Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE AGREEMENT (the
 “Agreement”), dated as of July 26th, 2021 (the “Effective Date”), by and between Q BIOMED, INC.,
a Nevada corporation, with headquarters located at c/o Ortoli Rosenstadt LLP, 366 Madison Avenue, 3rd Floor, New York, NY 10017 (the “Company”),
and PLATINUM POINT CAPITAL LLC, a Nevada limited liability company, with its address at 211 east 43rd Street, Suite 626,
New York, NY 10017 (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”);


 


B.            WHEREAS,
subject to the terms and provisions hereinafter set forth and upon the terms and subject to the limitations and conditions set forth in
the Notes (as defined below), (i) the Buyer desires to purchase, the Company desires to sell and issue to Buyer, unsecured promissory
note each in the form attached hereto as Exhibit A (the “First Notes”) convertible into shares of common stock,
$0.001 par value per share, of the Company (the “Common Stock”)(the “First Closing”), and (ii) the
Buyer desires to purchase and the Company desires to sell and issue to Buyer, one or more additional promissory notes convertible into
shares of Common Stock, each in the form attached hereto as Exhibit A (the “Additional Notes” and together with
the First Notes, the “Notes”) as may mutually be agreed in additional closings as set forth in Section 1(d) below
(the “Additional Closings”) (each of the First Closing and the Additional Closings are sometimes hereinafter individually
referred to as a “Closing” and collectively as the “Closings” and this Agreement any and all documents
or instruments executed or to be executed by in connection with this Agreement, including the Notes and the Irrevocable Transfer Agent
Instructions, together with all modifications, amendments, extensions, future advances, renewals, and substitutions thereof are sometimes
hereinafter individually referred to as a “Transaction Document” and collectively as the “Transaction Documents”);
and


 


C.            WHEREAS,
the aggregate principal amount of Notes sold pursuant to this Agreement shall not exceed Eight Hundred Six Thousand Two Hundred Fifty
and No/100 United States Dollars (US$806,250.00), which amount may be subject to increase by the mutual agreement of the parties.


 


NOW
THEREFORE, the Company and the Buyer hereby agree as follows:


 


 1.              PURCHASE AND SALE OF NOTE.




 


a.            Purchase
of Notes. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Buyer, agrees to purchase, at
each Closing, and Company agrees to sell and issue to the Buyer, at each Closing, a Note in the amount of the purchase price applicable
to each Closing as more specifically set forth below.


 






     


     


    

 


b.            First
Closing. The First Closing of the purchase and sale of the First Notes in an aggregate principal amount of Eight Hundred Six Thousand
Two Hundred Fifty and No/100 United States Dollars (US$806,250.00) for an aggregate purchase price of Seven Hundred Fifty Thousand and
No/100 United States Dollars (US$750,000.00), and shall take place on the Effective Date, subject to satisfaction of the conditions to
the First Closing set forth in this Agreement (the “First Closing Date”). Subject to the satisfaction (or waiver) of
the terms and conditions of this Agreement, in respect of the First Closing Date the Buyer shall purchase a First Note in the principal
amount set forth opposite the Buyer’s name in column (3) on the Buyer Schedule attached hereto for a purchase price
set forth opposite the Buyer’s name in column (4) on the Buyer Schedule hereto. Additional Closings of the purchase
and sale of the Notes shall be at such times and for such amounts as determined in accordance with Section 1(d) below, subject
to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the “Additional Closing Dates”,
collectively, with the First Closing Date, referred to as the “Closing Dates”). The Closings shall occur on the respective
Closing Dates through the use of overnight mails and subject to customary escrow instructions from the Buyer and its counsel, or in such
other manner as is mutually agreed to by the Company and the Buyer.


 


c.            Form of
Payment. On each Closing Date, (i) the Buyer shall pay the purchase price set forth on the face thereof for a Note to be issued
and sold to the Buyer at such Closing (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 such Note to the Buyer in the principal amount
set forth on the face thereof, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer,
against delivery of such Purchase Price.


