Exhibit
10.1


 


PROMISSORY
NOTE PURCHASE AGREEMENT


 


THIS
PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 2, 2021 (the “Execution
Date”), by and between Nevly Holdings Corp., a Delaware corporation (the “Company”) and Bridgeway National
Corp., a Delaware corporation (the “Purchaser”).


 


RECITALS


 


WHEREAS,
the Company and the Purchaser are executing and delivering this Agreement in reliance upon an 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 “Securities Act”); and


 


WHEREAS,
the Purchaser desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement
(i) 9% convertible promissory notes of the Company, in the form attached hereto as Exhibit A, in an aggregate principal amount
of up to US$500,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto
in accordance with the terms thereof, the “Notes”, and each, a “Note”), convertible into shares
(the “Conversion Shares”) of Common Stock pursuant to the terms of the Notes.


 


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


 


Article
I

CERTAIN DEFINITIONS


 


Section
1.1RECITALS. The parties acknowledge and
agree that the recitals set forth above are true and correct and are hereby incorporated in and made a part of this Agreement.


 


Section
1.2DEFINED TERMS. As used in this Agreement,
the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):


 


“Agreement”
shall have the meaning specified in the preamble hereof.


 


“Closing”
shall have the meaning specified in Section 2.3.


 


“Closing
Date” shall have the meaning specified in Section 2.3


 


“Common
Stock” shall mean the Company’s common stock, $0.01 par value per share, and any shares of any other class of common
stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and
assets (upon liquidation of the Company).


 


“Company”
shall have the meaning specified in the preamble to this Agreement.


 




    	 	- 1 -	 



    	 



    

 


“Confidential
Information” means any information disclosed by any party to this Agreement to the another party to this Agreement, either
directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents, formulae,
business information, trade secrets, technology, strategies, prototypes, samples, plant and equipment), whether or not designated as
“Confidential,” “Proprietary” or some similar designation. Confidential Information may also include information
disclosed by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made
generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made
generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party;
(iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving
party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party
without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without
use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the
receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party
gives the disclosing party prompt written notice of such requirement prior to such disclosure and reasonable assistance in obtaining
an order protecting the information from public disclosure.


 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and
disbursements and costs and expenses of expert witnesses and investigation).


 


“Environmental
Laws” shall have the meaning set forth in Section 4.12.


 


“Execution
Date” shall have the meaning set forth in the preamble to this Agreement.


 


“Indemnified
Party” shall have the meaning specified in Section 7.2.


 


“Indemnifying
Party” shall have the meaning specified in Section 7.2.


 


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


 


“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company that is
material and adverse to the Company and/or any condition, circumstance, or situation that prohibit or otherwise materially interfere
with the ability of the Company to enter into and/or perform its obligations under any Transaction Document.


 


“Note”
shall have the meaning set forth in the Recitals.


 


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


 


“Purchaser”
shall have the meaning specified in the preamble to this Agreement.


 


“Regulation
D” shall mean Regulation D promulgated under the Securities Act.


 


“Securities”
shall mean the Notes and Conversion Shares.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Transaction
Documents” shall mean this Agreement and the Note and all schedules and exhibits hereto and thereto.


 




    	 	- 2 -	 



    	 



    

 


Article
II

PURCHASE AND SALE OF NOTE


 


Section
2.1Purchase of Note. On the Closing Date,
the Company shall issue and sell to the Purchasers and the Purchasers agree to purchase from the Company the Notes.


 


Section
2.2Form of Payment. On the Closing Date,
under the terms of the Notes, the Purchaser shall fund the payment for the Notes in tranches with the first tranche due within ten (10)
business days of the Issue Date (the “Initial Tranche Funding Date”) and in an amount equal to $200,000 (the “Initial
Tranche Amount”) and each successive tranche (each a “Tranche Funding Date”) shall be funded by the Purchaser
within five (5) business days of receiving written request from the Corporation provided that each subsequent request shall be in an
amount equal to or greater than $100,000, in accordance with the Company’s written wiring instructions against delivery of the
Notes, subject to Section 8.7.


 


Section
2.3Closing Date. Subject to the satisfaction
(or written waiver) of the conditions thereto set forth in Article VI below, the “Closing Date” shall be 5:00
P.M., Eastern Standard Time on or about the Execution Date, or such other mutually agreed upon time. The closing of the transactions
contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to
by the parties.


