Exhibit 10.1


 


NOTE
PURCHASE AGREEMENT


 


This
Note Purchase Agreement (this “Agreement”) is dated as of ____________________, 2020 by and between Amesite
Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (the
“Purchaser”).


 


WHEREAS,
the Company desires to issue and sell to each Purchaser, and each Purchaser, desires to purchase from the Company, a Note (as
defined below) with a principal amount as set forth in the Note (the “Offering”).


 


WHEREAS,
the Notes (as defined below) subscribed for pursuant to this Agreement have not been registered under the Securities Act of 1933,
as amended (the “Securities Act”). The Offering is being made on a reasonable best efforts basis to “accredited
investors,” as defined in Regulation D under the Securities Act in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder.


 


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


 


ARTICLE
I.


DEFINITIONS


 


1.1
Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise
defined herein have the meanings given to such terms in the Note (as defined herein), and (b) the following terms have the meanings
set forth in this Section 1.1:


 


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


 


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


 


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


 


“Closing”
means the closing of the purchase and sale of the Note pursuant to Section 2.1.


 


“Closing
Date” means the Business Day when all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Purchase Price and (ii) the
Company’s obligations to deliver the Note have been satisfied or waived.


 


“Company
Counsel” means Sheppard, Mullin, Richter & Hampton LLP, with offices located at 30 Rockefeller Plaza, New York,
NY 10112.


 


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


 






    -1-


     


    

 


“Material
Adverse Effect” shall mean (i) a material adverse effect on the legality, validity or enforceability of any Transaction
Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or
otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability
to perform in any material respect on a timely basis its obligations under any Transaction Document.


 


“Note”
means the unsecured convertible promissory note issued by the Company to the Purchaser hereunder, in the form attached hereto
as Exhibit A.


 


“Offering”
shall have the meaning ascribed to such term in the preamble to this Agreement.


 


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


 


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


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.


 


“Purchase
Price” means the aggregate amount to be paid for the Note purchased hereunder as specified below Purchaser’s name
on the signature page of this Agreement and next to the heading “Purchase Price,” in United States dollars and in
immediately available funds.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Transaction
Documents” means this Agreement, the Note, all exhibits and schedules hereto and any other documents or agreements executed
in connection with the transactions contemplated hereunder.


 


ARTICLE
II.


PURCHASE
AND SALE


 


2.1
Closing. Upon satisfaction of the conditions set forth in Sections 2.2 and 2.3, a Closing shall occur at
the offices of Company Counsel or such other location as the parties hereto shall mutually agree.


 


2.2
Deliveries.


 


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


 


(i)
this Agreement duly executed by the Company; and


 


(ii)
the Note, registered in the name of such Purchaser, in the form set forth as Exhibit A.


 






    -2-


     


    

 


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


 


(i)
this Agreement duly executed by such Purchaser; and


 


(ii)
such Purchaser’s Purchase Price by check or wire transfer to the account as specified in writing by the Company.


 


(iii)
a completed accredited investor questionnaire, in the form attached hereto as Exhibit B.


 


2.3
Closing Conditions.


 


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


 


(i)
the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchaser contained herein;


 


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


 


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


 


(b)
The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions
being met:


 


(i)
the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained
herein;


 


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


 


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


 


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


 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


3.1
Representations and Warranties of the Company. The Company hereby represents and warrants as of the date hereof and as
of the Closing Date to the Purchaser as follows:


 


(a)
Organization and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing and
in good standing under the laws of the State of Delaware, with the requisite corporate 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.


 






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


 


(c)
Issuance of the Note. The Notes are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be valid obligations of the Company.


 


(d)
Capitalization. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable,
have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation
of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any
stockholder, the Board of Directors or others is required for the issuance and sale of the Note. There are no stockholders agreements,
voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party
or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 


3.2
Representations and Warranties of the Purchasers. The Purchaser hereby represents and warrants as of the date hereof and
as of the Closing Date to the Company as follows:


 


(a)
Organization; Authority. Each Purchaser: (i) if a natural person, represents that the Purchaser has the full legal capacity
to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof
and thereof; (ii) if a corporation, partnership, or limited liability company, or association, joint stock company, trust, unincorporated
organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Note, such
entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation
of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other
organizational documents, such entity has full power and authority to execute and deliver this Agreement and all other related
agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Note, the execution
and delivery of this Agreement has been duly authorized by all necessary action, this Agreement has been duly executed and delivered
on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Agreement in
a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement
in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability
company or partnership, or other entity for whom such Purchaser is executing this Agreement, and such individual, partnership,
ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform
pursuant to this Agreement and represents that this Agreement constitutes a legal, valid and binding obligation of such entity.
The execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement
or controlling document to which the Purchaser is a party or by which it is bound.


