EXHIBIT
10.1


 


EQUITY
LINE PURCHASE AGREEMENT


 


THIS
EQUITY LINE PURCHASE AGREEMENT (the “Agreement”), is entered into as of May 18, 2020 (the “Execution
Date”), by and between Endonovo Therapeutics, Inc., a Delaware corporation (the “Company”), and Cavalry
Fund I LP, a Delaware limited partnership (the “Investor”).


 


RECITALS


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Ten Million Dollars ($10,000,000)
(the “Aggregate Put Amount”) of the Company’s Common Stock (as defined below);


 


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 the Investor hereby agree as follows:


 


AGREEMENT


 


1.
PURCHASE AND SALE OF COMMON STOCK.


 


(a)
Commitment Period and Obligation to Purchase. Upon the satisfaction of the conditions set forth in Sections 6 and
7 (the date such conditions are first satisfied, the “Effective Date”), the Company shall have the right,
but not the obligation, from time to time for a period of up to Twenty-Four (24) months from the Effective Date (the “Commitment
Period”), to direct the Investor to purchase shares (“Put Shares”) of the Company’s common
stock $0.0001 par value, (“Common Stock”) up to the Aggregate Put Amount pursuant to the terms set forth herein.
The purchase process shall be initiated by the Company’s delivery to the Investor of a written notice, substantially in
the form of Exhibit A hereto (a “Put Notice”), setting forth the amount of Put Shares (as defined below)
which the Company intends to require the Investor to purchase pursuant to the terms of this Agreement.


 


(b)
Standard Puts.


 


(i)
Standard Put Volume. Subject only to the limitations in this Section 1 and Section 7, the Company may, in
its sole discretion on any Trading Day that the Closing Price is not below $0.01, deliver a Put Notice to direct the Investor
to purchase up to Three Hundred Thousand (300,000) Put Shares per Put Notice (each such purchase a “Standard Put”),
at the Standard Purchase Price; provided that the amount of Put Shares in any Standard Put may be increased as follows: (A) up
to Four Hundred Thousand (400,000) Put Shares if the Closing Price of the Common Stock is not below $0.25 on the applicable Put
Date, (B) up to Five Hundred Thousand (500,000) Put Shares if the Closing Price of the Common Stock is not below $0.40 on the
applicable Put Date (as defined below).


 


(ii)
Standard Put Timing. On any Trading Day during the Commitment Period, and in any case subject to the satisfaction of the
conditions set forth in Sections 6 and 7, the Company may make a Standard Put at any time after the close of trading
on the Principal Market on such Trading Day (the “Put Period”) (each such date, a “Put Date”)
to direct the Investor to purchase Put Shares as set forth in Subsection 1(b)(i).


 




    	 	 	 



     


    

 


(iii)
Standard Put Frequency. The Company may make multiple Standard Puts on a Put Date, provided that the Put Shares, and the
Pro-Rata Commitment Shares as applicable, for each Standard Put previously made by the Company have been successfully delivered
to the Investor as DWAC Shares. The Company many not make any Standard Puts until 24 hours after the effective time of the S-1
or within five (5) Trading Days of each Effectiveness Commitment Share Date.


 


(c)
Accelerated Puts.


 


(i)
Accelerated Put Defined. Subject to the limitations of this Subsection 1(c), the Company may deliver additional
Put Notices pursuant to this Subsection 1(c) to the Investor on the same Put Date as the Company delivers a Standard Put pursuant
to Subsection 1(b) (each such purchase an “Accelerated Put”).


 


(ii)
Accelerated Put Volume. Subject to the limitations in this Section 1, and if the Closing Price of the Common Stock
on the applicable Put Date is not below $0.05, the Company may, in its sole discretion, deliver a Put Notice for an Accelerated
Put to direct the Investor to purchase up to the lesser of (X) 300% of the Put Shares purchased in Standard Put(s) on the applicable
Put Date or (Y) 30% of the trading volume of the Common Stock as reported on the Principal Market on such Put Date, in each case
at the Accelerated Purchase Price.


 


(iii)
Accelerated Put Timing. The Company may deliver a Put Notice for an Accelerated Put during the Put Period on each Put Date
when the Company has made Standard Put(s) for the maximum number of Put Shares as allowed under Subsection 1(b); provided
that the Put Shares, and the Pro-Rata Commitment Shares as applicable, for each Standard Put previously made by the Company have
been successfully delivered to the Investor as DWAC Shares.


 


(iv)
Accelerated Put Frequency. The Company may make multiple Accelerated Puts on a Put Date, provided that the Put Shares,
and the Pro-Rata Commitment Shares as applicable, for each Accelerated Put previously made by the Company have been delivered
to the Investor as DWAC Shares. The Company many not make any Accelerated Puts until 24 hours of the effective time of the S-1
or within five (5) Trading Days of each Effectiveness Commitment Share Date.


 


(d)
Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall
not issue or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when
aggregated with all other shares of Common Stock then beneficially owned by the Investor and its affiliates (as calculated pursuant
to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor
and its affiliates of more than 4.99% of the then issued and outstanding shares of Common Stock (the “Beneficial Ownership
Limitation”). Upon the written or oral request of the Investor, the Company shall promptly confirm in writing to the
Investor the number of shares of Common Stock then outstanding. The Investor’s written certification to the Company of the
applicability of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive
with respect to the applicability thereof and such result absent manifest error.


 


(e)
Excess Shares. If the Company delivers a Put Notice for an amount of Put Shares exceeding the limitations set forth in
this Section 1, the Investor shall have no obligation to purchase any Put Shares in excess of such limitations (“Excess
Shares”), and the Investor shall return to the Company the Excess Shares. Additionally, the Investor shall have the
right to deduct the portion of Purchase Price in any Put Notice related to any Excess Shares and any Clearing Costs related to
the return of such Excess Shares at each Closing.


 




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(f)
Commitment Shares.


 


(i)
Execution Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company
shall cause the Transfer Agent to issue 385,963 shares of Common Stock (the “Execution Commitment Shares”)
directly to the Investor on the Execution Date, which shall be fully earned as of the Execution Date, whether or not the Effective
Date shall occur or any Put Shares are purchased by the Investor under this Agreement and irrespective of any termination of this
Agreement.


 


(ii)
Initial Effectiveness Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement,
on the earlier of (A) the Thirtieth (30th) day (or the Trading Day following such date if such date is not a Trading Day) following
the effectiveness of the Registration Statement filed pursuant to Section 4(b) or (B) Two Hundred Tenth (210th) day (or
the Trading Day following such date if such date is not a Trading Day) following the Execution Date (the “Initial Effectiveness
Commitment Share Date”), the Company shall cause the Transfer Agent to issue 385,963 shares of Common Stock (the “Initial
Effectiveness Commitment Shares”), which shall be fully earned as of the Execution Date, whether or not the Effective
Date shall occur or any Put Shares are purchased by the Investor under this Agreement and irrespective of any termination of this
Agreement.


 


(iii)
Subsequent Effectiveness Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement,
on the earlier of (A) the Ninetieth (90th) day (or the Trading Day following such date if such date is not a Trading Day) following
the effectiveness of the Registration Statement filed pursuant to Section 4(b) or (B) Two Hundred Tenth (270th) day (or
the Trading Day following such date if such date is not a Trading Day) following the Execution Date (the “Subsequent
Effectiveness Commitment Share Date” and, together with the Initial Effectiveness Commitment Share Date, the “Effectiveness
Commitment Share Dates”), the Company shall cause the Transfer Agent to issue 385,963 shares of Common Stock (the “Subesequent
Effectiveness Commitment Shares” and, together with the Initial Effectiveness Commitment Shares, the “Effectiveness
Commitment Shares”), which shall be fully earned as of the Execution Date, whether or not the Effective Date shall occur
or any Put Shares are purchased by the Investor under this Agreement and irrespective of any termination of this Agreement. The
Effectiveness Commitment Shares shall be adjusted for any stock split, reverse stock split, reorganization, recapitalization,
non-cash dividend, or other similar transaction that occurs on or after the date of this Agreement.


 


(iv)
Pro-Rata Commitment Shares. In connection with each Put following the Effective Date and until the Company directs the
Investor to purchase Put Shares equal to the Pro-Rata Put Amount, the Company shall issue to the Investor a number of shares of
Common Stock (the “Pro-Rata Commitment Shares”, together with the Execution Commitment Shares and the Effectiveness
Commitment Shares, the “Commitment Shares” and together with the Execution Commitment Shares, the Effectiveness
Commitment Shares and the Put Shares, the “Shares”) equal to the product of (x) the Pro-Rata Commitment Share
Amount and (y) the Pro-Rata Commitment Share Multiplier. The Pro-Rata Commitment Shares shall be issued to the Investor on the
same Business Day as Put Shares are issued to the Investor in connection with the applicable Put as DWAC Shares. In no event shall
the amount of the Pro-Rata Commitment Shares to be issued under this Agreement exceed Pro-Rata Commitment Share Amount, provided
that the Pro-Rata Commitment Share Amount shall be adjusted for any stock split, reverse stock split, reorganization, recapitalization,
non-cash dividend, or other similar transaction that occurs on or after the date of this Agreement.


 




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(g)
Closings. The Closing of a Put shall occur within one (1) Trading Day following the Put Date of each Standard Put or within
one (1) Trading Day following the Accelerated Put Date for each Accelerated Put, whereby, provided that all Put Shares have been
delivered to the Investor as DWAC Shares, the Investor shall deliver the Purchase Price by wire transfer of immediately available
funds to an account designated by the Company (each, a “Closing”). In addition, on or prior to such Closing,
each of the Company and the Investor shall deliver to each other all documents, instruments and writings required to be delivered
or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated
herein.


 


(h)
Stock Splits and Similar Transactions. All share and dollar amounts contained in this Section 1 shall be adjusted
for any stock split, reverse stock split, reorganization, recapitalization, non-cash dividend, or other similar transaction that
occurs on or after the date of this Agreement.


 


2.
INVESTOR’S REPRESENTATIONS AND WARRANTIES.


 


The
Investor represents and warrants as of the Execution Date that:


 


(a)
Organization; Authority. The Investor is an entity duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions
contemplated by the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.


 


(b)
No Public Sale or Distribution. The Investor is (i) acquiring the Shares for its own account and not with a view towards,
or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under
the 1933 Act; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Shares
for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with or pursuant
to a registration statement or an exemption under the 1933 Act. The Investor is acquiring the Shares hereunder in the ordinary
course of its business. The Investor does not presently have any agreement or understanding, directly or indirectly, with any
Person to distribute any of the Shares.


 


(c)
Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)
of Regulation D promulgated by the SEC under the 1933 Act (“Regulation D”).


 


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


 


(e)
Information. the Investor and its advisors, if any, have been furnished with all materials relating to the business, finances
and operations of the Company and materials relating to the offer and sale of the Shares that have been requested by the Investor
in writing. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither
such inquiries nor any other due diligence investigations conducted by the Investor or its advisors, if any, or its representatives
shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained
herein. The Investor understands that its investment in the Shares involves a high degree of risk. The Investor has sought such
accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition
of the Shares.


 




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(f)
No Governmental Review. The Investor understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of
the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.


 


(g)
Transfer or Resale. The Investor understands that: and the Shares may not be offered for sale, sold, assigned or transferred
unless (A) subsequently registered under, or (B) sold, assigned or transferred pursuant to an exemption therefrom.