 


d.            Additional
Closings. At any time after the First Closing but prior to the maturity date of any of the Notes issued in the First Closing, which
is twelve (12) months following the issuance of the Note, the Company may request that the Buyer purchase additional Notes hereunder in
Additional Closings by written notice to the Buyer, and, subject to the conditions below, the Buyer shall purchase such additional Notes
in such amounts and at such times as the Buyer and the Company may mutually agree, so long as no default or “Event of Default”
(as such term is defined in any of the Transaction Documents) shall have occurred or be continuing under this Agreement or any other Transaction
Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default
or an Event of Default hereunder or thereunder; and any additional purchase of Notes beyond the purchase of Notes at the First Closing
shall have been approved by the Buyer, which approval may be given or withheld in the Buyer’s sole and absolute discretion.


 






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2.             REPRESENTATIONS
AND WARRANTIES OF THE BUYERS.     The Buyer represents and warrants
to the Company that:


 


a.            Investment
Purpose. As of the date hereof, the Buyer is purchasing the Notes and the shares of Common Stock issuable upon conversion of or otherwise
pursuant to the Notes (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account
of interest on the Notes (ii) as a result of the events described in Sections


 


1.3 and 1.4(g) of each Note or (iii) in
payment of the Standard Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares
of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Notes, the “Securities”)
for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or
exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does
not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at
any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.


 


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


 


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


 


d.            Information.
The Buyer and its advisors, if any, have been, and for so long as any Note remains outstanding will continue to be, furnished with all
materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities
which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as any Note remains
outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company
has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed
to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation
conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s
representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves
a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations
and warranties made herein.


 






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e.            Governmental
Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed
upon or made any recommendation or endorsement of the Securities.


 


f.            Transfer
or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under
the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold
pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost
of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions
to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined
in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or
otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the
Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor
rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, not to exceed $300
per opinion, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions,
which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only
in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under
circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined
in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder;
and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any
state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing
or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin
account or other lending arrangement. 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 or Regulation S, within three
(3) business days of delivery of the opinion to the Company, the Company shall pay to the Buyer liquidated damages of three and one
half percent (3.5%) of the outstanding amount of applicable Note per day plus accrued and unpaid interest on such Note, prorated for partial
months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be pay
the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price (as defined in the
Note) at the time of payment.


 






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g.            Legends.
The Buyer understands that each Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be
sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that
can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of the certificates for such Securities):


 


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


 


The legend set forth above
shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped,
if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration
statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the
number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion
of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale
or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be 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 or Regulation S, at the Deadline (as such term is defined in Section 1.4(d) of the Note), it will be considered
an Event of Default pursuant to Section 3.2 of the Note.


 


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


 






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i.              
Residency. The Buyer is organized in the jurisdiction set forth on its signature page.


 


3.            REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company makes the following representations and warranties to the Buyer, each of which shall be
true and correct in all respects as of the date of the execution and delivery of this Agreement and as of the date of each Closing hereunder,
and which shall survive the execution and delivery of this Agreement:


 


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.
The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction
in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where
the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means
any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries,
if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection
herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the
Company owns, directly or indirectly, any equity or other ownership interest.


 


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


 


c.            Capitalization.
As of July 23, 2021, the authorized capital stock of the Company consists of 250,000,000shares of Common Stock, of which
approximately 27,500,000 shares are issued and outstanding. Except as disclosed in the SEC Documents, no shares are reserved
for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other
than the Notes) exercisable for, or convertible into or exchangeable for shares of Common Stock and an aggregate of 8,000,000 shares
are reserved for issuance upon conversion of the Notes. All of such outstanding shares of capital stock are, or upon issuance will
be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to
preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the
actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement,
(i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal,
agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights
convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which
the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of
its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated
to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price
adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders)
that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and
correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of
Incorporation”), the Company’s By- laws, as in effect on the date hereof (the “By-laws”), and the terms of
all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in
respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s
Chief Executive Officer on behalf of the Company as of each Closing Date.


 






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d.            Issuance
of Shares. The issuance of each Note is duly authorized and, upon issuance in accordance with the terms of this Agreement, will be
validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances
with respect to the issue thereof. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of each Note
in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims
and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders
of the Company and will not impose personal liability upon the holder thereof.


