capital, LP___


 


Signature
of Authorized Signatory of Purchaser: ____/s/_____________________________


 


Name
of Authorized Signatory: _______________________________________________


 


Title
of Authorized Signatory: ________________________________________________


 


Email
Address of Authorized Signatory:_________________________________________


 


Facsimile
Number of Authorized Signatory: __________________________________________


 


Address
for Notice to Purchaser:


 


With
a copy to Sichenzia Ross Friedman Ference LLP( which copy shall not be considered to be notice)


61
Broadway, New York, New York 10006


Attention
David B. Manno


dmanno@srff.com


 


Address
for Delivery of Securities to Purchaser (if not same as address for notice):


 


EIN
Number: _______________________


 






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FORM
OF LEGAL OPINION


 


Bellridge
Capital, LP


 


	 	Re:	Endonovo
    Therapeutics, Inc.


 


Ladies
and Gentlemen:


 


I
have acted as counsel to Endonovo Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the
Amended and Restated Securities Purchase Agreement, dated as of September 30, 2016 between you and the Company (the “Purchase
Agreement”) and the transactions contemplated therein and in connection with a proposed closing thereunder scheduled for
today. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms
in the Purchase Agreement. The Purchase Agreement, the and Notes are hereinafter referred to collectively as the “Transaction
Documents.”


 


In
connection with this opinion, I have examined originals or photostatic or certified copies of (i) the Transaction Documents, (ii)
the Company’s Certificate of Incorporation, as amended and restated, as in effect on the date hereof (the “Certificate
of Incorporation”), and (iii) the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and
we have examined and considered such corporate records, certificates and matters of law as we have deemed appropriate as a basis
for our opinions set forth below.


 


Based
on the foregoing, and subject to the assumptions, qualifications, limitations and exceptions stated in this letter, we are of
the opinion that as of the date hereof:


 


1.
The Company is a corporation duly authorized, validly existing, and in good standing in Delaware, its state of incorporation.
The Company has all requisite corporate power and authority to (i) conduct its business as presently conducted as described in
the Company’s Annual Report on Form 10-K, for the year ended December 31, 2015, as filed with the Securities and Exchange
Commission on April 5, 2016 and all subsequent filings made with the Securities and Exchange Commission (collectively, the “SEC
Reports”); (ii) own and operate its property; and (iii) lease the property its leases.


 


2.
The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each
of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the
Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized
by its Board of Directors and no further consent or authorization of the Company’s Board of Directors or its stockholders
are required. Each of the Transaction Documents has been duly executed and delivered by the Company and constitutes the legal,
valid and binding obligation of the Company enforceable against the Company in accordance with its terms.


 






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3.
To my knowledge, except as specifically disclosed in the Purchase Agreement or the SEC Reports, no shares of Common Stock are
entitled to preemptive or similar rights. To our knowledge, except as specifically disclosed in the Purchase Agreement or the
SEC Reports or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, script rights
to subscribe to, calls or commitments of any character whatsoever relating to, securities, rights or obligations convertible into
or exchangeable for, or giving any person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments,
understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common
Stock, or securities or rights convertible or exchangeable into shares of Common Stock.


 


4.
The issuance of the Notes has been duly authorized and, when paid for and issued in accordance with the terms of the Purchase
Agreement. When issued by the Company in accordance with the terms of the Purchase Agreement and the shares of Common Stock issuable
upon conversion of the Notes will be validly issued, fully paid and non-assessable.


 


5.
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated by such agreements do not and will not (i) conflict with or violate any provision of its Certificate
of Incorporation or Bylaws; (ii) provided that the Company obtains the Required Approvals, 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,
breach amendment, acceleration or cancellation of any agreement, indenture or other written instrument of the Company or a Subsidiary
thereof or other written agreement or understanding to which the Company or a Subsidiary thereof is a party, and which is attached
as an exhibit to an SEC Report; (iii) result in a violation of any law, rule or regulation of any governmental authority, regulatory
body, stock market or trading facility to which the Company is subject, or by which any property or asset of the Company is bound
or affected, or (iv) result in any violation of any order, judgment, injunction, decree or other restriction of any court or governmental
authority of which I have knowledge.


 


6.
To the best of my knowledge and provided that the Company obtains the Required Approvals, no authorization, approval or consent
of any court, governmental body, regulatory agency, self-regulatory organization or stock exchange or market, or the stockholders
of the Company or any third party is required to be obtained by the Company in connection with the execution, delivery and performance
by the Company of the Transaction Documents.


