Exhibit 10.1


 


FORM OF


SERIES C PREFERRED STOCK PURCHASE AGREEMENT






This SERIES C PREFERRED STOCK
PURCHASE AGREEMENT (the “Agreement”), dated as of July 16, 2021, by and between Eco Innovation Group, Inc., a Nevada
corporation, with its address at 16525 Sherman Way, Suite C-1, Van Nuys, CA 91406 (the “Company”), and GENEVA ROTH REMARK
HOLDINGS, INC., a New York corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).


 


WHEREAS:


 


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


 


B.                 
Buyer desires to purchase and the Company desires to
issue and sell, upon the terms and conditions set forth in this Agreement, 83,750 shares of Series C Preferred Stock of the Company (“Series
C Shares”) with the rights and preferences as set forth on the Certificate of Designation of the Series C Preferred Stock attached
hereto as Exhibit A (“Certificate of Designation”). 


 


NOW THEREFORE, in consideration
of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Company and
the Buyer severally (and not jointly) hereby agree as follows:


 


1.                  
Purchase and Sale of Series C Shares.


 


a.                  
Purchase of Series C Shares. On the Closing Date
(as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company 83,750 Series C Shares
with the rights and preferences as set forth in the Certificate of Designation. 


 


b.                  
Form of Payment. On the Closing Date (as defined
below), (i) the Buyer shall pay $83,750.00 for the Series C Shares to be issued and sold to it at the Closing (as defined below) (the
“Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written
wiring instructions, against delivery of the Series C Shares, and (ii) the Company shall deliver such duly executed and authorized
Series C Shares on behalf of the Company, to the Buyer, against delivery of such Purchase Price. 


 


c.                  
Closing Date. Subject to the satisfaction (or
written waiver) of the conditions set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Series
C Shares pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard


 




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Time  on
or about July 20, 2021, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”)
shall occur on the Closing Date at such location as may be agreed to by the parties.


 


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


 


a.                  
The Buyer has full power and authority to enter into
this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding
obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application
relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject
to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).


b.                  
The Buyer acknowledges its understanding that the offering
and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common
stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”)
is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933,
as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the
Company and its affiliates as follows:


 


i.The Buyer realizes
that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained
herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale
if the market does not rise. The Buyer does not have any such intention.


ii.The Buyer realizes
that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the
1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted
under the 1933 Act.


iii.The Buyer is
acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or
resale in connection with, any distribution of the Securities.


iv.The Buyer has
the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs
and contingencies, and has no need for liquidity with respect to an investment in the Company.


v.The
Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”)
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective




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investment in the Securities. The Buyer also
represents it has not been organized solely for the purpose of acquiring the Securities.


vii.The
Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them
and understands the information contained therein, prior to the execution of this Agreement.


c.                  
The Buyer is not relying on the Company or any of its
employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment.
The Buyer has relied on the advice of, or has consulted with, only its Advisors. 


 


d.                  
The Buyer has carefully considered the potential risks
relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that
involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered
each of the risks described under the heading “Risk Factors” in the Company’s SEC filings.


 


e.The Buyer will
not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands
and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered
under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed
of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption
from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as
such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The
Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands
that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement.


f.The Buyer and
its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf
of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and
all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any.


g.The Buyer represents
and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative
thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means
of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review
any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television
or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose
attendees were invited by any general solicitation or general advertising; or




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(C) observe any website or filing of the Company
with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by
the Company.


h.       The
Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating
to this Agreement or the transactions contemplated hereby.


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


j.       Legends.
The Buyer understands that until such time as the Securities have been registered under the 1933 Act or may be sold pursuant to an applicable
exemption from registration, the Securities shall bear a restrictive legend in substantially the following form:


"THE SECURITIES REPRESENTED BY THIS
INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES
AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER
AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS."


 


The legend set forth above shall
be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless
otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement
filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number
of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel,
in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer
of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale
or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend
has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept
the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such
as Rule 144, at the Deadline (as defined in the Certificate of Designation), it will be considered an Event of Default (as defined in
the Certificate of Designation).