 


e.            Acknowledgment
of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the
Conversion Shares upon conversion of each Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion
of each Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance
may have on the ownership interests of other shareholders of the Company.


 






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f.            No
Conflicts. The execution, delivery and performance of this Agreement and the Notes by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion
Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate
or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or
both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a
violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations
of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries
or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material
Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other
organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice
or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries
has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets
of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate,
have a Material Adverse Effect. 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.
Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the
Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental
agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform
any of its obligations under this Agreement, the Note in accordance with the terms hereof or thereof or to issue and sell the Note in
accordance with the terms hereof and to issue the Conversion Shares upon conversion of the Note. All consents, authorizations, orders,
filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on
or prior to the date hereof. The Company is not in violation of the listing requirements of the OTC Markets Group Inc. (the “OTCMKTS”),
the OTCMKTS or any similar quotation system, and does not reasonably anticipate that the Common Stock will be delisted by the OTC, the
OTCMKTS or any similar quotation system, in the foreseeable future nor are the Company's securities “chilled” by DTC. The
Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.


 






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g.            SEC
Documents; Financial Statements. The Company has timely filed all quarterly and annual reports 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”).
The Company has delivered to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents,
and except as such Documents are available EDGAR filings on the SEC’s sec.gov website. As of their respective dates, 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, the financial statements of the Company included in the SEC Documents complied
as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles,
consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the
Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for
the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the
financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than
(i) liabilities incurred in the ordinary course of business subsequent to May 31, 2021 and (ii) obligations under contracts
and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected
in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results
of the Company. The Company is subject to the reporting requirements of the 1934 Act. For the avoidance of doubt, filing of the documents
required in this Section 3(g) via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”)
shall satisfy all delivery requirements of this Section 3(g).


 


h.            Absence
of Certain Changes. Subject to the last Since May 31, 2021 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. On May 5, 2021, we entered into an agreement
with Aedesius Holdings Ltd. (“Aedesius”) pursuant to which the Company agreed to sell Aedesius up to $30,000,000 of
common stock and warrants with the first tranche of $5,000,000 to be completed by June 30, 2021. To date, Aedesius has failed
to perform and the Company has no visibility as to whether it ever will.


 






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i.            Absence
of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against
or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material
Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of the Company,
threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would 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.


 


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


 


k.            No
Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal
restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected
in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement
which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.


 


l.            Tax
Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax
returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the
Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or
determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its
books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns,
reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any
jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with
respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of
the Company’s tax returns is presently being audited by any taxing authority.


 






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m.            Certain
Transactions. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in
the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties
and other than the grant of stock options disclosed on Schedule 3(c), none of the officers, directors, or employees of the Company is
presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge
of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee or partner.


 


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


 


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


 


p.            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.


 






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


 


r.            Permits;
Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits,
easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and
to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending
or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company
nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts,
defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since
May 31, 2021, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults
or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults
or violations would not have a Material Adverse Effect.


 


 s.             Environmental Matters.




 


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


 






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


 


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


 


t.            Title
to Property. Except as disclosed in the SEC Documents the Company and its Subsidiaries have good and marketable title in fee simple
to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company
and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects or such as would not have a Material Adverse
Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting
and enforceable leases with such exceptions as would not have a Material Adverse Effect.


 


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


 


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


 


w.            Solvency.
The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair
market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and
matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after
giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that
would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did
not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the
transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a
qualified opinion in respect of its current fiscal year. For the avoidance of doubt any disclosure of the Borrower’s ability
to continue as a “going concern” shall not, by itself, be a violation of this Section 3(w).


 






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x.            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.


 


y.            Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries
are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business
at a cost that would not have a Material Adverse Effect. Upon written request the Company will provide to the Buyer true and correct copies
of all policies relating to directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general
liability coverage.


 


z.            Bad
Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on
the basis of being a “bad actor” as that term is established in the September 19, 2013 Small Entity Compliance Guide
published by the SEC.