 


Article
III

REPRESENTATIONS AND WARRANTIES OF PURCHASERS


 


The
Purchaser represents and warrants to the Company that:


 


Section
3.1NO LEGAL ADVICE FROM THE COMPANY. The
Purchaser acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with
its own legal counsel and investment and tax advisors. Except with respect to the representations, warranties and covenants contained
in this Agreement, the Purchaser is relying solely on such counsel and advisors and not on any statements or representations of the Company
or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated
by this Agreement or the securities laws of any jurisdiction.


 


Section
3.2AUTHORITY. The Purchaser has the requisite
power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized
by all necessary action and no further consent or authorization of the Purchaser is required. This Agreement constitutes the valid and
binding obligation of the Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency,
or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles
of general application.


 


Section
3.3ORGANIZATION AND STANDING. The Purchaser
is a duly formed entity or series thereof, validly existing and in good standing under the laws of the jurisdiction of its formation
with full right and authority to enter into and to consummate the transactions contemplated by this Agreement and the Notes.


 




    	 	- 3 -	 



    	 



    

 


Article
IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to the Purchaser that, except as set forth in the disclosure schedules hereto, as of the Execution Date
and at the Closing Date:


 


Section
4.1ORGANIZATION OF THE COMPANY. The Company
is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware, with the requisite
power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not
in violation or default of any of the provisions of its certificate of incorporation, bylaws or other organizational or charter documents.
The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction
in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to
be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect
and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail
such power and authority or qualification.


 


Section
4.2AUTHORITY/ISSUANCE. The Company has the
requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents. The execution and
delivery of this Agreement and the Securities by the Company and the consummation by it of the transactions contemplated hereby and thereby
have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors
or stockholders is required. Each of this Agreement and each Note has been duly executed and delivered by the Company and constitutes
a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application. The Conversion Shares are duly authorized and fully reserved
for issuance and, upon conversion of each Note, in accordance with its 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, with the Purchaser being entitled to all rights
accorded to a holder of Common Stock.


 


Section
4.3NO CONFLICTS. The execution, delivery
and performance of this Agreement and the Note by the Company, and the consummation by the Company of the transactions contemplated hereby
and thereby, do not and will not: (a) result in a violation of the Company’s certificate of incorporation, by-laws or other organizational
or charter documents, (b) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become
a default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any “lock-up” or similar
provision of any agreement to which the Company is a party, or (c) result in a violation of any federal, state or local law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property
or asset of the Company 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), nor is the Company otherwise in violation
of, conflict with or in default under any of the foregoing. The business of the Company is not being conducted in violation of any law,
ordinance or regulation of any governmental entity. The Company is not required under federal, state or local law, rule or regulation
to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order
for it to execute, deliver or perform any of its obligations under this Agreement or the Note.


 


Section
4.4NO MATERIAL ADVERSE CHANGE. No event has
occurred that would have a Material Adverse Effect on the Company.


 




    	 	- 4 -	 



    	 



    

 


Section
4.5LITIGATION AND OTHER PROCEEDINGS. Except
as set forth on Schedule 4.7, (i) there are no actions, suits, investigations, inquiries or proceedings pending or, to the knowledge
of the Company, threatened against or affecting the Company or any of its properties, (ii) nor has the Company received any written or
oral notice of any such action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect. No judgment,
order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator
or governmental agency which would have a Material Adverse Effect.


 


Section
4.6REGISTRATION RIGHTS. Except as set forth
on Schedule 4.8, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities
of the Company.


 


Section
4.7PURCHASER’S STATUS. The Company
acknowledges and agrees that the Purchaser is acting solely in the capacity of arm’s length purchaser with respect to the Transaction
Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Purchaser is not acting as
a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions
contemplated hereby and thereby and any advice given by the Purchaser or any of its representatives or agents in connection with the
Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Purchaser’s purchase of
the Note. The Company further represents to the Purchaser that the Company’s decision to enter into the Transaction Documents has
been based solely on the independent evaluation by the Company and its representatives and advisors.