 




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


 


a.                  
Organization and Qualification. The Company and
each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate
its properties and to carry on its business as and where now owned, leased, used, operated and conducted. “Subsidiaries” means
any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any
equity or other ownership interest.


 


b.                  
Authorization; Enforcement. (i) The Company has
all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby
and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement
by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance
of the Series C Shares and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof)
have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board
of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized
representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the
other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution
and delivery by the Company of the Series C Shares, each of such instruments will constitute, a legal, valid and binding obligation of
the Company enforceable against the Company in accordance with its terms except as may be limited by bankruptcy, reorganization, insolvency,
moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability
of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or law).


 


c.                  
Capitalization. As of the date hereof, the authorized
common stock of the Company consists of 500,000,000 authorized shares of common stock, $0.001
par value per share, of which 175,015,483 shares are issued and outstanding and 50,000,000
shares of preferred stock, $0.001 par value per, of which 30,000,000 shares of Series A Preferred shares are issued and outstanding. On
or prior to the Closing Date, the Certificate of Designation shall be filed with the Nevada Secretary of State authorizing 1,000,000 Series
C Shares with an initial stated value of $1.00. All of such outstanding shares of capital stock are duly authorized, validly issued, fully
paid and non-assessable. 


 


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


 




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e.                  
 No Conflicts. The execution, delivery and performance
of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without
limitation, the issuance of the Securities and reservation for issuance of the Conversion Shares) will not (i) conflict with or result
in a violation of any provision of the Articles of Incorporation, as amended or By-laws, or (ii) violate or conflict with, or result in
a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent
license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations
to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset
of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect (as defined herein)). The
businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns
any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. “Material Adverse Effect”
means any material adverse effect on the business, operations, assets or financial condition of the Company or its Subsidiaries, if any,
taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.



 


f.                   
SEC Documents; Financial Statements. The Company
has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the
date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such
documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request
the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents.
As of their respective dates or if amended, as of the dates of the amendments, the SEC Documents complied in all material respects with
the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and
none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or
updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof).
As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the Company included in the
SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations
of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting
principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position
of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and


 




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cash flows for the periods then ended (subject, in
the case of unaudited statements, to normal year-end audit adjustments). The Company is subject to the reporting requirements of the 1934
Act.


 


g.                  
Absence of Certain Changes. Since March 31, 2021,
except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development in the assets,
liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the
Company or any of its Subsidiaries.


 


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


 


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


 


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


 


4.                  
COVENANTS.


 


a.                  
Best Efforts. The Company shall use its commercially
reasonable efforts to satisfy timely each of the conditions described in Section 7 of this Agreement. 


 


b.                  
Form D; Blue Sky Laws. The Company agrees to
timely make any filings required by federal and state laws as a result of the closing of the transactions contemplated by this Agreement.


 


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


 


d.                  
Expenses. At the Closing, the Company’s
obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer’s expenses for Buyer’s legal
fees and due diligence fee in an amount not to exceed $3,750.00.


 







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e.                  
Corporate Existence. So long as the Buyer beneficially
owns any Series C Shares, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s
assets, except with the prior written consent of the Buyer.


 


f.                   
Breach of Covenants. If the Company breaches
any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement,
it will be considered an event of default under the Certificate of Designation.


 


g.                  
Failure to Comply with the 1934 Act/Negative Designation
Removal. So long as the Buyer beneficially owns any Series C Shares, the Company shall comply with the reporting requirements of the
1934 Act; the Company shall continue to be subject to the reporting requirements of the 1934 Act; and, if OTCMarkets.com designates the
Company as “Caveat Emptor” or “Shell Risk” (collectively, “Negative Designation”), the Company shall
immediately cause OTCMarkets.com to remove such designation (any Negative Designation shall in any case be removed from OTCMarkets within
five (5) days or such failure shall be an Event of Default pursuant to the Note); any breach of the foregoing shall be considered an event
of default under the Certificate of Designation.