 


aa. Shell Status. The
Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously
has been a “shell” issuer, that at least twelve


 


(12) months have passed since the Company has
reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct
its counsel to either (i) write a 144 – 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept
such opinion from the Buyer’s counsel.


 


bb. No-Off Balance Sheet
Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated
or other off-balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that
otherwise could be reasonably likely to have a Material Adverse Effect.


 






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cc. Manipulation of Price.
The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly, any action designed
to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of any of the Securities,


 


(ii) sold, bid for, purchased, or paid any
compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for
soliciting another to purchase any other securities of the Company.


 


dd. Sarbanes-Oxley Act.
The Company and each Subsidiary is in material compliance with all applicable requirements of the Sarbanes-Oxley Act of 2002 that are
effective as of the date hereof, and all applicable rules and regulations promulgated by the SEC thereunder that are effective as
of the date hereof.


 


ee. Employee Relations.
Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union. The
Company believes that its and its Subsidiaries’ relations with their respective employees are good. No executive officer (as defined
in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has notified
the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s
employment with the Company or any such Subsidiary. To the knowledge of the Company, no executive officer or other key employee of the
Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment contract, confidentiality,
disclosure or proprietary information agreement, non- competition agreement, or any other contract or agreement or any restrictive covenant,
and the continued employment of each such executive officer or other key employee (as the case may be) does not subject the Company or
any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance
with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms
and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.


 


ff. Breach of Representations
and Warranties by the Company. The Company agrees that if the Company breaches any of the representations or warranties set forth
in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement and it being considered
an Event of Default under Section 3.5 of the Note, the Company shall pay to the Buyer the Standard Liquidated Damages Amount in cash
or in shares of Common Stock at the option of the Company, until such breach is cured. If the Company elects to pay the Standard Liquidated
Damages Amounts in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.


 


gg. Buyer Status.
The Company acknowledges that the Buyer is not registered as a broker-dealer under Section 15(a) of the Exchange Act or an
affiliate of any person registered as any such broker-dealer and the Buyer is not affiliated with, or a member of, any governmental
authority or other institution having oversight over the finance industry.


 






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 4.             COVENANTS.




 


a.            Best
Efforts. The parties shall use their commercially reasonable best efforts to satisfy timely each of the conditions described in Section 7
and 8 of this Agreement.


 


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


 


c.            Use
of Proceeds. The Company shall not use the proceeds from the sale of the Notes, directly or indirectly, for any loan to or investment
in any other corporation, partnership, enterprise or other person (except in connection with its currently existing obligations as reported
publicly)..


 


d.            Share
Reserve. The amount of Conversion Shares reserved for issuance upon each conversion of each Note, shall be increased by the Company
from time to time in ensure that a sufficient amount of Conversion Shares is available for immediate issuance upon a full conversion of
each of the Notes.


 


e.            Financial
Information. The Company agrees to send or make available the following reports to the Buyer until the Buyer transfers, assigns,
or sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy of its Annual
Report on Form 10-K its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within one
(1) day after release, copies of all press releases issued by the Company or any of its Subsidiaries; and
(iii) contemporaneously with the making available or giving to the shareholders of the Company, copies of any notices or other
information the Company makes available or gives to such shareholders. For the avoidance of doubt, filing the documents required in
(i) above via EDGAR or releasing any documents set forth in (ii) above via a recognized wire service shall satisfy the
delivery requirements of this Section 4(e).


 


f.            Listing.
The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation
system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer
owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all
Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any
of the Securities, maintain the listing and trading of its Common Stock on the OTCMKTS, OTCBB, OTCQB, OTC Pink or any equivalent
replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq SmallCap”),
the New York Stock Exchange (“NYSE”), or the NYSE MKT and will comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority
(“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any material
notices it receives from the OTCMKTS and any other exchanges or quotation systems on which the Common Stock is then listed regarding
the continued eligibility of the Common Stock for listing on such exchanges and quotation systems. The Company shall pay any and all
fees and expenses in connection with satisfying its obligation under this Section 4(f).


 






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


 


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


 


i.            Failure
to Comply with the 1934 Act. So long as the Buyer beneficially owns any Note, the Company shall comply with the quarterly and annual
reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.