 






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(b)
Purchaser Status. At the time the Purchaser was offered the Note, it was, and as of the date hereof it is (i) an “accredited
investor” as defined in Rule 501(a) under the Securities Act or (ii) a “qualified institutional buyer” as defined
in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15
of the Exchange Act.


 


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


 


ARTICLE
IV.


COVENANTS


 


4.1
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the
Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide
any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information,
unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information.
The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in
securities of the Company.


 


4.2
Use of Proceeds. The Company shall use the net proceeds from the sale of the Note hereunder for general corporate and working
capital purposes.


 


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


 






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ARTICLE
V.


MISCELLANEOUS


 


5.1
Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all fees, stamp
taxes and other taxes and duties levied in connection with the delivery of any Note to the Purchasers.


 


5.2
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written,
with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.3
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New York
City time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Business Day or
later than 5:30 p.m. (New York City time) on any Business Day, (c) the second Business Day following the date of mailing, if sent
by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required
to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.


 


5.4
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written
instrument signed, in the case of an amendment, by the Company and the Purchasers holding at least 50% in interest of the Notes
then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No
waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.


 


5.5
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof.


 


5.6
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any
Person to whom such Purchaser assigns or transfers any Note, provided that such transferee agrees in writing to be bound, with
respect to the transferred Note, by the provisions of the Transaction Documents that apply to the “Purchasers.”


 


5.7
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 







5.8
Governing Law; Venue. All questions concerning the construction, validity, enforcement and interpretation of the Transaction
Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without
regard to the principles of conflicts of law thereof. All disputes arising out of or in connection with this Agreement or any
of the Transaction Documents shall be submitted to the federal or state courts sitting in the State of New York, County of New
York. The parties hereto submit to the jurisdiction of said courts.


 


5.9
Survival. The representations and warranties of the parties hereto shall survive the Closing and the delivery of the Note
for the applicable statute of limitations.


 






    -6-


     


    

 







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


 


5.11
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.12
Replacement of Note. If the Note purchase hereby is mutilated, lost, stolen or destroyed, the Company shall issue or cause
to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution
therefor, a new Note, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction.
The applicant for a Note under such circumstances shall also pay any reasonable third-party costs (including customary indemnity)
associated with the issuance of such replacement Note.


 


5.13
Independent Nature of Purchasers’ Obligations and Rights. The obligations of the Purchaser under any Transaction
Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way
for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained
herein or in any other Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute
the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by
the Transaction Documents. The Purchaser shall be entitled to independently protect and enforce its rights, including, without
limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary
for any other Purchaser to be joined as an additional party in any proceeding for such purpose. The Purchaser has been represented
by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide
all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required
or requested to do so by the Purchasers.


 


5.14
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.


 


5.15
Construction. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to
revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
hereto.


 


5.16
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


5.17
Brokers or Finders. Laidlaw & Company (UK) Ltd., a U.S.-registered broker-dealer (“Laidlaw”), will be paid
by the Company a referral fee of ten percent (10%) of the aggregate gross Purchase Price of the Notes introduced by them. The
Company will also pay certain expenses of Laidlaw in connection with the Notes, not to exceed two percent (2%), of the aggregate
gross Purchase Price paid to the Company by the Purchasers. Laidlaw, and certain of its officers and affiliated persons, are also
shareholders of Amesite and therefore may have potential conflicts of interest with each Purchaser.


 


[SIGNATURE
PAGES FOLLOW]


 




    -7-


     


    


 


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


 


	AMESITE
                                         INC.

        

        
	 	Address
                                         for Notice:

        

        

	 	 	 
	By:	 	 	205
                                         E. Washington Street
	 	Name:	Ann Marie Sastry, Ph.D.	 	Suite
        B
	 	Title:	Chief Executive Officer	 	Ann
        Arbor, MI 48104
	With
                                         a copy to (which shall not constitute notice):

         

        Sheppard,
        Mullin, Richter & Hampton LLP

        30
        Rockefeller Plaza

        New
        York, NY 10112

        Attn:
        Richard Friedman

        
	 	 


 


[SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 




     


     


    


 


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


 


Purchase
Price: $________________


 


	

        If
        the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:

         

	Purchaser:	 	 

        
	 	 	 
	 	 	 	 	 	 	 
	 	Print
    Name	 	 	 	Social
    Security Number	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Signature	 	Date	 	Mailing
    Address	 
	 	 	 	 	 	 	 