 


h.                  
Trading Activities. Neither the Buyer nor its
affiliates has an open short position in the common stock of the Company and the Buyer agrees that it shall not, and that it will cause
its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.


 


i.                    
The Buyer is Not a “Dealer”. 
 The Buyer and the Company hereby acknowledge and agree that solely with respect to the transactions contemplated by this agreement
and services, if any, provided by the Buyer to the Company, the Buyer has not: (i) acted as an underwriter; (ii) acted as a market
maker or specialist; (iii) acted as “de facto” market maker; or (iv) conducted any other professional market activities such
as providing investment advice, extending credit and lending securities in connection; and thus that the Buyer is not a “Dealer”
as such term is defined in the 1934 Act.


 


5.                  
Transfer Agent Instructions. The Company shall
issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the
Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Series C Shares in
accordance with the terms of the Certificate of Designation (the “Irrevocable Transfer Agent Instructions”).  In the
event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement,
a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not
limited to the provision to irrevocably reserve shares of common stock in the Reserved Amount (as defined in the Certificate of Designation)
signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or
the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive
legend specified in Section 2(j) of this Agreement.  The Company warrants that: (i) no instruction other than the Irrevocable Transfer
Agent Instructions referred to in this Section 5, will be


 




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given by the Company to its transfer agent and that
the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement
and the Certificate of Designation; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer
agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer
upon conversion of or otherwise pursuant to the Certificate of Designation or this Agreement as and when required by thereby; and (iii)
it will not fail to remove (or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing)
any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares
issued to the Buyer upon conversion of the Series C Shares of or otherwise pursuant to the Certificate of Designation or this Agreement
as and when required thereby.   If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with
an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale
or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the
case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in
such name and in such denominations as specified by the Buyer.  The Company acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby.  Accordingly,
the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in
the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer shall be entitled, in addition
to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing
economic loss and without any bond or other security being required.


 


6.                  
Conditions to the Company’s Obligation to Sell.
The obligation of the Company hereunder to issue and sell the Series C Shares to the Buyer at the Closing is subject to the satisfaction,
at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s
sole benefit and may be waived by the Company at any time in its sole discretion:


 


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


 


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


 


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


 


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


 




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7.                  
Conditions to The Buyer’s Obligation to Purchase.
The obligation of the Buyer hereunder to purchase the Series C Shares at the Closing is subject to the satisfaction, at or before the
Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived
by the Buyer at any time in its sole discretion:


 


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


 


b.                  
The Company shall have delivered to the Buyer the Series
C Shares by way of book entry as confirmed by the Company’s transfer agent in accordance with Section 1(b) above.


 


c.                  
The Irrevocable Transfer Agent Instructions, in form
and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.


 


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


 


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


 


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


 


g.                  
The Company’s transfer agent shall be engaged
to act as the transfer agent for the Series C Preferred Shares.


 




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h.                  
 The Certificate of Designation shall be properly authorized
and filed with the Secretary of State of the State of Nevada and declared effective.


8.                  
Governing Law; Miscellaneous.


 


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


 


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


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


 


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


 


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


 





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f.                   
Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall
be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered
by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, email, or facsimile, addressed
as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation
generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first (1st) business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is to be received) or (b) on the second (2nd) business
day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the heading of this Agreement with
a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck, NY 11021,
Attn: Allison Naidich, facsimile: 516-466-3555, e-mail: allison@nwlaw.com. Each party shall provide notice to the other party of any change
in address.


 


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


 


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


 


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


 




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


 


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


 


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


 


Eco Innovation Group, Inc.


 


By: /s/ Julia Ptey-Raudes     


Name: Julia Otey-Raudes


Title: Chief Executive Officer


 


 


GENEVA ROTH REMARK HOLDINGS, INC. 


 


By: /s/ Curt Kramer    


Name: Curt Kramer


Title: President


 


 


AGGREGATE SUBSCRIPTION AMOUNT:


 


Number of Series C Preferred Shares purchased83,750


 


Aggregate Purchase Price:$83,750.00


 




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EXHIBIT A


Certificate of Designation


See attached.