 


j.            Trading
Activities. The Buyer nor its affiliates has an open short position (or other hedging or similar transactions) 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.


 


k.            Restriction
on Activities. Commencing as of the date first above written, and until the sooner of the six month anniversary of the date
first written above or payment of the Note in full, or full conversion of the Note, the Company shall not, directly or indirectly,
without the Buyer’s prior written consent, which consent shall not be unreasonably withheld and with the exception of any
notes currently held by the Yorkville Advisors family of funds: (a) change the nature of its business; (b) sell, divest,
acquire, change the structure of any material assets other than in the ordinary course of business; or (c) solicit any offers
for, respond to any unsolicited offers for, or conduct any negotiations with any other person or entity in respect of any variable
rate debt transactions (i.e., transactions in which the conversion or exercise price of the security issued by the Company varies
based on the market price of the Common Stock) above $500,000, whether a transaction similar to the one contemplated hereby or any
other investment; or (d) file any registration statements with the SEC.


 






     17


     


    

 


l.            Legal
Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at the Company’s cost)
for promptly (within ten (10) business days from the Buyer’s request) supplying to the Company’s transfer agent and the
requesting the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the
sale of Conversion Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933
Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares are not then
registered under the 1933 Act for resale pursuant to an effective registration statement). Should the Company’s legal counsel fail
for any reason to issue the Legal Counsel Opinion, the Buyer may (at the Company’s cost) secure another legal counsel to issue the
Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion.


 


m.            Par
Value. If the closing bid price at any time a Note is outstanding falls below $0.001 for five (5) consecutive days, the Company
shall cause the par value of its Common Stock to be reduced to $0.0001 or less.


 


n.            Breach
of Covenants. The Company agrees that 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 Section 3.4
of the Notes, the Company shall pay to the Buyer the Standard Liquidated Damages Amount in cash or in shares of Common Stock at the option
of the Buyer, until such breach is cured, or with respect to Section 4(d) above, the Company shall pay to the Buyer the Standard
Liquidated Damages Amount in cash or shares of Common Stock, at the option of the Buyer, upon each violation of such provision. If the
Buyer elects to receive the Standard Liquidated Damages Amounts in shares of Common Stock, such shares shall be issued at the Conversion
Price at the time of payment.


 






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o.            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 Notes in accordance with the terms thereof (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 the this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the
Reserved Amount) 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 Rule 144 without any restriction as to
the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive
legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other than the
Irrevocable Transfer Agent Instructions referred to in this Section, and stop transfer instructions to give effect to
Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933
Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of
Securities as of a particular date that can then be immediately sold), will be 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 Note; (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 Notes as and when required by the Notes and this Agreement; and
(iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders 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 or otherwise pursuant to the Notes as and when required by the Note
and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in
Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the
Securities. If the Buyer provides the Company, at the cost of the Company not to exceed $300, with (i) 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 and such sale or transfer is effected or (ii) the Buyer provides
reasonable assurances that the Securities can be sold pursuant to Rule 144, 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 may be
inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, 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.


 


p.            Transaction
Expense Amount. Upon the First Closing, the Company shall pay US$15,000.00 to the Buyer’s legal counsel for preparation of
the Transaction Documents (the “Transaction Expense Amounts”). The Transaction Expense Amounts shall be offset against
the proceeds of the First Notes and shall be paid to the Buyer’s legal counsel upon the execution hereof. Additionally,
$56,250.00 has been added to the Principal Amount of the First Note as part of the original issue discount.


 






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q.            Issuance
of Warrant Shares to Buyers. As additional consideration for the Buyer loaning the Purchase Price to the Company, the Company shall
issue in connection with the First Closing, a warrant to purchase 645,000 shares of Common Stock to the Buyer (the “Warrant Shares”)


 


r.            Additional
Expenses. In addition to the Transaction Expense Amounts, the Company shall reimburse the Buyer for any and all expenses incurred
by them in connection with the performance of the Transaction Documents, including, without limitation, reasonable attorneys’ and
consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications
of the Transaction Documents or any consents or waivers of provisions in the Transaction Documents, fees for the preparation of opinions
of counsel, and costs of restructuring the transactions contemplated by the Transaction Documents. When possible, the Company must pay
these fees directly, including, but not limited to, any and all wire fees, otherwise the Company must make immediate payment for reimbursement
to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer.