 


(h)
Legends.


 


(i)
The Investor understands that the certificates or other instruments representing the Shares, until such time as the resale of
the Shares has been registered under the 1933 Act, the stock certificates Shares, except as set forth below, shall bear a restrictive
legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 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,
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.


 


At
any time after the Execution Date, the legend set forth above shall be removed and the Company shall issue a certificate without
such legend to the holder of the Shares upon which it is stamped or, if available, issue to such holder by electronic delivery
at the applicable balance account at The Depository Trust Company (“DTC”), if (i) such Shares are registered
for resale under the 1933 Act, (ii) in connection with a sale, assignment or other transfer (other than pursuant to Rule 144),
such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that such sale, assignment
or transfer of the Shares may be made without registration under the applicable requirements of the 1933 Act, or (iii) the Shares
can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A. The Company shall be responsible for the issuance fees
of its Transfer Agent, its legal counsel (with respect to legal opinions from its counsel covering the Investor in any such opinion
upon any sale pursuant to Rule 144) and all DTC fees associated with such issuance.


 


(i)
Validity; Enforcement. This Agreement and the other Transaction Documents to which the Investor is a party have been duly
and validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal, valid and binding obligations
of the Investor enforceable against the Investor in accordance with their respective terms, except as such enforceability may
be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and
other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(j)
No Conflicts. The execution, delivery and performance by the Investor of the Transaction Documents and the consummation
by the Investor of the transactions contemplated thereby will not (i) result in a violation of the organizational documents of
the Investor or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become
a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture
or instrument to which the Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or
decree (including federal and state securities laws) applicable to the Investor, except in the case of clauses (ii) and (iii)
above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect on the ability of the Investor to perform its obligations hereunder.


 




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(k)
No Bad Actor Disqualification Event. The Investor represents, after reasonable inquiry, that none of the “Bad Actor”
disqualifying events described in Rule 506(d)(l)(i) to (viii) under the 1933 Act (a “Disqualification Event”)
is applicable to the Investor or any of its Rule 506(d) Related Parties (if any), except a Disqualification Event as to which
Rule 506(d)(2)(ii) or (iii) or (d)(3) applies.


 


3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


The
Company represents and warrants to the Investor that, as of the Execution Date and as of the Effective Date:


 


(a)
Organization and Qualification. Each of the Company and its “Subsidiaries” (which for purposes of this
Agreement means any joint venture or any entity in which the Company, directly or indirectly, owns more than 10% of the capital
stock or holds an equivalent equity or similar interest) are entities duly organized and validly existing and in good standing
under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own their properties
and to carry on their business as now being conducted. Each of the Company and its Subsidiaries is duly qualified as a foreign
entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business
conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing
would not reasonably be expected to have a Material Adverse Effect. The Company has no Subsidiaries, except as set forth on Schedule
3(a).


 


(b)
Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform
its obligations under the Transaction Documents and to issue the Shares in accordance with the terms hereof and thereof. The execution
and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated
hereby and thereby, including, without limitation, the reservation for issuance and issuance of the Shares, have been duly authorized
by the Company’s Board of Directors, and any other filings as may be required by any state securities agencies have been
made. No further filing, consent, or authorization is required by the Company, its board of directors or its stockholders. The
Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be
limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(c)
Issuance of Securities. The issuance of the Shares has been duly authorized and upon issuance in accordance with the terms
of this Agreement shall be validly issued and free from all taxes and Liens with respect to the issue thereof. Upon issuance,
the Shares will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes and Liens
with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming
the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and issuance
by the Company of the Shares is exempt from registration under the 1933 Act.


 




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(d)
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares)
will not (i) result in a violation of any certificate or articles of incorporation, any certificate of formation, any certificate
of designations or other constituent documents of the Company or any of its Subsidiaries, any capital stock of the Company or
any of its Subsidiaries or the bylaws of the Company or any of its Subsidiaries or (ii) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would become a default) in any respect under, or 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 (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including
foreign, federal and state laws and regulations) 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.


 


(e)
Consents. Neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of,
or make any filing or registration with, any government, court, regulatory, self-regulatory, administrative agency or commission
or other governmental agency, authority or instrumentality, domestic or foreign, of competent jurisdiction (a “Governmental
Authority”) or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated
by the Transaction Documents, in each case in accordance with the terms hereof or thereof,. The Company and its Subsidiaries are
unaware of any facts or circumstances that might prevent the Company from obtaining or effecting any of the registration, application
or filings pursuant to the preceding sentence.


 


(f)
Acknowledgment Regarding Investor’s Purchase of Securities. The Company acknowledges and agrees that the Investor
is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions
contemplated hereby and thereby and that the Investor is not (i) an officer or director of the Company or any of its Subsidiaries,
or (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries. The Company further acknowledges
that the Investor is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar
capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given
by the Investor 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 Investor’s purchase of the Shares. The Company further represents to the
Investor 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.


 


(g)
No General Solicitation; Placement Agent. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person
acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation
D under the 1933 Act) in connection with the offer or sale of the Shares. Neither the Company nor any of its Subsidiaries has
engaged any placement agent or other agent in connection with the sale of the Shares. In the event that a broker-dealer or other
agent or advisory is engaged by the Company, the Company shall be responsible for the payment of any placement agent’s fees,
financial advisory fees, or brokers’ commissions (other than for persons engaged by the Investor) relating to or arising
out of the transactions contemplated hereby in connection with the sale of the Shares. The Company shall pay, and hold the Investor
harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses)
arising in connection with any such claim.


 


(h)
No Integrated Offering. None of the Company, its Subsidiaries, any of their affiliates, and any Person acting on their
behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under
circumstances that would require registration of any of the Shares under the 1933 Act, whether through integration with prior
offerings or otherwise, or caused this offering of the Shares to require approval of stockholders of the Company for purposes
of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange
or automated quotation system on which any of the securities of the Company are listed or designated, but excluding stockholder
consents required to authorize and issue the Shares or waive any anti-dilution provisions in connection therewith. None of the
Company, its Subsidiaries, their affiliates and any Person acting on their behalf will take any action or steps referred to in
the preceding sentence that would require registration of any of the Shares under the 1933 Act or cause the offering of the Shares
to be integrated with other offerings for purposes of any such applicable stockholder approval provisions.


 




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(i)
SEC Documents; Disclosure. Except as set forth on Schedule 3(i), the Company has filed all reports, schedules, forms,
statements and other documents required to be filed by the Company under the 1933 Act and the 1934 Act, including pursuant to
Section 13(a) or 15(d) thereof, for the one (1) year preceding the Execution Date (or such shorter period as the Company was required
by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated
by reference therein, being collectively referred to herein as the “SEC Documents”) on a timely basis or has
received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension.
As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1933 Act and the
1934 Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents
when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
The financial statements of the Company included in the SEC Documents comply as to form and substance in all material respects
with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations
with respect thereto. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during
the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto or (b) in the
case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements)
and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations
and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial, year-end audit
adjustments). There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or other off
balance sheet entity that is not disclosed by the Company in its financial statements or otherwise that would be reasonably likely
to have a Material Adverse Effect. Except with respect to the material terms and conditions of the transactions contemplated by
the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor
or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information.
The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in
securities of the Company.


 


(j)
Application of Takeover Protections; Registration Rights. The Company and its board of directors have taken all necessary
action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any
distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation, (as defined
in Section 3(r)) any certificates of designations or the laws of the jurisdiction of its formation or incorporation which
is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without
limitation, the Company’s issuance of the Shares and athe Investor’s ownership of the Shares. The Company and its
board of directors have taken all necessary actions, if any, in order to render inapplicable any stockholder rights plan or similar
arrangement if any relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company. Except
as set forth on Schedule 3(j), no Person (other than the Investor) has any right to cause the Company to effect the registration
under the 1933 Act of any securities of the Company or any Subsidiary. Notwithstanding the foregoing, the Company has authorized
Super Voting Series AA Preferred Stock which has effective voting control over all Company affairs and the Company may avail itself
of certain SEC announcements to delay the due date of its QuarterlyReport on Form 10-Q for the period March 31, 2021 to June 29,
2020.


 




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(k)
Material Liabilities; Financial Statements. Except as set forth in the SEC Documents or on Schedule 3(k), the Company
has no liabilities or obligations, absolute or contingent (individually or in the aggregate), except (i) liabilities and obligations
incurred after December 31, 2019 in the ordinary course of business that are not material and (ii) obligations under contracts
made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance
with generally accepted accounting principles as applied in the United States, consistently applied for the periods covered thereby
(“GAAP”). The financial statements of the Company delivered to the Investor on or prior to the Execution Date
are a correct and complete copy of the audited financial statements (including, in each case, any related notes thereto) of the
Company and its Subsidiaries, on a consolidated basis, for the fiscal years ended December 31, 2019 and 2018, which have been
filed with the SEC (the “Financial Statements”), and such statements fairly present in all material respects
the financial position of the Company and its Subsidiaries, on a consolidated basis, at the respective dates thereof and the results
of its operations and cash flows for the periods indicated. The Financial Statements do not contain any untrue statement of a
material fact or omit 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.


 


(l)
Absence of Certain Changes. Except as set forth in the SEC Documents or on Schedule 3(l), since December 31, 2019, there
has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition
(financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Without limiting the generality
of the foregoing, neither the Company nor any of its Subsidiaries has:


 


(i)
declared, set aside or paid any dividend or other distribution with respect to any shares of capital stock of the Company or any
of its Subsidiaries or any direct or indirect redemption, purchase or other acquisition of any such shares;


 


(ii)
sold, assigned, pledged, encumbered, transferred or other disposed of any tangible asset of the Company or any of its Subsidiaries
(other than sales or the licensing of its products to customers in the ordinary course of business consistent with past practice),
or sold, assigned, pledged, encumbered, transferred or other disposed of any Intellectual Property (other than licensing of products
of the Company or its Subsidiaries in the ordinary course of business and on a non-exclusive basis);


 


(iii)
entered into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as hereinafter
defined) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with
respect to any licensing agreement filed or required to be filed with respect to any Governmental Authority;


 


(iv)
made capital expenditures, individually or in the aggregate, in excess of $100,000;


 


(v)
incurred any Lien on any property of the Company or any of its Subsidiaries except for Liens in existence on the Execution Date
that are described on Schedules 3(m) or 3(s) or in the SEC Documents;


 




    	 	9	 



     


    

 


(vi)
made any payment, discharge, satisfaction or settlement of any suit, action, claim, arbitration, proceeding or obligation of the
Company or any of its Subsidiaries, except in the ordinary course of business and consistent with past practice;


 


(vii)
effected any split, combination or reclassification of any equity securities;


 


(viii)
incurred any material loss, destruction or damage to any property of the Company or any Subsidiary, whether or not insured;


 


(ix)
suffered any acceleration or prepayment of any Indebtedness (as defined below) for borrowed money or the refunding of any such
Indebtedness;


 


(x)
incurred any labor trouble involving the Company or any Subsidiary or any material change in their personnel or the terms and
conditions of employment;


 


(xi)
granted any waiver of any valuable right, whether by contract or otherwise;


 


(xii)
made any loan or extension of credit to any officer or employee of the Company;


 


(xiii)
incurred any change in the independent public accountants of the Company or its Subsidiaries or any material change in the accounting
methods or accounting practices followed by the Company or its Subsidiaries, as applicable, or any material change in depreciation
or amortization policies or rates;


 


(xiv)
suffered any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries;


 


(xv)
made any change in any compensation arrangement or agreement with any employee, officer, director or stockholder that would result
in the aggregate compensation to such Person in such year to exceed $150,000, except as disclosed on Schedule 3(l)(xv);


 


(xvi)
made any material increase in the compensation of employees of the Company or its Subsidiaries (including any increase pursuant
to any written bonus, pension, profit sharing or other benefit or compensation plan, policy or arrangement or commitment), or
any increase in any such compensation or bonus payable to any officer, stockholder, director, consultant or agent of the Company
or any of its Subsidiaries having an annual salary or remuneration in excess of $100,000;


 


(xvii)
sustained any revaluation of any of their respective assets, including, without limitation, writing down the value of capitalized
inventory or writing off notes or accounts receivable or any sale of assets other than in the ordinary course of business;


 


(xviii)
made any acquisition or disposition of any material assets (or any contract or arrangement therefor), or any other material transaction
by the Company or any Subsidiary otherwise than for fair value in the ordinary course of business;


 


(xix)
written-down the value of any asset of the Company or its Subsidiaries or written-off as uncollectible of any accounts or notes
receivable or any portion thereof except in the ordinary course of business and in a magnitude consistent with historical practice;


 




    	 	10	 



     


    

 


(xx)
cancelled any debts or claims or any material amendment, termination or waiver of any rights of the Company or its Subsidiaries;
or


 


(xxi)
any agreement, whether in writing or otherwise, to take any of the actions specified in the foregoing items (i) through (xxi).