 


Section
4.8NO GENERAL SOLICITATION; NO INTEGRATED OFFERING.
The Company is not nor are any of its respective affiliates, nor any Person acting on their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale
of the Note. Neither the Company, 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 Securities Act
of the issuance of the Note and/or Conversion Shares to the Purchaser. The issuance of the Note and/or Conversion Shares to the Purchaser
will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder
approval provisions applicable to the Company or its securities.


 


Section
4.9INTELLECTUAL PROPERTY RIGHTS. The Company
owns or possesses adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations,
service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights
necessary to conduct its business as now conducted. The Company’s material trademarks, trade names, service marks, service mark
registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets
or other intellectual property rights have not expired or been terminated, or, by the terms and conditions thereof, could expire or terminate
within two years from the date of this Agreement. The Company does not have any knowledge of any infringement by the Company of any material
trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations,
trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information
by others, and there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened
against, the Company regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks,
service mark registrations, trade secret or other infringement, which could reasonably be expected to have a Material Adverse Effect.


 




    	 	- 5 -	 



    	 



    

 


Section
4.10ENVIRONMENTAL LAWS. To the Company’s
knowledge, the Company (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating
to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants
(“Environmental Laws”), (ii) has received all permits, licenses or other approvals required of it under applicable
Environmental Laws to conduct its respective businesses and (iii) is in compliance with all terms and conditions of any such permit,
license or approval, except where, in each of the three foregoing clauses, the failure to so comply could not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect.


 


Section
4.11TITLE. The Company has good and marketable
title in fee simple to all real property owned by it and good and marketable title in all personal property owned by it that is material
to the business of the Company, in each case free and clear of all Liens and, except for Liens as do not materially affect the value
of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and Liens
for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property
and facilities held under lease by the Company is held under valid, subsisting and enforceable leases with which the Company is in compliance
with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings
by the Company.


 


Section
4.12INSURANCE. The Company is insured by
insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company reasonably
believes to be prudent and customary in the businesses in which the Company is engaged. The Company has not been refused any insurance
coverage sought or applied for, and the Company has no 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 materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations
of the Company, taken as a whole.


 


Section
4.13REGULATORY PERMITS. The Company possesses
all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary
to conduct its businesses, and the Company has not received any notice of proceedings relating to the revocation or modification of any
such certificate, authorization or permit.


 


Section
4.14TAX STATUS. The Company has made or filed
all federal and state income and all other material tax returns, reports and declarations required by any jurisdiction to which it is
subject (unless and only to the extent that the Company 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 provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction,
and the officers of the Company know of no basis for any such claim.


 


Section
4.15FOREIGN CORRUPT PRACTICES. The Company
does not have any knowledge that the Company, any agent or other Person acting on behalf of the Company, has (i) directly or indirectly,
used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity,
(ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties
or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any Person acting
on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of
the Foreign Corrupt Practices Act of 1977, as amended.


 




    	 	- 6 -	 



    	 



    

 


Section
4.16CERTAIN FEES. No brokerage or finder’s
fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchaser shall have no
obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated
in this Section 4.20 that may be due in connection with the transactions contemplated by the Transaction Documents.


 


Section
4.17MONEY LAUNDERING. The Company is in compliance
with, and has not previously violated, the USA PATRIOT ACT of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws
and regulations, including, but not limited to, the laws, regulations and Executive Orders and sanctions programs administered by the
U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001));
and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.


 


Section
4.18ILLEGAL OR UNAUTHORIZED PAYMENTS; POLITICAL
CONTRIBUTIONS. The Company has not, nor, to the best of the Company’s knowledge (after reasonable inquiry of its officers and
directors), any of the officers, directors, employees, agents or other representatives of the Company or any other business entity or
enterprise with which the Company is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment,
contribution or gift of money, property, or services, whether or not in contravention of applicable law, (a) as a kickback or bribe to
any Person or (b) to any political organization, or the holder of or any aspirant to any elective or appointive public office except
for personal political contributions not involving the direct or indirect use of funds of the Company.


 


Section
4.19ABSENCE OF SCHEDULES. In the event that,
at the Closing, the Company does not deliver any disclosure schedule contemplated by this Agreement, the Company hereby acknowledges
and agrees that (i) each such undelivered disclosure schedule shall be deemed to read as follows: “Nothing to Disclose”,
and (ii) no Purchaser has otherwise waived delivery of such disclosure schedule.