 


5.            CONDITIONS
PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell a Note to the Buyer
at a Closing is subject to the satisfaction, at or before each 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 its portion of 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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 6.             CONDITIONS
PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE.




 


a.             The
obligation of the Buyer hereunder to purchase a First Note at the First Closing is subject to the satisfaction, at or before the
First 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:


 


(i)            The
Company shall have executed one or more copy of this Agreement and delivered the same to the Buyer.


 


(ii)            The
Board of Directors of the Company shall have approved by Unanimous Written Consent (the “Consent”) the Issuance and transactions
contemplated by this Agreement and the First Notes and the Company shall have delivered a copy of such fully executed Consent to the Buyer.


 


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


 


(iv)            The
Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer that is majority-in-interest holder of the outstanding
Notes, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent and a copy of such fully executed
Irrevocable Transfer Agent Instructions shall have been delivered to the Buyer.


 


(v)            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
First 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 First Closing Date. The Buyer shall have received a certificate
or certificates, executed by the chief executive officer of the Company, dated as of the First 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 Company’s
Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.


 






     21


     


    

 


(vi)            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.


 


(vii)            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.


 


(viii)            The
Conversion Shares shall have been authorized for quotation on the OTCMKTS, OTCBB, OTCQB, OTC Pink or any similar quotation system and
trading in the Common Stock on the OTCBB, OTCQB or any similar quotation system shall not have been suspended by the SEC or the OTCBB,
OTCQB, OTC Pink or any similar quotation system.


 


(ix)            The
Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the First Closing Date.


 


(x)             The Buyer shall have received the Warrants as set forth herein.


 


b.The obligation of the Buyer hereunder to purchase
Additional Notes at any Additional Closing is subject to the satisfaction, at or before applicable Additional 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:


 


(i)            The
Company shall have executed the Transaction Documents applicable to the Additional Closing and delivered copies of the same to the Buyer.


 


(ii)            The
representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such
representations and warranties are already qualified as to materiality in Section 2 above, in which case, such representations and
warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the Additional
Closing Date as though made at that 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 Additional Closing Date.


 






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(iii)            No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect.


 


(iv)            No
default or Event of Default shall have occurred and be continuing under this Agreement or any other Transaction Documents, and no event
shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default under
this Agreement or any other Transaction Documents.


 


(v)            The
Company shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the
transactions contemplated by this Agreement and the Transaction Documents.


 


 7.             GOVERNING LAW; MISCELLANEOUS.




 


a.            Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles
of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement,
the Notes or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the state courts of
New York, in the federal courts located in the District of the State of New York, or in such other jurisdiction and venue as the Holder
may determine in its sole discretion. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of
any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF
ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION
DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party
its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection
herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative
to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision
which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any other manner permitted by law.


 






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b.            Counterparts;
Signatures by Facsimile. 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. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


c.            Construction;
Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not be construed against any
person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect
the interpretation of, this Agreement.


 


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


 


e.            Entire
Agreement; Amendments. This Agreement, the Notes 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 Buyer the majority in interest holder of the outstanding Notes.


 


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 email or facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received),
or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice
is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed
to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:


 


If to the Company, to:


 


Q BioMed, Inc.


c/o Ortoli Rosenstadt LLP


 


366 Madison Avenue, 3rd Floor


New York, NY 10017


Attn: Denis Corin


 


If to the Buyer, to the address set forth on the signature
page hereto.


 


Each party shall provide notice to the other party of any change in
address.


 






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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 the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of
the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases
Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act,
without the consent of the Company.


 


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


 


i.            Survival.
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing
hereunder not withstanding any due diligence investigation conducted by or on behalf of the Buyer. 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.


 


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


 


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


 






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l.            Remedies.
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 transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations
under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of
this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to
the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to
enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security
being required.


 


m.            Publicity.
The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, OTCMKTS
or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however,
that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, OTCMKTS (or other applicable
trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer
shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof
and be given an opportunity to comment thereon).