 


Neither
the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law nor does the Company
have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual
knowledge of any fact that would reasonably lead a creditor to do so.


 


(m)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in Schedule 3(m) hereto,
the Company and its Subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted
or otherwise and whether due or to become due) other than those liabilities or obligations that are disclosed in the SEC Documents
and Financial Statements or which do not exceed, individually in excess of $50,000 and in the aggregate in excess of $100,000.
The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances
known by the Company on the Execution Date and there are no loss contingencies that are required to be accrued by the Statement
of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for in the Financial
Statements.


 


(n)
Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of
or in default under the Certificate of Incorporation, the Certificate of Designations, any other certificate of designation, preferences
or rights of any other outstanding series of preferred stock of the Company or the Bylaws (as defined in Section 3(r))
or any subsidiary’s organizational charter, certificate or articles of incorporation or bylaws, respectively. Neither the
Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation
(each a “Legal Requirement”) applicable to the Company or any of its Subsidiaries, and neither the Company
nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries
possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their
respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually
or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings
relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment,
judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its
Subsidiaries is a party which has or could reasonably be expected to have the effect of prohibiting or materially impairing any
business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries
or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually
or in the aggregate, which have not had and could not reasonably be expected to have a Material Adverse Effect on the Company
or any of its Subsidiaries.


 


(o)
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 of its Subsidiaries has, in the course of its actions for, or on behalf of,
the Company or any of its Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful
payment to any foreign or domestic government official or employee.


 




    	 	11	 



     


    

 


(p)
Management. During the past five year period, no current or former officer or director or, to the knowledge of the Company,
stockholder of the Company or any of its Subsidiaries has been the subject of:


 


(i)
a petition under bankruptcy laws or any other insolvency or moratorium law or has a receiver, fiscal agent or similar officer
been appointed by a court for such Person, or any partnership in which such person was a general partner at or within two years
before the time of such filing, or any corporation or business association of which such person was an executive officer at or
within two years before the time of such filing;


 


(ii)
a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do
not relate to driving while intoxicated or driving under the influence);


 


(iii)
any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining any such person from, or otherwise limiting, the following activities:


 


(1)
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated
person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in
or continuing any conduct or practice in connection with such activity;


 


(2)
Engaging in any type of business practice; or


 


(3)
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation
of securities laws or commodities laws;


 


(iv)
any order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise
limiting for more than 60 days the right of any such person to engage in any activity described in the preceding sub paragraph,
or to be associated with persons engaged in any such activity;


 


(v)
a finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities
law, regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently
reversed, suspended or vacated; or


 


(vi)
a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or
vacated.


 




    	 	12	 



     


    

 


(q)
Transactions With Affiliates. Except as set forth in the SEC Filings or on Schedule 3(q), no current employee, director,
officer or, to the knowledge of the Company, any former employee, director or officer, any stockholder of the Company or its Subsidiaries,
affiliate of any thereof who occupied such role during the past 12 months, (i) a party to any transaction with the Company or
its Subsidiaries (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental
of real or personal property from, or otherwise requiring payments to, any such director, officer or stockholder or such associate
or affiliate or relative) or (ii) the direct or indirect owner of an interest in any corporation, firm, association or business
organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for a passive investment (direct
or indirect) in less than 5% of the common stock of a company whose securities are publicly traded on or quoted), nor does any
such Person receive income from any source other than the Company or its Subsidiaries which relates to the business of the Company
or its Subsidiaries or should properly accrue to the Company or its Subsidiaries. Except as set forth on Schedule 3(q)
and as disclosed in the Company’s SEC filings, no employee, officer, stockholder or director of the Company or any of its
Subsidiaries or member of his or her immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor
is the Company or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of them,
other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the
Company, and (iii) for other standard employee benefits made generally available to all employees or executives (including stock
option agreements outstanding under any stock option plan approved by the board of directors of the Company).


 


(r)
Equity Capitalization. As of the Execution Date, the authorized capital stock of the Company consists of 8,601,848 shares
of Common Stock.All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable.
Except as disclosed in Schedule 3(r): (i) none of the Company’s capital stock is subject to preemptive rights or
any other similar rights or any Liens suffered or permitted by the Company; (ii) there are no outstanding options, scrip, rights
to subscribe to, or calls, exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii)
there are no outstanding, credit agreements, credit facilities evidencing Indebtedness of the Company or any of its Subsidiaries
or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations
in any material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v)
there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of
any of their securities under the 1933 Act; (vi) there are no outstanding securities or instruments of the Company or any of its
Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements
by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries;
(vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance
of the Shares; (viii) the Company has not issued any stock appreciation rights or “phantom stock” or any similar rights;
and (ix) the Company and its Subsidiaries have no liabilities or obligations required to be disclosed in the Financial Statements
in accordance with GAAP but not so disclosed in the Financial Statements. The Company has furnished to the Investor true, correct
and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate
of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”),
and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material
rights of the holders thereof in respect thereto.


 


(s)
Indebtedness and Other Contracts. Except as disclosed in the Company’s Financial Statements and SEC filings or on
Schedule 3(s), neither the Company nor any of its Subsidiaries (i) has any outstanding Indebtedness, (ii) is a party to
any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract,
agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) is in violation of any term
of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults
would not result, individually or in the aggregate, in a Material Adverse Effect, or (iv) is a party to any contract, agreement
or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or
is expected to have a Material Adverse Effect. Schedule 3(s) provides a description of the material terms of any such outstanding
Indebtedness.


 




    	 	13	 



     


    

 


(t)
Absence of Litigation. Except as set forth on Schedule 3(t), there is no action, suit, arbitration or other legal, administrative
or other governmental investigation, inquiry or proceeding (whether federal, state, local or foreign) pending or, to the best
of the Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries or any of their respective
properties, assets, capital stock or businesses or any of the Company’s or any of its Subsidiaries’ officers or directors.
After reasonable inquiry of its employees, the Company is not aware of any fact which might result in or form the basis for any
such action, suit, arbitration, investigation, inquiry or other proceeding. Neither the Company nor any of its Subsidiaries is
subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority.


 


(u)
Employee Matters; Benefit Plans.


 


(i)
The employment of each officer and employee of the Company is terminable at the will of the Company, except as disclosed on Schedule
3(u). The Company and its Subsidiaries have complied in all material respects with all applicable laws relating to wages,
hours, equal opportunity, collective bargaining, workers’ compensation insurance and the payment of social security and
other taxes. Except as provided on Schedule 3(u), the Company is not aware that any officer, key employee or group of employees
intends to terminate his, her or their employment with the Company or its Subsidiaries, as the case may be, nor does the Company
have a present intention, or know of a present intention of its Subsidiaries, to terminate the employment of any officer, key
employee or group of employees. There are no pending or, to the knowledge of the Company, threatened employment discrimination
charges or complaints against or involving the Company or its Subsidiaries before any federal, state, or local board, department,
commission or agency, or unfair labor practice charges or complaints, disputes or grievances affecting the Company or its Subsidiaries.


 


(ii)
Since the Company’s inception, to the knowledge of the Company neither the Company nor its Subsidiaries has experienced
any labor disputes, union organization attempts or work stoppage due to labor disagreements. There are no unfair labor practice
charges or complaints against the Company or its Subsidiaries pending, or to the knowledge of the Company, threatened before the
National Labor Relations Board or any comparable state agency or authority. There are no written or oral contracts, commitments,
agreements, understandings or other arrangements with any labor organization, nor work rules or practices agreed to with any labor
organization or employee association, applicable to employees of the Company or any of its Subsidiaries, nor is the Company or
its Subsidiaries a party to, or bound by, any collective bargaining or similar agreement; there is not, and since the Company’s
inception there has not been, any representation of the employees of the Company or its Subsidiaries by any labor organization
and, to the knowledge of the Company, there are no union organizing activities among the employees of the Company or its Subsidiaries,
and to the knowledge of the Company, no question concerning representation has been raised or is threatened respecting the employees
of the Company or its Subsidiaries.


 




    	 	14	 



     


    

 


(iii)
Schedule 3(u)(iii) contains a true, correct and complete list of each pension, retirement, savings, deferred compensation
and profit-sharing plan and each stock option, stock appreciation, stock purchase, performance share, bonus or other incentive
plan, severance plan, health, group insurance or other welfare plan, or other similar plan (whether written or otherwise) and
any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), under which the Company has any current or future obligation or liability (including
any potential, contingent or secondary liability under Title IV of ERISA) or under which any employee or former employee (or beneficiary
of any employee or former employee) of the Company has or may have any current or future right to benefits (the term “plan”
shall include any contract, agreement (including an employment or independent contractor agreement), policy or understanding,
each such plan being hereinafter referred to in this Agreement individually as a “Benefit Plan”). The Company
has delivered to the Investor true, correct and complete copies of (i) each material Benefit Plan, including any amendments thereto,
(ii) the summary plan description, if any, for each Benefit Plan, including any summaries of material modifications made since
the most recent summary plan description, (iii) the latest annual report which has been filed with the Internal Revenue Service
(the “IRS”) for each Benefit Plan required to file an annual report, and (iv) the most recent IRS determination
letter for each Benefit Plan that is a pension plan (as defined in ERISA) intended to be qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the “Code”). Each Benefit Plan intended to be tax qualified under
Sections 401(a) and 501(a) of the Code is and has been determined by the IRS to be tax qualified under Sections 401(a) and 501(a)
of the Code and, since such determination, no amendment to or failure to amend any such Benefit Plan and no other event or circumstance
has occurred that could reasonably be expected to adversely affect its tax qualified status.


 


(iv)
There are no actions, claims, audits, lawsuits or arbitrations pending, or, to the knowledge of the Company, threatened, with
respect to any Benefit Plan or the assets of any Benefit Plan. Each Benefit Plan has been administered in all material respects
in accordance with its terms and with all applicable Legal Requirements (including, without limitation, the Code and ERISA).