 


Article
V

COVENANTS OF THE COMPANY


 


Section
5.1TAXES. The Company shall pay any and all
transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery of each Note.


 


Section
5.2Use of Proceeds.
The Company shall use the proceeds from the sale of the Notes for working capital and other general corporate purposes and shall not,
directly or indirectly, use such proceeds for any loan or advances to, or investment in, or the repayment of any debts to, any of its
officers, directors or affiliates or any other corporation, partnership, enterprise or other Person.


 


Article
VI

CONDITIONS TO CLOSING


 


Section
6.1CONDITIONS PRECEDENT TO THE OBLIGATION OF
COMPANY TO SELL THE NOTES. The obligation of the Company hereunder to sell the Notes is subject to the satisfaction of each of the
following conditions:


 




    	 	- 7 -	 



    	 



    

 


(a)       ACCURACY
OF PURCHASERS’ REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Purchaser shall be true and correct
in all material respects as of the Execution Date and as of the date of the Closing as though made at each such time.


 


(b)       PERFORMANCE
BY PURCHASERS. The Purchaser shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Purchasers at or prior to the Closing.


 


Section
6.2CONDITIONS PRECEDENT TO THE OBLIGATION OF
PURCHASERS TO PURCHASE THE NOTES. The obligation of the Purchaser hereunder to purchase the Notes is subject to the satisfaction
of each of the following conditions:


 


(a)       ACCURACY
OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company in this Agreement shall
be true and correct in all material respects as of the Execution Date and as of the Closing Date.


 


(b)       PERFORMANCE
BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(c)       NO
INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects
any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect
of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.


 


(d)       NO
VIOLATION. No litigation, statute, regulation, order, guidance, decree, writ, ruling or injunction shall have been enacted, entered,
promulgated, threatened or endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction
which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction
Documents.


 


(e)       GOOD
STANDING. The Company shall have delivered to the Purchaser a certificate of good standing issued by the State of Delaware, dated
within 5 days prior to the Execution Date.


 


(f)       BOARD
APPROVAL. The Company shall deliver executed copies of its board consent authorizing the transactions contemplated by this Agreement
and approving the Transaction Documents.


 


(g)       DELIVERY
OF NOTES. The Company shall have delivered to the Purchaser its duly executed Note.


 


Article
VII

NOTICES; INDEMNIFICATION


 


Section
7.1NOTICES. All notices, demands, requests,
consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein,
shall be (a) personally served, (b) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (c) delivered
by reputable air courier service with charges prepaid, or (d) transmitted by hand delivery, facsimile, or e-mail as a PDF, addressed
as set forth below or to such other address as such party shall have specified most recently by written notice given in accordance herewith.
Any notice or other communication required or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery
by e-mail at the address 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 (ii) on the second business day following the date of mailing by express courier service or on the fifth
business day after deposited in the mail, in each case, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur.


 




    	 	- 8 -	 



    	 



    

 


The
addresses for such communications shall be:


 


If
to the Company:


 


Nevly
Holdings Corp. 


2253
Valdina Street, Suite 175


Dallas,
Texas 75207

Attention: Chief Financial Officer


 


If
to the Purchaser:


 


Bridgeway
National Corp.


1015
15th Street NW, Suite 1030


Washington
DC 20005


Email:
eric.blue@bridgewaynational.com


Phone:
202-827-3838


Attention:
Eric Blue, CEO & Chief Investment Officer


 


Any
party hereto may from time to time change its address or e-mail for notices under this Section 7.1 by giving at least ten (10)
days’ prior written notice of such changed address to the other parties hereto.


 


Section
7.2INDEMNIFICATION. Each party hereto (an
“Indemnifying Party”) agrees to indemnify and hold harmless each other party along with its officers, directors, employees,
and authorized agents (an “Indemnified Party”) from and against any Damages, joint or several, and any action in respect
thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach
of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this
Agreement.


 


Article
VIII

MISCELLANEOUS


 


Section
8.1GOVERNING LAW. All questions concerning
the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to any principles of conflicts of law.