 


7.
To the best of my knowledge, other than as disclosed in the SEC Reports or the Transaction Documents, there is no action, suit,
proceeding, inquiry or investigation before or by any court, public board or body or any governmental agency or self-regulatory
organization pending or threatened against or affecting the Company, wherein an unfavorable decision, ruling or finding would
have a Material Adverse Effect or which would adversely affect the validity or enforceability of or the authority or ability of
the Company to perform its respective obligations under the Transaction Documents.


 






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8.
The Company is not, and as a result of and immediately upon Closing will not be, an “investment company” or a company
“controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as
amended.


 


9.
Assuming the accuracy of the representations and warranties of the Company set forth in Section 3.2 of the Purchase Agreement
the offer, issuance and sale of the Notes and the offer, sale and issuance of the shares of the Company’s common stock upon
conversion of the Notes to Purchaser pursuant to the applicable Transaction Documents are exempt from the registration requirements
of the Securities Act.


 


My
opinions expressed herein are qualified as follows:


 


A.
The opinions expressed herein are qualified to the extent that the validity, binding effect and enforceability against the Company
of its obligations under the Transaction Documents may be limited or otherwise afforded by the unenforceability, under certain
circumstances, of provisions indemnifying, or prospectively releasing, a party against liability for its own wrongful or negligent
acts or where a release or indemnification provision is contrary to public policy.


 


B.
My opinions concerning the validity, binding effect and enforceability against the Company of its obligations under the Transaction
Documents mean that (i) the Transaction Documents constitute an effective contract under applicable law, (ii) the Transaction
Documents are not invalid in their entirety because of a specific statutory prohibition or public policy and are not subject in
their entirety to a contractual defense, and (iii) some remedy is available if the Company is in material default under the Transaction
Documents. My opinions herein on the enforceability of the Company’s obligations under the Transaction Documents are qualified
to the extent that: (iv) the availability of any specific remedy provided therein and any other equitable remedies, including
without limitation specific performance, is subject to the exercise of judicial discretion in accordance with general principles
of equity and public policy (regardless of whether such enforceability is considered in a proceeding in equity or at law) and
(v) the enforceability of any agreement or obligation of the Company may be limited by (x) bankruptcy, rehabilitation, liquidation,
conservation, dissolution, insolvency, reorganization, moratorium, fraudulent conveyance, receivership or other similar laws now
or hereafter in effect relating to creditors’ rights generally and (y) the effect of general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law), including without limitation, (1) the possible
unavailability of specific performance, injunctive relief or any other equitable remedy and (2) concepts of materiality, commercial
reasonableness, conscionability, good faith and fair dealing.


 


C.
I express no opinion herein as to the applicability to the obligations of the Company (or the enforceability thereof) of Section
548 of the U.S. Bankruptcy Code or any other provision of law relating to fraudulent transfers, conveyances and obligations.


 






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I
am qualified to practice law in the State of New York and do not purport to be experts on any law other than the laws of the State
of Delaware, and the Federal law of the United States. I am are not admitted or qualified to practice in the State of Delaware;
however, I am familiar with the Delaware General Corporation Law as currently in effect and have made such inquiries as I have
deemed necessary to render the opinions contemplated herein. This opinion letter is limited to the specific legal matters expressly
set forth herein and is limited to present statutes, regulations and administrative and judicial interpretations.


 


The
opinions contained herein are limited to those matters expressly covered by numbered paragraphs (1) through (9) above; no opinion
is to be implied in respect of any other matter. The opinions set forth in numbered paragraphs (1) through (9) are as of the date
hereof and I disclaim any undertaking to update or supplement this letter or otherwise advise you as to any changes of law or
fact which may hereafter be brought to my attention.


 


This
letter and the opinions contained herein are furnished by me as counsel to the Company in connection with the transactions described
above and are solely for your benefit and are not to be made available to or relied upon in any manner by any other Person, firm,
or entity or for any other purpose without my prior written consent.


 


	 	Very
    truly yours,
	 	 
	 	Frank J.     Hariton


 






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FORM
OF CHIEF EXECUTIVE OFFICER’s CERTIFICATE


 


CERTIFICATE
OF THE CHIEF EXECUTIVE OFFICER


OF


ENDONOVO
THERAPEUTICS, INC.


 


The
undersigned, being the duly elected and acting Chief Executive Officer of Endonovo Therapeutics, Inc., a Delaware corporation
(the “Corporation”), hereby certifies, pursuant to section 2.2 of that certain amended and restated stock purchase
agreement (the “Stock Purchase Agreement”), dated as of September 30, 2016, between the Corporation and Bellridge
Capital, LP that all of the representations and warranties of the Corporation in the Stock Purchase Agreement are true and correct
on the date hereof except for events in the ordinary course of business.


 


IN
WITNESS WHEREOF, I have set my hand this 30th day of September, 2016.


 


Alan
Collier


 






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