 


(v)
Except as set forth on Schedule 3(v), the consummation of the transactions contemplated by this Agreement will not (1)
entitle any employee or independent contractor of the Company or its Subsidiaries to severance pay or termination benefits, (2)
accelerate the time of payment or vesting, or increase the amount of compensation due to any current or former employee or independent
contractor of the Company or its Subsidiaries, (3) obligate the Company or any of its affiliates to pay or otherwise be liable
for any compensation, vacation days, pension contribution or other benefits to any current or former employee, consultant, agent
or independent contractor of the Company or its Subsidiaries for periods before each Closing, (4) require assets to be set aside
or other forms of security to be provided with respect to any liability under a Benefit Plan, or (5) result in any “parachute
payment” (within the meaning of Section 280G of the Code) under any Benefit Plan.


 


(vi)
No Benefit Plan is subject to the provisions of Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA. No Benefit
Plan is subject to Title IV of ERISA and no Benefit Plan is a “multiemployer plan” (within the meaning of Section
3(37) of ERISA). Since inception, neither the Company, its Subsidiaries, nor any business or entity treated as a single employer
with the Company or its Subsidiaries for purposes of Title IV of ERISA contributed to or was obliged to contribute to a pension
plan that was at any time subject to Title IV of ERISA.


 


(vii)
No Benefit Plan has provided, been required to provide, provides or is required to provide, at any time in the past, present,
or future, health, medical, dental, accident, disability, death or survivor benefits to or in respect of any Person beyond one
year following termination of employment, except to the extent required under any state insurance law or under Part 6 of Subtitle
B of Title I of ERISA and under Section 4980B of the Code. No Benefit Plan covers any individual that is not an employee or advisor
of the Company or its Subsidiaries, other than spouses and dependents of employees under health and child care policies listed
in Schedule 3(u)(vii), true and complete copies of which have been made available to the Investor.


 




    	 	15	 



     


    

 


(viii)
Except as otherwise permitted pursuant to employment agreements with the Company disclosed to the Investor, each officer of the
Company is currently devoting all of such officer’s business time to the conduct of the business of the Company. Except
as otherwise permitted pursuant to employment agreements with the Company disclosed to the Investor, the Company is not aware
of any officer or key employee of the Company or any of its Subsidiaries planning to work less than full time at the Company or
its Subsidiaries in the future.


 


(v)
Reserved.


 


(w)
Intellectual Property. Except as listed on Schedule 3(w) the Company does not own any Intellectual Property. “Intellectual
Property” shall mean all of the following: (A) trademarks and service marks, trade dress, product configurations, trade
names and other indications of origin, applications or registrations in any jurisdiction pertaining to the foregoing and all goodwill
associated therewith; (B) inventions, discoveries, improvements, ideas, know-how, formula methodology, processes, technology,
software (including password unprotected interpretive code or source code, object code, development documentation, programming
tools, drawings, specifications and data) and applications and patents in any jurisdiction pertaining to the foregoing, including
re-issues, continuations, divisions, continuations-in-part, renewals or extensions; (C) trade secrets, including confidential
information and the right in any jurisdiction to limit the use or disclosure thereof; (D) copyrights in writings, designs software,
mask works or other works, applications or registrations in any jurisdiction for the foregoing and all moral rights related thereto;
(E) database rights; (F) Internet Web sites, domain names and applications and registrations pertaining thereto and all intellectual
property used in connection with or contained in all versions of the Company’s Web sites (except for as related to “endonovo.com”);
(G) rights under all agreements relating to the foregoing; (H) books and records pertaining to the foregoing; and (I) claims or
causes of action arising out of or related to past, present or future infringement or misappropriation of the foregoing.


 


(x)
Environmental Laws. To its knowledge, the Company and its Subsidiaries (i) are in compliance with any and all Environmental
Laws, (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval
where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually
or in the aggregate, a Material Adverse Effect.


 


(y)
Subsidiary Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations
imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the
Company or such Subsidiary.


 


(z)
Tax Status.


 


(i)
Except as disclosed on Schedule 3(zi), the Company and its Subsidiaries have filed in the appropriate jurisdictions all
material returns, reports, information statements and other documentation required to be filed or maintained, in connection with
the calculation, determination, assessment or collection of any and all federal, state, local, foreign and other taxes, levies,
fees, imposts, duties, governmental fees and charges of whatever kind (including any interest, penalties or additions to the tax
imposed in connection therewith or with respect thereto), including, without limitation, taxes imposed on, or measured by, income,
franchise, profits, gross income or gross receipts, and also ad valorem, value added, sales, use, service, real or personal
property, capital stock, stock transfer, license, payroll, withholding, employment, social security, workers’ compensation,
unemployment compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, environmental,
transfer and gains taxes and customs duties (each a “Tax”).


 




    	 	16	 



     


    

 


(ii)
Each of the Company and its Subsidiaries has paid all material Taxes and other assessments due from and payable by the Company
and its Subsidiaries on or prior to the date hereof on a timely basis except as to those set forth in Schedule 3(z)(ii).
The charges, accruals, and reserves for Taxes with respect to the Company and its Subsidiaries are adequate to cover Tax liabilities
of the Company and its Subsidiaries accruing throughout the Execution Date. Except as set forth in Schedule 3(z)(ii), each
of the Company and its Subsidiaries has complied in all material respects with all applicable Legal Requirements relating to the
payment and withholding of Taxes (including withholding and reporting requirements under Sections 1441 through 1464, 3401 through
3406, and 6041 and 6049 of the Code and similar provisions under any other applicable Legal Requirements) and, within the time
and in the manner prescribed by law, has withheld from wages, fees and other payments and paid over to the proper governmental
or regulatory authorities all amounts required. Except as set forth in Schedule 3(z)(ii), neither the Company nor any of
its Subsidiaries has received notice of assessment or proposed assessment of any Taxes claimed to be owed by it or any other Person
on its behalf. Except as set forth in Schedule 3(z)(ii), no returns filed by or on behalf of the Company or any of its
Subsidiaries with respect to Taxes are currently being audited or examined. Except as set forth in Schedule 3(z)(ii), neither
the Company nor any of its Subsidiaries has received notice of any such audit or examination. Except as set forth in Schedule
3(z)(ii), no issue has been raised by any taxing authority with respect to the Company or any of its Subsidiaries in any audit
or examination which, by application of similar principles, could reasonably be expected to result in a proposed material adjustment
to the liability for Taxes for any period not so examined.


 


(iii)


 


(iv)
Except as disclosed on Schedule 3(z)(iii), no known Liens have been filed against the Company or any of its Subsidiaries
with respect to any Taxes (other than Liens for Taxes not yet due and payable). Neither the Company nor any of its Subsidiaries
has elected pursuant to the Code to be treated as an S corporation or any comparable provision of local, state or foreign law,
or has made any other elections pursuant to the Code (other than elections that relate solely to entity classification, methods
of accounting, depreciation, or amortization) that would have a material effect on the business, properties, prospects, or financial
condition of the Company and its Subsidiaries, individually or in the aggregate.


 


(v)
Except as disclosed herein, the Company has received no notices or requests for information from the IRS and certain states regarding
its failure to file its Taxes. Neither the Company nor any of its Subsidiaries has been a member of an affiliated group (as defined
in Section 1504(a) of the Code) or filed or been included in a combined, consolidated or unitary income tax return other than
the affiliated group of which the Company is currently the common parent. Neither the Company nor any of its Subsidiaries is required
to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting methods
initiated by the Company or any of its Subsidiaries, and no Governmental Authority has proposed an adjustment or change in accounting
method. Neither the Company nor any of its Subsidiaries is a party to any Tax sharing or Tax indemnity agreement or any other
agreement of a similar nature that remains in effect. Neither the Company nor any of its Subsidiaries has consented to any waiver
of the statute of limitations for the assessment of any Taxes or has requested any extension of time for the payment of any Taxes.
Neither the Company nor any of its Subsidiaries has ever held a material beneficial interest in any other Person, other than those
listed in Schedule 3(z)(iv). Neither the Company nor any of its Subsidiaries is obligated to make, nor as a result of any
event connected with the transactions contemplated by this Agreement will become obligated to make, any payment that would not
be deductible under Section 280G of the Code. Neither the Company nor any Subsidiary of the Company is a “passive foreign
investment company” within the meaning of Section 1296 of the Code (a “PFIC”), and the Company does not anticipate
that the Company or any additional foreign Subsidiary will become a PFIC in the foreseeable future.


 




    	 	17	 



     


    

 


(aa)
Internal Accounting and Disclosure Controls. Except as disclosed in the Company’s SEC filings, the Company and each
of its Subsidiaries maintain a system of internal accounting controls appropriate for its size.


 


(bb)
Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company and an
unconsolidated or other off balance sheet entity that is not disclosed by the Company in its Financial Statements or that otherwise
would be reasonably likely to have a Material Adverse Effect.


 


(cc)
Investment Company Status. The Company is not, and upon consummation of the sale of the Shares will not be, an “investment
company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter”
or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company
Act of 1940, as amended.


 


(dd)
Illegal or Unauthorized Payments; Political Contributions Neither the Company or any of its Subsidiaries 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 of its Subsidiaries or any other business entity or enterprise with which
the Company or any Subsidiary 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 or any of
its Subsidiaries.


 


(ee)
Transfer Taxes. As of each Closing, all stock transfer or other taxes (other than income or similar taxes) which are required
to be paid in connection with the sale and transfer of the Shares to be sold to the Investor hereunder will be, or will have been,
fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.


 


(ff)
Books and Records. To the Company’s knowledge, the books of account, ledgers, order books, records and documents
of the Company and its Subsidiaries accurately and completely reflect all information relating to the respective businesses of
the Company and its Subsidiaries, the nature, acquisition, maintenance, location and collection of each of their respective assets,
and the nature of all transactions giving rise to material obligations or accounts receivable of the Company or its Subsidiaries,
as the case may be, except where the failure to so reflect such information would not have a Material Adverse Effect. To the Company’s
knowledge, the minute books of the Company and its Subsidiaries contain accurate records of all meetings and accurately reflect
all other actions taken by the stockholders, boards of directors and all committees of the boards of directors, and other governing
Persons of the Company and its Subsidiaries, respectively.


 




    	 	18	 



     


    

 


(gg)
Money Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA PATRIOT
ACT of 2001 (the “PATRIOT Act”) 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 (“OFAC”), 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 (collectively, the “Anti-Money
Laundering/OFAC Laws”).


 


(hh)
U.S. Real Property Holding Corporation. The Company is not, has never been, and so long as any Shares remain outstanding,
shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986,
as amended, and the Company shall so certify upon the Investor’s request.


 


(ii)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of
1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
“Federal Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly
or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%)
or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither
the Company nor any of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 


(jj)
Shell Company Status. The Company is not currently, and has never been, an issuer identified in Rule 144(i)(1) under the
Securities Act.


 


(kk)
No Disqualification Events. With respect to Shares to be offered and sold hereunder in reliance on Rule 506 under the 1933
Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director,
executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of
the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term
is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer
Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event,
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine
whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable,
with its disclosure obligations under Rule 506(e), and has furnished to the Investor a copy of any disclosures provided thereunder.


 


(ll)
Other Covered Persons. The Company is not aware of any Person (other than any Issuer Covered Person) that has been or will
be paid (directly or indirectly) remuneration for solicitation of the Investor in connection with the sale of any Regulation D
Securities.