 


Section
8.2Jurisdiction. Each party agrees that all
legal actions, suits, proceedings and claims concerning the interpretations, enforcement and defense of the transactions contemplated
by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting
in the City of New York, New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),
and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing
a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
If any party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the
obligations of the Company elsewhere in this Agreement, the prevailing party in such action or proceeding shall be reimbursed by the
non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


 




    	 	- 9 -	 



    	 



    

 


Section
8.3JURY TRIAL WAIVER. THE COMPANY AND
THE PURCHASER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES HERETO AGAINST ANY
OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS.


 


Section
8.4ASSIGNMENT. This Agreement shall be binding
upon and inure to the benefit of the Company and the Purchaser and their respective assignees or successors. Neither this Agreement nor
any rights of the Company hereunder may be assigned by the Company to any other Person. This Agreement and any rights of the Purchaser
hereunder may be assigned by the Purchaser to any assignee of such Purchaser’s Note.


 


Section
8.5NO THIRD-PARTY BENEFICIARIES. This Agreement
is intended for the benefit of the Company and the Purchaser and their respective assignees or successors, and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person.


 


Section
8.6ENTIRE AGREEMENT. The Transaction Documents,
together with the exhibits and schedules thereto, contain the entire understanding of the Company and the Purchaser with respect to the
matters covered herein and therein and supersede all prior agreements and understandings, oral or written, with respect to such matters,
which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


Section
8.7FEES AND EXPENSES. Except as expressly
set forth in the Transaction Documents or any other writing to the contrary, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement. The Company shall pay all stamp taxes and other taxes and duties levied in connection
with the delivery of the Note to the Purchaser.


 


Section
8.8COUNTERPARTS. This Agreement may be executed
in multiple counterparts, each of which may be executed by less than all of the parties and shall be deemed to be an original instrument
which shall be enforceable against the parties actually executing such counterparts and all of which together shall constitute one and
the same instrument. This Agreement may be delivered to the other parties hereto by e-mail of a copy of this Agreement bearing the signature
of the parties so delivering this Agreement.


 




    	 	- 10 -	 



    	 



    

 


Section
8.9SEVERABILITY. In the event that any provision
of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall
continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes
the economic benefit of this Agreement to any party.


 


Section
8.10FURTHER 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.


 


Section
8.11NO 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.


 


Section
8.12EQUITABLE RELIEF. The Company recognizes
that in the event that it fails to perform, observe, or discharge any or all of its obligations under this Agreement, any remedy at law
may prove to be inadequate relief to the Purchasers. The Company therefore agrees that the Purchaser shall be entitled to temporary and
permanent injunctive relief in any such case without the necessity of proving actual damages.


 


Section
8.13TITLE AND SUBTITLES. The titles and subtitles
used in this Agreement are used for the convenience of reference and are not to be considered in construing or interpreting this Agreement.


 


Section
8.14AMENDMENTS; WAIVERS. No provision of
this Agreement may be amended other than by a written instrument signed by all parties hereto, and no provision of this Agreement may
be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. No failure or delay
in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.


 


Section
8.15PUBLICITY. The Company and the Purchaser
shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated
hereby and no party shall issue any such press release or otherwise make any such public statement, other than as required by law, without
the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent
shall be required if such disclosure is required by law, in which such case the disclosing party shall provide the other party with prior
notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser without
the prior written consent of the Purchaser, except to the extent required by law.


 


**
Signature Page Follows **


 




    	 	- 11 -	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the Execution Date.


 


	 	COMPANY:
	 	 
	 	NEVLY
    HOLDINGS CORP. 
	 	 
	 	By:
    	 
	 	Name:
    	Daniel
    Ghebrihiwet
	 	Title:
    	Authorized
    Signatory
	 	 	 
	 	 	 
	 	THE
    PURCHASER:
	 	 
	 	BRIDGEWAY
    NATIONAL CORP.
	 	 
	 	By:
    	 
	 	Name:
    	Eric
    Blue
	 	Title:
    	CEO
    & Chief Investment Officer


 


**
Signature Page to Promissory Note Purchase Agreement **


 




    	 	 	 



    	 



    

 


EXHIBIT
A


 


FORM
OF CONVERTIBLE PROMISSORY NOTE