	Co-Purchaser
                                         (if applicable):

        
	 	 	 	 
	 
	 	 	 	 	 	 	 
	 	Print
    Name	 	 	 	Social
    Security Number	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Signature	 	Date	 	Address
    (if different from above)	 


 


	If
    the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:
	 	 	 

        
	 	 	 	 
	 	Name
    of Partnership, Corporation, Limited Liability Company or Trust	 	 	 	Federal
    Taxpayer Identification Number	 
	 	By:
	 
	 

        
	 	 	 	 
	 	 	Name:	 	 	 	 	Date	 
	 	 	Title:	 	 	 	 	 	 
	 	
	 	 	 	Business
    Address

                                                                                
	 
	


 




     


     


    


 


EXHIBIT
A


 


FORM
OF NOTE


 




     


     


    


 


EXHIBIT
B


 


AMESITE
INC.


 


ACCREDITED
INVESTOR CERTIFICATION


For
Individual Investors Only


 


(all
Individual Investors must INITIAL where appropriate):


 


		Initial	_______ 	 	I have a net worth of at least US$1 million either individually
or through aggregating my individual holdings and those in which I have a joint, community property or other similar shared ownership
interest with my spouse. (For purposes of calculating your net worth under this paragraph, (a) your primary residence
shall not be included as an asset; (b) indebtedness secured by your primary residence, up to the estimated fair market value
of your primary residence at the time of your purchase of the securities, shall not be included as a liability (except that if
the amount of such indebtedness outstanding at the time of your purchase of the securities exceeds the amount outstanding 60 days
before such time, other than as a result of the acquisition of your primary residence, the amount of such excess shall be included
as a liability); and (c) indebtedness that is secured by your primary residence in excess of the estimated fair market value of
your primary residence at the time of your purchase of the securities shall be included as a liability.)



 


		Initial	_______ 	 	I have had an annual gross income for the past two years
of at least US$200,000 (or US$300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach
the same level in the current year.



 


		Initial	_______	 	I
                                         am a director or executive officer of Amesite
                                         Inc.



 


For
Non-Individual Investors (Entities)


(all
Non-Individual Investors must INITIAL where appropriate):


 


		Initial	_______ 	 	The investor certifies that it is a partnership, corporation,
limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual
Investors set forth above (in which case each such person must complete the Accreditor Investor Certification for Individuals
above as well the remainder of this questionnaire).



 


		Initial	_______ 	 	The investor certifies that it is a partnership, corporation,
limited liability company or business trust that has total assets of at least US$5 million and was not formed for the purpose
of investing the Company.



 


		Initial	_______ 	 	The investor certifies that it is an employee benefit
plan whose investment decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is a bank, savings and loan
association, insurance company or registered investment advisor.



 


		Initial	_______ 	 	The investor certifies that it is an employee benefit
plan whose total assets exceed US$5,000,000 as of the date of this Agreement.



 


 


		Initial	_______ 	 	The undersigned certifies that it is a self-directed
employee benefit plan whose investment decisions are made solely by persons who meet at least one of the criteria for Individual
Investors.



 


		Initial	_______ 	 	The investor certifies that it is a U.S. bank, U.S.
savings and loan association or other similar U.S. institution acting in its individual or fiduciary capacity.



 


		Initial	_______ 	 	The undersigned certifies that it is a broker-dealer
registered pursuant to §15 of the Securities Exchange Act of 1934.



 






     


     


    

 


		Initial	_______ 	 	The investor certifies that it is an organization described
in §501(c)(3) of the Internal Revenue Code with total assets exceeding US$5,000,000 and not formed for the specific purpose
of investing in the Company.



 


		Initial	_______ 	 	The investor certifies that it is a trust with total
assets of at least US$5,000,000, not formed for the specific purpose of investing in the Company, and whose purchase is directed
by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the
merits and risks of the prospective investment.



 


		Initial	_______	 	The
                                         investor certifies that it is a plan established and maintained by a state or its political
                                         subdivisions, or any agency or instrumentality thereof, for the benefit of its employees,
                                         and which has total assets in excess of US$5,000,000.



 


		Initial	_______	 	The
                                         investor certifies that it is an insurance company as defined in §2(13) of the Securities
                                         Act of 1933, or a registered investment company.



 


		Initial	_______	 	The
                                         investor certifies that it is an investment company registered under the Investment Company
                                         Act of 1940, a business development company as defined in section 2(a)(48) of the Securities
                                         Act of 1933, as amended or a Small Business Investment Company licensed by the U.S. Small
                                         Business Administration Under section 301(c) or (d) of the Small Business Investment
                                         Act of 1985.