 


(mm)
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(g) of the Exchange Act, and
the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act, nor has the Company received any notification that the SEC is contemplating terminating
such registration. The Company has not, in the twelve (12) months preceding the Execution Date, received notice from the Principal
Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the
listing or maintenance requirements of such Principal Market. The Company is, and has no reason to believe that it will not in
the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 




    	 	19	 



     


    

 


(nn)
No Market Manipulation. Neither the Company, nor any Subsidiary has, and to its knowledge no Person acting on either of
their behalf has, (i) taken, directly or indirectly, any action designed to cause or to 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 Put Shares, (ii) sold, bid for, purchased,
or, paid any compensation for soliciting purchases of, any of the Put Shares, or (iii) paid or agreed to pay to any Person any
compensation for soliciting another to purchase any other securities of the Company.


 


(oo)
Convertible Debt. All Indebtedness of the Company outstanding as of the Execution Date that is convertible pursuant to
its terms into equity, whether at fixed or variable prices and regardless of any conditions precedent or other conditions to such
conversion, is set forth on Schedule 3(oo) (the “Notes”), including all amounts payable under such indebtedness
(which for the avoidance of confusion, shall include both the principal due under any such indebtedness and any interest due and
payable as of the Execution Date). The Company does not have any arrangements or contractual obligations to issue any debt securities
or otherwise as of the Execution Date other than as set forth on Schedule 3(oo).


 


(pp)
Disclosure. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting
transactions in securities of the Company. No statement made by the Company in this Agreement, any other Transaction Document
or the Exhibits and Schedules attached hereto or in any certificate or schedule furnished or to be furnished by
or on behalf of the Company to the Investors or any of their representatives in connection with the transactions contemplated
hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements
contained herein or therein not misleading. The due diligence materials previously provided by or on behalf of the Company to
the Investor (the “Due Diligence Materials”), have been prepared in a good faith effort by the Company to describe
the Company’s present and proposed products, and projected growth and the Company and do not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein not misleading, except that with
respect to assumptions, projections and expressions of opinion or predictions contained in the Due Diligence Materials, the Company
represents only that such assumptions, projections, expressions of opinion and predictions were made in good faith and that the
Company believes there is a reasonable basis therefor. The Due Diligence Materials contain all material agreements of the Company
and its Subsidiaries and no material agreements of the Company or its Subsidiaries exist other than those provided in the Due
Diligence Materials. The Company acknowledges and agrees that the Investor has not participated in the preparation of, or has
any responsibility for, the content of any Due Diligence Materials. The Investor acknowledges that: (i) any matter disclosed to
it on any disclosure schedule hereunder that may also be delivered under another disclosure schedule hereunder shall also be deemed
to be disclosed to it on such other disclosure schedule and (ii) any matter disclosed in an SEC Filing shall be deemed to be disclosed
on an applicable disclosure schedule.


 


(qq)
Absence of Schedules. In the event that the Company does not deliver any disclosure schedule contemplated by this Agreement,
the Company hereby acknowledges and agrees that (i) to the extent the Company has (x) previously delivered to the Investor such
disclosure schedule, the information therein has not changed as of such date, and (y) not previously delivered to the Investor
such disclosure schedule, each such undelivered disclosure schedule shall be deemed to read as follows: “Nothing to Disclose”,
and (ii) the Investor has not otherwise waived delivery of such disclosure schedule.


 




    	 	20	 



     


    

 


4.
COVENANTS.


 


(a)
Issuance of Commitment Shares. On the Execution Date, the Company shall cause the Transfer Agent to issue to issue the
Execution Commitment Shares directly to the Investor as restricted book entry shares. On the Initial Effectiveness Commitment
Share Date and the Subsequent Effeciveness Commitment Share Date, the Company shall cause the Transfer Agent to issue to issue
the Initial Effectiveness Commitment Shares and the Subsequent Effectiveness Commitment Shares, respectively, directly to the
Investor. In connection with any Put, the Company shall cause the Transfer Agent to issue the Pro-Rata Commitment Shares (as applicable
in accordance with Section 1(f)(iv)).


 


(b)
Filing of Registration Statement. No later than twenty-one (21) days following the filing of the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2019, the Company shall file the Registration Statement in accordance
with the terms of the Registration Rights Agreement.


 


(c)
Use of Proceeds. Until such time as the Company has paid all principal and interest due under the Notes issued by the Company
prior to the Execution Date and set forth on Schedule 3(oo), the Company shall, within ten (10) Trading days of each Closing,
make payments not less than 50% of the proceeds from the sale of the Put Shares in each Put in satisfaction of principal and interest
due on the Notes set forth on Schedule 3(oo) (each, a “Debt Payment”). Other than the foregoing, the
Company shall use the proceeds of the sale of the Put shares as set forth in the Registration Statement.


 


(d)
Reporting Status. During the Commitment Period and until such time as the Investor has resold all Shares issued hereunder
(the “Reporting Period”), the Company shall timely file all reports required to be filed with the SEC pursuant
to the 1934 Act, and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even
if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit such termination.


 


(e)
Purchase Records. The Company shall maintain records showing the amount Aggregate Put Amount remaining at any given time
and the date, Purchase Price and Put Shares for each Put, contained in the applicable Put Notice.


 


(f)
Listing. During the Reporting Period, the Company shall maintain the listing or quotation of the Common Stock on the Principal
Market, and neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result
in the delisting or suspension of the Common Stock on the Principal Market. The Company shall pay all fees and expenses in connection
with satisfying its obligations under this Section 4(f).


 


(g)
Fees. Within 7 (seven) days of the Effective Date, the Company shall reimburse the Investor or its designee(s) for all
costs and expenses incurred in connection with the transactions contemplated by the Transaction Documents (including all legal
fees and disbursements in connection therewith, documentation and implementation of the transactions contemplated by the Transaction
Documents and due diligence in connection therewith). Notwithstanding the foregoing, in no event will the costs and expenses of
the Investor reimbursed by the Company pursuant to this Section 4(g) exceed Twenty-Five Thousand Dollars ($25,000) without
the prior approval of the Company. The Company shall be responsible for the payment of any placement agent’s fees, financial
advisory fees, or broker’s commissions relating to or arising out of the transactions contemplated hereby. The Company shall
pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s
fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth
in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the transactions contemplated
thereby.


 


(h)
Blue Sky. The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for
or to register or qualify (i) the issuance of the Commitment Shares and the sale of the Put Shares to the Investor under this
Agreement and (ii) any subsequent resale of all Commitment Shares and all Put Shares by the Investor, in each case, under applicable
securities or “Blue Sky” laws of the states of the United States in such states as is reasonably requested by the
Investor from time to time, and shall provide evidence of any such action so taken to the Investor.


 




    	 	21	 



     


    

 


(i)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York time, on the second (2nd) Trading
Day after the Execution Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions
contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents
(including, without limitation, this Agreement and the Registration Rights Agreement (together, the “8-K Filing”)).
From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided
to the Investor by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents
in connection with the transactions contemplated by the Transaction Documents.


 


(j)
Variable Securities. For thirty-six (36) months following the Effective Date, (or thirty-six (36) months following the
Execution Date if the Effective Date does not occur), the Company shall be prohibited from effecting or entering into an agreement
to effect any issuance by the Company or any of its subsidiaries of Common Stock or any securities of the Company or its Subsidiaries
that is a Variable Rate Issuance without the prior written consent of the Investor. The Investor shall be entitled to obtain injunctive
relief against the Company to preclude any such issuance in violation of this Section 4(j), which remedy shall be in addition
to any right to collect damages.


 


(k)
Integration. In any case subject to the terms of the Registration Rights Agreement, from and after the Execution Date,
neither the Company, nor or any of its Subsidiaries or affiliates will, and the Company shall use its reasonable best efforts
to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit
any offers to buy any security, under circumstances that would require registration of the offer and sale of any of the Put Shares
under the 1933 Act.


 


(l)
Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance
or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate,
in a Material Adverse Effect. The Company and its Subsidiaries shall at all times be in compliance with the Foreign Corrupt Practices
Act; the PATRIOT Act, and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations; and the laws, regulations
and Executive Orders and sanctions programs administered by the OFAC, including, without limitation, the “Anti-Money Laundering/OFAC
Laws”.


 


(m)
Due Diligence; Non-Public Information. The Investor shall have the right, from time to time as the Investor may reasonably
deem appropriate, to perform reasonable due diligence on the Company during normal business hours. The Company and its officers
and employees shall provide information and reasonably cooperate with the Investor in connection with any reasonable request by
the Investor related to the Investor’s due diligence of the Company. Each party hereto agrees not to disclose any Confidential
Information of the other party to any third party and shall not use the Confidential Information for any purpose other than in
connection with, or in furtherance of, the transactions contemplated hereby. Each party hereto acknowledges that the Confidential
Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect
the secrecy of any Confidential Information disclosed by the other party. The Company confirms that neither it nor any other Person
acting on its behalf shall provide the Investor or its agents or counsel with any information that constitutes or might constitute
material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated
by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined
in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the other Transaction
Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement
or otherwise, of such material, non-public information without the prior approval by the Company; provided the Investor shall
have first provided notice to the Company that it believes it has received information that constitutes material, non-public information,
the Company shall have at least 24 hours to publicly disclose such material, non-public information prior to any such disclosure
by the Investor, and the Company shall have failed to publicly disclose such material, non-public information within such time
period. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors,
officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Investor shall
be relying on the foregoing covenants in effecting transactions in securities of the Company.


 




    	 	22	 



     


    

 


(n)
Taxes. The Company will pay, and save and hold the Investor harmless from any and all liabilities (including interest and
penalties) with respect to, or resulting from any delay or failure in paying, stamp and other taxes (other than income taxes),
if any, which may be payable or determined to be payable on the execution and delivery or acquisition of the Shares.


 


(o)
Books and Records. The Company will keep proper books of record and account, in which full and correct entries shall be
made of all financial transactions and the assets and business of the Company and its Subsidiaries in accordance with GAAP.


 


(p)
Notice of Disqualification Events. The Company will notify the Investor in writing, prior to the Effective Date of (i)
any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become
a Disqualification Event relating to any Issuer Covered Person.


 


(q)
New Debt. For a period of one year from the Execution Date, neither the Company nor any Subsidiary shall enter into any
agreement creating indebtedness for the Company or any Subsidiary, including but not limited to entering into (i) any mortgage,
credit agreement or other facility, indenture agreement, factoring agreement or other instrument, under which there may be issued,
or by which there may be secured or evidenced, any indebtedness for borrowed money or money due that involves,individually obligations
greater than $250,000, or in aggregate with such other agreements obligations greater than $500,000 and (ii) any equipment lease,
agreement evidencing purchase money security interests, or other similar transaction in the ordinary course of business that involves,
either individually obligations greater than $250,000.00 or in aggregate with other such agreements, obligations greater than
$500,000, in either case without the prior written consent of the Investor.


 


(r)
DTC Eligibility. During the Reporting Period, the Company will employ as the Transfer Agent for the Common Stock a participant
in the DTC Automated Securities Transfer Program and cause the Common Stock to be transferable pursuant to such program.


 


(s)
Taxes. The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance
and delivery of any shares of Common Stock to the Investor made under this Agreement.