 


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


 






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o.            Other
Notes; Variable Securities. So long as any Notes remain outstanding, the Company shall be prohibited from effecting or entering into
an agreement to involving a Variable Rate Transaction. "Variable Rate Transaction" means a transaction in which the Company
(i) issues or sells any Convertible Securities either (A) at a conversion, exercise or exchange rate or other price that is
based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance
of such Convertible Securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future
date after the initial issuance of such Convertible Securities or upon the occurrence of specified or contingent events directly or indirectly
related to the business of the Company or the market for the Common Stock, other than pursuant to a customary "weighted average"
anti-dilution provision or (ii) enters into any agreement (including, without limitation, an equity line of credit or an "at-the-market"
offering) whereby the Company may sell securities at a future determined price (other than standard and customary "preemptive"
or "participation" rights). Each Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such
issuance, which remedy shall be in addition to any right to collect damages. “Convertible Securities” means any capital stock
or other security of the Company that is at any time and under any circumstances directly or indirectly convertible into, exercisable
or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including,
without limitation, Common Stock).


 


p.            Terms
of Future Financings. So long as any Notes are outstanding, upon any issuance by the Company or any of its subsidiaries of any security
with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly
provided to the Buyers in the Notes, then the Company shall notify the Buyers of such additional or more favorable term and such term,
at each Buyer’s option, shall become a part of the transaction documents with the Company. The types of terms contained in another
security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts,
prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per
share, and warrant coverage.


 


q.            Registration
Right; Piggy-Back Registration Rights. Registration Rights: The Company shall file a registration statement with the SEC with
respect to all shares issuable upon conversion of the Notes or upon exercise of the Warrants (“Registration Statement”)
within ninety days of the date hereof. Further, the Company shall make its best efforts to have the Registration Statement deemed
effective, but Buyer acknowledges that such event is out of the Company’s control and the failure to have the Registration
Statement deemed effective within any period of time (so long as such failure is not solely under the Company’s control) shall
not be an Event of Default or result in any penalties to the Company. Piggy-back Rights: If the Company files a registration
statement with the SEC prior to the 180th day from the date hereof, the Company shall make its best efforts to include
all shares issuable upon conversion of the Notes or exercise of the Warrants in such registration statement. Failure to file the
Registration Statement in the required time period or comply with the Piggy-back rights (so long as the Company is not limited by
the SEC as to the number of shares that will be allowed under the Piggy-back registration statement, in which case the Buyer’s
securities will be reduced first) will result in an Event of Default and liquidated damages of 30% of the outstanding principal
balance of this Note, but not less than Fifteen Thousand and No/100 United States Dollars ($15,000), being immediately due and
payable to each Buyer at their election in the form of cash payment or addition to the balance of their Note.


 


[signature page follows]


 






     27


     


    

 


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


 


	Q BIOMED, INC.	 
	 	 
	By:	/s/ Denis Corin	 
	Name: Denis Corin	 
	Title: CEO	 




 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK


SIGNATURE PAGE(S) FOR BUYER(S) FOLLOW]


 






     28


     


    

 


BUYER 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 Execution Date.


 


Name of Buyer: Platinum Point Capital LLC A Nevada limited liability
company


Signature
of Authorized Signatory of Buyer: ___________________________


Name
of Authorized Signatory: _________________________________________________


Title
of Authorized Signatory:  __________________________________________________


 


Subscription Amount/Principal Amount of Notes: $806,250.00


Purchase
Prices of Notes: $750,000.00


 


 


 


EIN Number: _____________________


 


[SIGNATURE PAGES CONTINUE]


 



     29


     


    




 


BUYER SCHEDULE


 


	(1)	(2)	(3)	(4)
	Buyer	Address and E-mail	Principal

 Amount of First 

Note	Purchase Price of 

First Note
	Platinum Point Capital LLC	211 East 43rd Street., Suite 626, New York, NY 10017 Attn: Attn: Brian Freifeld, President brian@platinumpointcap.com	US$806,250.00	US$750,000.00



 






     


     


    

 


Exhibit A


 


Note


 


See attached