 


5.
COVENANTS OF THE INVESTOR.


 


(a)
Prohibition of Short Sales and Hedging Transactions. During the Reporting Period, the Investor and its agents, representatives
and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any “short sale” (as
defined in Rule 200 of Regulation SHO promulgated under the 1944 Act) with respect to the Common Stock; provided that the sale
after delivery of a Put Notice of such number of shares of Common Stock reasonably expected to be purchased under a Put Notice
shall not be prohibited by this Section 5(a).


 


(b)
Compliance with Law. During the Reporting Period, the Investor shall comply with all applicable state and federal securities
laws and regulations and the rules and regulations of FINRA and the Principal Market in connection with the resale of the Shares
issued pursuant to the Transaction Documents.


 


6.
CONDITIONS TO THE COMPANY’S RIGHT TO DELIVER PUT NOTICES.


 


The
right of the Company hereunder to issue and sell the Put Shares to the Investor is subject to the satisfaction, at or before the
Effective Date, of each of the following conditions:


 


(a)
Delivery of Transaction Documents. The Investor shall have executed each of the Transaction Documents and delivered the
same to the Company.


 




    	 	23	 



     


    

 


(b)
Notice of Effectiveness. The Registration Statement shall have been filed in compliance with the Registration Rights Agreement
and shall have been declared effective under the 1933 Act by the SEC, and no stop order with respect to the Registration Statement
shall be pending or threatened by the SEC. The Company shall have delivered a “Notice of Effectiveness” in a form
acceptable to the Investor and the Transfer Agent.


 


(c)
Transfer Agent Instruction Letter. The Company shall have executed and delivered to the Transfer Agent an instruction letter
in substantially the form attached hereto as Exhibit B (the “Transfer Agent Instruction Letter”), and
acknowledged and the Investor and the Transfer Agent shall have countersigned the Transfer Agent Instruction Letter. The Company
shall have provided evidence sufficient to the Investor that it has reserved 81,052,290 shares of Common Stock for issuance as
Shares pursuant to this Agreement (the “Reserve”). The Company shall have no knowledge of any fact or circumstance
that would prevent the Transfer Agent from complying with the terms of the Transfer Agent Instruction Letter.


 


(d)
DWAC Shares. The Company shall have issued the Execution Commitment Shares to the Investor as DWAC Shares, or shall have
caused the restrictive legend to have been removed from the certificate representing the Execution Commitment Shares, such that
the Execution Commitment Shares are DWAC Eligible.


 


(e)
Good Standing. The Company shall have delivered to the Investor a certificate evidencing the formation and good standing
of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State
(or equivalent) of such jurisdiction of formation as of a date within ten (10) days of the Effective Date.


 


(f)
Secretary’s Certificate. The Company shall have delivered to the Investor a certificate, executed by the Secretary
of the Company and dated as of the Closing, as to (i) the resolutions adopted by the Company’s board of directors in a form
reasonably acceptable to the Investor, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Effective
Date, in the form attached hereto as Exhibit C.


 


(g)
Regulatory Approvals. The Company shall have obtained all governmental, regulatory or third party consents and approvals,
if any, necessary for the issuance and sale of the Shares.


 




    	 	24	 



     


    

 


(h)
Representations and Warranties at Effective Date. The representations and warranties of the Investor shall be true and
correct as of the date when made and as of the Effective Date, as though made at that time (except for representations and warranties
that speak as of a specific date, which shall be true and correct as of such specified date), and the Investor shall have performed,
satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or
complied with by the Investor at or prior to the Effective Date, and the Company shall have provided to the Investor a certificate,
executed by the CEO, President or CFO of the Company, dated as of the Effective Date, to the foregoing effect in the form attached
hereto as Exhibit D.


 


7.
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE PUT SHARES.


 


The
obligation of the Investor hereunder to purchase the Put Shares and is subject to the satisfaction, at or before the Effective
Date and each Put Date, of each of the following conditions:


 


(a)
No Judgments. 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.


 


(b)
Representations and Warranties at Each Put Date. The representations and warranties of the Company shall be true and correct
as of each Put Date (except for representations and warranties that speak as of a specific date, which shall be true and correct
as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements
and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to
each Put Date. The Investor shall have received a certificate to the foregoing effect with each Put Notice.


 


(c)
Registration Statement. The Registration Statement, and any amendment or supplement thereto, shall be and remain effective
for the resale by the Investor of the Shares in the manner required by the Registration Rights Agreement and (i) neither the Company
nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration
Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily
or permanently, or intends or has threatened to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness
of, such Registration Statement or related prospectus shall exist. The Company shall have prepared and filed with the SEC a final
and complete prospectus (the preliminary form of which shall be included in the Registration Statement) and shall have electronically
delivered to the Investor a true and complete copy thereof. Such final prospectus shall be current and available for the resale
by the Investor of all of the Shares covered thereby. The Company shall have no knowledge of any untrue statement (or alleged
untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading, in the Registration
Statement, any effective registration statement filed pursuant to the Registration Rights Agreement or any post-effective amendment
or prospectus which is a part of the foregoing, unless the Company has filed an amendment with the SEC.


 


(d)
DWAC Eligible. The Common Stock must be DWAC Eligible, and the Company must be able to deliver any Shares associated with
a Put Notice as DWAC Shares.


 




    	 	25	 



     


    

 


(e)
SEC Documents. The SEC Documents and other documents required to have been filed by the Company with the SEC pursuant to
the reporting requirements of the 1934 Act shall have been filed with the SEC within the applicable time periods prescribed for
such filings under the 1934 Act.


 


(f)
Reserve. The Company shall have caused the Transfer Agent to maintain the Reserve and have added any additional sufficient
shares to the Reserve as reasonably requested by the Investor in the event that the Reserve does not contain sufficient shares
for the Company to make Puts pursuant to this Agreement.


 


(g)
Adverse Changes. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably
likely to have a Material Adverse Effect has occurred.


 


(h)
No Events of Default. No Event of Default (as defined below) has occurred, or any event which, after notice and/or lapse
of time, would become an Event of Default has occurred.


 


(i)
Other Documents. The Company shall have delivered to the Investor such other documents relating to the transactions contemplated
by this Agreement as the Investor or its counsel may reasonably request.


 


8.
TERMINATION. The Company may terminate this Agreement at any time by (20) days written notice to the Investor; provided
that the provisions of Sections 4, 5, and 9 shall survive the termination of this Agreement for the period
of time specified therein or otherwise for maximum length of time allowed under applicable law. In addition, this Agreement shall
automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company sells and the Investor
purchases the Aggregate Put Amount; (iii) the date of any of the occurrence of any the Events of Default realated to Bankruptcy
law specified in Subsections 10(l)(vi)-10(l)(viii).


 


9.
MISCELLANEOUS.


 


(a)
Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law
or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any
such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




    	 	26	 



     


    

 


(b)
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which 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; provided that an e-mail signature shall be considered due execution and shall be binding upon the signatory thereto with
the same force and effect as if the signature were an original, not an e-mail signature.


 


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


 


(d)
Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified
continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the
prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective
expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred
upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).


 


(e)
Entire Agreement; Amendments. This Agreement and the other Transaction Document supersede all other prior oral or written
agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters
discussed herein, and this Agreement, the other Transaction Document and the instruments referenced herein and therein 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 Investor makes any representation, warranty, covenant or undertaking with
respect to such matters. Provisions of this Agreement may be amended and the observance thereof may be waived (either generally
or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investor.
The Company has not, directly or indirectly, made any agreements with the Investor relating to the terms or conditions of the
transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the
foregoing, the Company confirms that, except as set forth in this Agreement, the Investor has not made any commitment or promise
or has any other obligation to provide any financing to the Company or otherwise.


 


(f)
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by e-mail (provided confirmation of transmission is electronically generated and kept on file by the sending
party); or (iii) one (1) Trading Day after deposit with an overnight courier service, in each case properly addressed to the party
to receive the same. The addresses and email addresses for such communications shall be:


 


If
to the Company:


 


Endonovo
Therapeutics, Inc.


6320
Canoga Avenue, 15th Floor


Woodland
Hills, CA 91367


Telephone:
800.701.1223


Email:
acollier@endonovo.com


Attention:
Alan Collier


 




    	 	27	 



     


    

 


With
a copy (for informational purposes only) to:


 


1065
Dobbs Ferry Road


White
Plains, NY 10607Telephone: (914) 674-4373


Email:
hariton@sprynet.com


Attention:
Frank J. Hariton, Esq.


 


If
to the Investor:


 


Cavalry
Fund I LP


61
Kinderkamack Rd.


Woodcliff
Lake, NJ 07677


Telephone:
201.391.1839


Email:
thomas@cavalryfund.com


Attention:
Thomas Walsh


 


With
a copy (for informational purposes only) to:


 


K&L
Gates LLP


200
S. Biscayne Boulevard, Suite 3900


Miami,
FL 33131


Telephone:
305.539.3300


E-mail:
clayton.parker@klgates.com


Attention:
Clayton E. Parker, Esq.


 


or
to such other address and/or email address and/or to the attention of such other Person as the recipient party has specified by
written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt
(A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated
by the sender’s email containing the time, date, recipient e-mail and an image of the first page of such transmission or
(C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from
an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(g)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Investor, except by operation of law.


 


(h)
No 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, except that
each Indemnitee shall have the right to enforce the obligations of the Company with respect to Section 9(j).


 


(i)
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as any 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.


 




    	 	28	 



     


    

 


(j)
Indemnification.


 


(i)
In consideration of the Investor’s execution and delivery of this Agreement and in addition to all of the Company’s
other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Investor
and all of 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 the Transaction Documents or any other certificate, instrument or document contemplated hereby
or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any
other 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 the Transaction Documents or any
other 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 Shares, (iii) any disclosure made by the Investor
pursuant to Section 4(m), or (iv) the status of the Investor or holder of the Shares as an investor in the Company pursuant
to the transactions contemplated by the Transaction Documents. 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.


 


(ii)
Promptly after receipt by an Indemnitee under this Section 9(j) of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim for indemnification
in respect thereof is to be made against any indemnifying party under this Section 9(j), deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense
thereof with counsel mutually satisfactory to the indemnifying party and the Indemnitee; provided, however, that an Indemnitee
shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnitee to
be paid by the indemnifying party, if, in the reasonable opinion of counsel selected to defend the Indemnitee, the representation
by such counsel of the Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests
between such Indemnitee and any other party represented by such counsel in such proceeding. Legal counsel referred to in the immediately
preceding sentence shall be selected by the Investor. The Indemnitee shall cooperate fully with the indemnifying party in connection
with any negotiation or defense of any such action or Indemnified Liabilities by the indemnifying party and shall furnish to the
indemnifying party all information reasonably available to the Indemnitee that relates to such action or Indemnified Liabilities.
The indemnifying party shall keep the Indemnitee fully apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding
effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay
or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnitee, which consent shall
not be unreasonably withheld conditioned or delayed, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release
from all liability in respect to such Indemnified Liabilities or litigation. Following indemnification as provided for hereunder,
the indemnifying party shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. No Indemnitee shall enter into any settlement of any action or
proceeding subject to this Section 9(j) without the prior written consent of the indemnifying party. The failure to deliver
written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnitee under this Section 9(j), except to the extent that the indemnifying
party is prejudiced in its ability to defend such action.


 




    	 	29	 



     


    

 


(iii)
The indemnification required by this Section 9(j) shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, as and when bills are received or Indemnified Liabilities are incurred.


 


(iv)
The indemnity agreements contained herein shall be in addition to (x) any cause of action or similar right of the Indemnitee against
the indemnifying party or others, and (y) any liabilities the indemnifying party may be subject to pursuant to the law.


 


(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.


 


(l)
Remedies. The Investor shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies
which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders
have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights
specifically to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted
by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its
obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Investor. The Company
therefore agrees that the Investor shall be entitled to seek temporary and permanent injunctive relief in any such case without
the necessity of proving actual damages.


 


10.
CERTAIN DEFINITIONS


 


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


 


(b)
“1934 Act”the Securities Exchange Act of 1934, as amended.


 


(c)
“Accelerated Purchase Price” means, with respect to any Accelerated Put made pursuant to Subsection 1(c),
75% of the VWAP of the Common Stock on the applicable Accelerated Put Date.


 


(d)
“Accelerated Put Date” means, with respect to any Accelerated Put made pursuant to Subsection 1(c),
the Trading Day following the applicable Put Date on which the Company properly delivers a Put Notice for such Accelerated Put.


 


(e)
“Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 




    	 	30	 



     


    

 


(f)
“Clearing Costs” shall mean all of the Investor’s broker and Transfer Agent fees with respect to a Put.


 


(g)
“Closing Price” means, for the Common Stock as of any Put Date, the last closing Sale Price the Common Stock
on the Principal Market as reported by the Principal Market.


 


(h)
“Confidential Information” means any information disclosed by either party to this Agreement, or their affiliates,
agents or representatives, to the other 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), which may or may not be 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 fault, 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 assistance in
obtaining an order protecting the information from public disclosure.


 


(i)
“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise,
of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose
or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such
liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that
the holders of such liability will be protected (in whole or in part) against loss with respect thereto.


 


(j)
“DWAC Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s
operational arrangements, including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved
(without revocation) by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST
Program, (d) the Put Shares, as applicable, are otherwise eligible for delivery via DWAC, (e) the Transfer Agent does not have
a policy prohibiting or limiting delivery of the Put Shares, as applicable, via DWAC and (f) the Common Stock is not subject to
a “DTC chill.”.


 


(k)
“DWAC Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and
transferable and without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s
specified DWAC account with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially
the same function.


 


(l)
“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.


 




    	 	31	 



     


    

 


(m)
An “Event of Default” means any of the following events:


 


(i)
the effectiveness of the Registration Statement registering the resale of the Shares pursuant to the Registration Rights Agreement
lapses for any reason or such Registration Statement is unavailable to the Investor for resale of all of the Commitment Shares
or any of the Put Shares to be issued to the Investor under the Transaction Documents, and such lapse or unavailability continues
for a period of ten (10) consecutive Trading Days or for more than an aggregate of thirty (30) Trading Days in any 365-day period;


 


(ii)
the suspension of the Common Stock from trading on the Principal Market for a period of one Trading Day, provided that the Company
may not direct the Investor to purchase any shares of Common Stock during any such suspension;


 


(iii)
the delisting of the Common Stock from the Principal Market unless the Common Stock is not immediately thereafter trading on the
New York Stock Exchange, The NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global Select Market, the NYSE American,
the NYSE Arca, the OTC Pink or the OTCQX operated by the OTC Markets Group, Inc. (or nationally recognized successor to any of
the foregoing);


 


(iv)
the failure for any reason to issue the Effectiveness Commitment Shares on each Effectiveness Commitment Share Date.


 


(v)
the failure for any reason by the Transfer Agent to issue (A) the Pro-Rata Commitment Shares to the Investor within three (3)
Trading Days after the date on which the Investor is entitled ot receive such Pro-Rata Commitment Shares pursuant to Section
1(f)(iv) hereof and (B) Put Shares to the Investor within three (3) Trading Days after the applicable Put Date on which the
Investor is entitled to receive such Put Shares;


 


(vi)
the Failure of the Company to make any Debt Payment with respect to any Put within ten (10) Trading Days from the Closing for
such Put;


 


(vii)
the Company breaches any representation, warranty, covenant or other term or condition under any Agreement to which each of the
Investor and the Company is a party if such breach could have a Material Adverse Effect and except, in the case of a breach of
a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Trading Days;


 


(viii)
if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;


 


(ix)
if the Company, pursuant to or within the meaning of any Bankruptcy Law, (A) commences a voluntary case, (B) consents to the entry
of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially
all of its property, or (D) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts
as the same become due;


 


(x)
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company
in an involuntary case, (B) appoints a custodian of the Company or for all or substantially all of its property, or (C) orders
the liquidation of the Company or any Subsidiary;


 




    	 	32	 



     


    

 


(xi)
if at any time the Common Stock is no longer DWAC Eligible; or


 


(xii)
if the Company fails to make such payments required by Section 4(g).


 


(n)
“Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations
issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital
leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent with
past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar
instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced
incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any
conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or
assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement
in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing
or similar arrangement which, in GAAP, consistently applied for the periods covered thereby, is classified as a capital lease,
(G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) Lien owned by any Person, even though the Person which owns such
assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in
respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above.


 


(o)
“Lien” means any mortgage, deed of trust, lien, pledge, charge, security interest, easement, covenant, right
of way, restriction, equity or encumbrance of any nature whatsoever in or upon any property or assets (including accounts and
contract rights) with respect to any asset.


 


(p)
“Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations,
results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, individually or taken
as a whole, or on the transactions contemplated hereby or in the other Transaction Documents or by the agreements and instruments
to be entered into in connection herewith or therewith, or on the authority or ability of the Company to perform its obligations
under the Transaction Documents.


 


(q)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization and a government or any department or agency thereof.


 


(r)
“Principal Market” means any of the national exchanges (i.e. NYSE, NYSE AMEX, NASDAQ), or principal quotation
systems (i.e. OTCQX, OTCQB, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which
is at the time the principal trading platform or market for the Common Stock.


 


(s)
“Pro-Rata Put Amount” means the first Three Million Dollars ($3,000,000) of the Aggregate Put Amount paid as
the Purchase Price by the Investor for Puts pursuant to Section 1.


 


(t)
“Pro-Rata Commitment Share Amount” means 2,701,743 shares of Common Stock.


 




    	 	33	 



     


    

 


(u)
“Pro-Rata Commitment Share Multiplier” means a fraction, the numerator of which is the aggregate Purchase Price
paid by the Investor with respect to any Put and the denominator of which is the Pro-Rata Put Amount.


 


(v)
“Purchase Price” means, with respect to a Standard Put, the Standard Purchase Price, and with respect to an
Accelerated Put, the Accelerated Purchase Price.


 


(w)
“Put” means any Standard Put or Accelerated Put under this Agreement.


 


(x)
“Registration Statement” has the meaning set forth in the Registration Rights Agreement.


 


(y)
“Rule 506(d) Related Party” means a person or entity that is a beneficial owner of the Investor’s securities
for purposes of Rule 506(d).


 


(z)
“Sale Price” means any trade price for the shares of Common Stock on the Principal Market as reported by the
Principal Market.


 


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


 


(bb)
“Standard Purchase Price” means, with respect to any Standard Put made pursuant to Section 1(b), the
lower of: (i) the lowest Sale Price on the applicable Put Date and (ii) 85% of the arithmetic average of the 3 lowest Closing
Prices for the Common Stock during the 10 consecutive Trading Days ending on the Trading Day immediately preceding such Put Date
(in each case, to be appropriately adjusted for any stock split, reverse stock split, reorganization, recapitalization, non-cash
dividend, or other similar transaction that occurs on or after the date of this Agreement).


 


(cc)
“Trading Day” means a calendar day on which the Principal Market shall be open for business.


 


(dd)
“Transaction Documents” means this Agreement and the Registration Rights Agreement.


 


(ee)
“Transfer Agent” means Equity Stock Transfer, L.P. or any successor transfer agent of the Company.


 


(ff)
“Variable Rate Issuance” means a transaction in which the Company (i) issues or sells any debt or equity securities
(including warrants) that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares
of Common Stock either (A) at a conversion price, exercise price 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 debt or
equity securities, (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after
the initial issuance of such debt or equity security 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 or (C) with shares of Common Stock (or any other additional
consideration) being issued to the holder of such debt or equity security after the initial issuance pursuant to the terms of
such securities 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 or (ii) enters into, or effects a transaction under, any agreement, including, but not limited
to, an equity line, whereby the Company may issue securities at a future determined price.


 


(gg)
“VWAP” shall mean for any date, the price determined by the first of the following clauses that applies: (a)
if the Common Stock is then listed or quoted on a national exchange as included in the term Principal Market, the daily volume
weighted average price of the Common Stock for such date (or the nearest preceding date) on such national exchange on which the
Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. or Quotestream, a product of QuoteMedia, Inc.
(based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if the Common Stock is not
then traded on a national exchange, the volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the OTCQX, OTCQB, OTC Pink or OTC Bulletin Board (as applicable); (c) if the Common Stock is not then quoted for trading
on the OTCQX, OTCQB, OTC Pink or OTC Bulletin Board and if prices for the Common Stock are then reported in the OTC markets or
a similar organization or agency, the most recent bid price per share of the Common Stock so reported that reflects the equivalent
of a trading market for the Common Stock; or (d) in all other cases, the fair market value of a share of Common Stock as determined
by an independent appraiser selected in good faith by the Investor and reasonably acceptable to the Company.


 


**
Signature Page Follows **


 




    	 	34	 



     


    

 


IN
WITNESS WHEREOF, the Investor and the Company have caused their respective signature page to this Equity Line Purchase Agreement
to be duly executed as of the Execution Date.





 


	 	COMPANY:
	 	 
	 	Endonovo
    Therapeutics, INC.
	 	 
	 	By:	/s/
	 	Name:	Alan
    Collier
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	INVESTOR:
	 	 
	 	Cavalry
    Fund I LP
	 	 
	 	By:	Cavalry
    Fund I Management LLC
	 	Its:	General
    Partner
	 	 	 
	 	By:	/s/
	 	Name:	Thomas
    P. Walsh
	 	Title:	Managing
    Partner


 




    	 	35	 



     


    

 


EXHIBITS


 


	Exhibit
    A	Form
    of Put Notice
	Exhibit
    B	Transfer
    Agent Instruction Letter
	Exhibit
    C	Form
    of Secretary’s Certificate
	Exhibit
    D	Form
    of Officer’s Certificate


 




    	 	36	 



     


    

 


EXHIBIT
A


 


FORM
OF PUT NOTICE


 


Endonovo
Therapeutics, Inc. Put [date], Put #


 


To
whom it may concern,


 


Below
are instructions for a put to Cavalry Fund I LP. I confirm that all prior instructions for puts to Cavalry Fund I LP have been
acknowledged by you. Cavalry Fund I LP is included on these instructions as a required notification of its obligations to purchase
the shares of common stock as set forth below. Please reply to all parties on this email acknowledging receipt.


 


Put
Type (Standard or Accelerated):


Put
Date:


Put
Price per Share $:


(Check
box for method used to calculate Put Price Per Share):


___
the lowest Sale Price on the Trading Day prior to the Put Date (Standard Put)


___
85% of the arithmetic average of the 3 lowest Closing Prices for the Common Stock during the 10 consecutive Trading Days ending
on the Trading Day immediately preceding the Put Date(Standard Put)


___
75% of the VWAP on the Accelerated Put Date (Accelerated Put)


Number
of Put Shares to be Issued:


Purchase
Amount $:


Pro-Rata
Commitment Shares to be Issued:


([________]*(Purchase
Amount/$[__________])):


Total
Shares to be Issued to Investor:


 


After
this purchase:


Aggregate
Put Shares purchased to date:


Remaining
Registered Put Shares:


Aggregate
Pro-Rata Commitment Shares issued to date:


Remaining
Registered Pro-Rata Commitment Shares:


Aggregate
Purchase Amount $ for all purchases to date:


Remaining
Available Amount $:


 


The
above referenced shares shall not bear any legend restricting transfer and should be immediately sent to the Investor
via DWAC:


 


Broker
DTC Participant Code:


Investor’s
Account Number:


 


These
put instructions are made in reference to those Irrevocable Transfer Agent the Equity Line Purchase Agreement (the “Purchase
Agreement”), dated as of [____________], 2020 (the “Execution Date”), by and between Endonovo Therapeutics,
Inc., a Delaware corporation (the “Company”), and Cavalry Fund I LP, a Delaware limited partnership (the “Investor”).
In accordance with and pursuant to the Purchase Agreement, the Company hereby directs you to issue shares of common stock, $0.0001
par value per share, of the Company for the Purchase Amount indicated above as of the date specified above, this email serves
as your authorization to issue the shares with no further action from the Company. As mentioned above please reply to all
parties on this email and acknowledge receipt.


 


I
hereby certify to Cavalry Fund I LP that the information on the Put Notice, dated of the Put Date first set forth above is true
and correct in all respects, and the conditions of the Cavalry Fund I LP’s obligation to purchase Put Shares set forth in
Section 7 of the Purchase Agreement have been satisfied in all respects for which I have no knowledge that such condition
has not been satisfied. I confirm that neither the Company, nor anyone acting on its behalf has provided Cavalry Fund I LP with
any information that constitutes or could reasonably be expected to constitute material, nonpublic information.


 


Best,


 


[___________]


 




    	 	37	 



     


    

 


EXHIBIT
B


 


IRREVOCABLE
TRANSFER AGENT INSTRUCTIONS


 


[_______________],
2020


 


[_______________]


[_______________]


[_______________]


[_______________]


 


	 	Re:	Endonovo
    Therapeutics, Inc.


 


Ladies
and Gentlemen:


 


Reference
is made to that certain Equity Line Purchase Agreement (the “Purchase Agreement”), dated as of May 18, 2020
(the “Execution Date”), by and between Endonovo Therapeutics, Inc., a Delaware corporation (the “Company”),
and Cavalry Fund I LP, a Delaware limited partnership (the “Investor”), pursuant to which the Company may sell
to the Investor up to Ten Million Dollars ($10,000,000) of the Company’s common stock, $0.0001 par value (the “Common
Stock”). Pursuant to the Purchase Agreement, the Company has also entered into a registration rights agreement, dated
as of the Execution Date with the Investor (the “Registration Rights Agreement”), pursuant to which the Company
agreed, among other things, to register an aggregate of [____________] shares of Common Stock, including (i) [_____________] shares
for purchase by the Investor (“Put Shares”), (ii) 349,296 “Execution Commitment Shares”
which have been previously issued as of the Execution Date, (iii) 349,296 “Effectiveness Commitment Shares”
which the Company shall issue pursuant to the Purchase Agreement and (iv) [___________] “Pro-Rata Commitment Shares”
for issuance in connection with the purchase of Put Shares by the investor (together, the “Shares”) under a
registration statement on Form S-1 (File No. 333-[__________]) (the “Registration Statement”).


 


We
have delivered to you as Exhibit A hereto a true and correct copy of the consent of the Board of Directors authorizing
the issuance of the Shares. No further consent or authorization is required by the Company, its Board of Directors or its shareholders
in connection with the transactions contemplated by the Purchase Agreement.


 


Promptly
after the SEC declares effective the Registration Statement, the Company’s counsel shall deliver to you its opinion that
the Registration Statement has been declared effective by the (the “Notice of Effectiveness”). Provided that
the Company’s counsel has delivered to you the Notice of Effectiveness, this letter shall serve as our irrevocable authorization
and direction:


 


	 	(1)	Reserve
    [___________] Shares of Common Stock for issuance to the Investor pursuant to these irrevocable instructions (the “Equity
    Line Reserve”).
	 	 	 
	 	(2)	remove
    any restricted stock transfer legend on the Execution Commitment Shares and credit via the Depository Trust Company (“DTC”)
    Fast Automated Securities Transfer Program, [___________] shares of Common Stock as Commitment Shares to the Buyer’s
    balance account with DTC through its Deposit Withdrawal At Custodian (“DWAC”)


 




    	 	38	 



     


    

 


The
information that shall be used for the transfer of shares is as follows:


 


	 	●	Broker
    Name: [_____________]
	 	●	Broker
    DTC Participant Code: [____]
	 	●	Account
    Number: [_____________]
	 	●	Account
    Name: [_____________]


 





	 	(3)	issue
    Put Shares and Pro-Rata Commitment Shares without any restricted stock transfer legend, to the Buyer from time to time upon
    surrender to you of a properly completed and duly executed Put Notice, in the form attached hereto as Exhibit B.


 


For
the avoidance of confusion, the Effectiveness Commitment Shares shall be issued pursuant to separate instructions to be delivered
by the Company and deducted from the Equity Line Reserve.


 


Specifically,
upon of a Put Notice duly executed by the Company, which shall constitute an instruction to you to process such Put Notice in
accordance with the terms of these instructions and the Put Notice, you shall as soon as practicable, but in no event later than
one (1) Business Day (as defined below) after receipt of such Put Notice, send, via e-mail, an copy of the Purchase Confirmation
acknowledged by you to the Company and the Investor. Upon your receipt of a copy of the executed Purchase Confirmation, you shall
use your best efforts to, within one (1) Business Day following the date of your receipt of the Purchase Confirmation issue Put
shares and Pro-Rata Commitment Shares from the Equity Line Reserve, and credit via The DTC Fast Automated Securities Transfer
Program, upon the request of the Investor, such aggregate number of shares of Common Stock to which the Investor shall be entitled
to the Investor’s balance account with DTC through its DWAC system for the number of shares of Common Stock to which the
Investor shall be entitled as set forth in the Put Notice, provided the Investor causes its broker to initiate the DWAC transaction.
(“Business Day” shall mean any day on which the Company’s principle trading market is open for customary
trading).


 


Provided
that the Company has delivered to you the Notice of Effectiveness, the Company hereby confirms to you and the Investor that certificates
representing the Shares shall not bear any legend restricting transfer of the Shares thereby and should not be subject
to any stop-transfer restrictions and shall otherwise be freely transferable on the books and records of the Company; provided
however, that if for any reason the Company is required to issue Shares which have not been registered under the Securities
Act of 1933, as amended, then the certificates for such Purchase Shares shall bear the following legend and no other legend whatsoever:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2)
AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
SECURITIES LAWS.


 


Notwithstanding
anything to the contrary in these instructions, the Investor agrees that, if the Company gives the Investor notice (or the Investor
otherwise becomes aware) that the Registration Statement, is not current and/or the prospectus does not meet the requirements
of Section 5(b) of the Securities Act of 1933 or has been withdrawn, that it will return any unsold Shares to the Transfer Agent
in order to permit a restrictive legend to be placed on such Shares.


 


The
Company hereby confirms to you and the Investor that no instructions other than as contemplated herein will be given to you by
the Company with respect to the Purchase Shares.


 


Please
be advised that the Investor is relying upon this letter as an inducement to purchase shares of Common Stock under the Purchase
Agreement and, accordingly, the Investor is a party to the agreements set forth in this letter.


 


**Signature
Page Follows**


 




    	 	39	 



     


    

 


Very
truly yours,


 


	ENDONOVO
    THERAPEUTICS, INC.	 
	 	 	 
	By:	                            	 
	Name:	 	 
	Title:	 	 
	 	 	 
	ACKNOWLEDGED
    AND AGREED:	 
	 	 
	[____________________]	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	CAVALRY
    FUND I LP	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


**Signature
Page to the Transfer Agent Instructions**


 




    	 	 	 



     


    

 


EXHIBIT
A


 


UNANIMOUS
WRITTEN CONSENT OF THE BOARD OF DIRECTORS


OF
ENDONOVO THERAPEUTICS, INC.


 




    	 	 	 



     


    

 


EXHIBIT
B


 


FORM
OF PUT NOTICE


 




    	 	 	 



     


    

 


EXHIBIT
C


 


FORM
OF SECRETARY’S CERTIFICATE


 


This
Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 6(f) of that certain
Equity Line Purchase Agreement dated as of May 18, 2020, (“Purchase Agreement”), by and between Endonovo Therapeutics,
Inc., a Delaware corporation (the “Company”), and Cavalry Fund I LP, a Delaware limited partnership (the “Investor”).
Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.


 


The
undersigned, ____________, Secretary of the Company, hereby certifies as follows:


 


1.
I am the Secretary of the Company and make the statements contained in this Secretary’s Certificate.


 


2.
Attached hereto as Exhibit A are true, correct and complete copies of the Company’s Certificate of Incorporation
and Bylaws, as amended through the date hereof, and no action has been taken by the Company, its directors, officers or stockholders,
in contemplation of the filing of any further amendment relating to or affecting such documents.


 


3.
Attached hereto as Exhibit B are true, correct and complete copies of the resolutions either duly adopted by the Board
of Directors on _____________, at which a quorum was present and acting throughout, or executed by all directors in accordance
with the Nevada Revised Statutes. Such resolutions have not been amended, modified or rescinded and remain in full force and effect
and such resolutions are the only resolutions adopted by the Board of Directors or the stockholders of the Company relating to
or affecting (i) the entering into and performance of the Purchase Agreement, or the issuance, offering and sale of the Purchase
Shares and the Commitment Shares and (ii) and the performance of the Company of its obligation under the Transaction Documents
as contemplated therein.


 


IN
WITNESS WHEREOF, I have hereunder signed my name on this ___ day of _________________ 2020.


 


	 	 
	 	Secretary
	 	 
	 	 


 




    	 	 	 



     


    




 


EXHIBIT
D


 


FORM
OF OFFICER’S CERTIFICATE


 


This
Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 6(h) of that certain
Equity Line Purchase Agreement dated as of May 18, 2020, (“Purchase Agreement”), by and between Endonovo Therapeutics,
Inc., a Delaware corporation (the “Company”), and Cavalry Fund I LP, a Delaware limited partnership (the “Investor”).
Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.


 


The
undersigned, ___________, ______________ of the Company, hereby certifies as follows:


 


1.
I am the _____________ of the Company and make the statements contained in this Certificate;


 


2.
The representations and warranties of the Company contained in the Purchase Agreement are true and correct true and correct as
of the date when made and as of the Effective Date, as though made at that time (except for representations and warranties that
speak as of a specific date, which shall be true and correct as of such specified date);


 


3.
The Company has performed, satisfied and complied with the covenants, agreements and conditions required by the Purchase Agreement
to be performed, satisfied or complied with by the Company at or prior to the Effective Date.


 


4.
The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy
Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate
involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as
they become due.


 


IN
WITNESS WHEREOF, I have hereunder signed my name on this ___ day of _________________ 2020.


 


	 	 	 
	 	Name:	 
	 	Title: