COMMON STOCK PURCHASE AGREEMENT


 


This common stock purchase agreement
(the “Agreement”), dated as of June 8, 2021 (the “Execution Date”), is entered into between Wikisoft Corp., a
Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”).


 


RECITALS:


 


WHEREAS, upon the terms and
subject to the conditions contained herein, the Investor shall purchase Seven Hundred Fifty Thousand Dollars ($750,000) of
Securities after a Registration Statement is declared effective by the Securities and Exchange Commission (the “SEC”) at
a fixed price of $1.50 per share; 


 


NOW THEREFORE, in consideration
of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and agreements set forth hereafter,
and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor hereby
agree as follows:


 


SECTION I


DEFINITIONS


 


For all purposes of and under
this Agreement, the following terms shall have the respective meanings below, and such meanings shall be equally applicable to the singular
and plural forms of such defined terms.


  


“Administrative Fee” shall mean
25,000 Securities issued by the Company to the Investor upon execution of the Agreement and $10,000 deducted from the Investment Amount
at Closing.


 


“Business Day” shall mean any
day on which the Trading Market for the Common Stock is open for trading from the hours of 9:30 am until 4:00 pm eastern time.


 


“Closing” shall mean a
date that is no later than five (5) Business Days after the effectiveness of the Registration Statement and receipt of Effectiveness
Notice, notwithstanding anything to the contrary in this Agreement.


 


“Effectiveness Notice” shall
mean an irrevocable written notice from the Company to the Investor informing of effectiveness of the Registration Statement and directing
the Investor to purchase the Securities as referenced in Exhibit A of this Agreement.


 


“Common Stock” means the Company’s
common stock and any other class of securities into which such securities may hereafter be reclassified or changed.


 


“Investment Amount” shall mean
the Purchase Price multiplied by the number of Securities purchased at Closing.


 


“Purchase Price” shall mean
$1.50 per share.


 


“Registration Statement” means
the registration statement covering the Securities.


 


“Securities” shall
mean the Common Stock issued pursuant to the terms of this Agreement.


 


“Trading Market” shall mean
the New York Stock Exchange, the NYSE Amex, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or any
tier of the OTC Markets, including OTC Pink, whichever is the market on which the Common Stock trades or is listed.


 



    	 		 



    	 



    

 





SECTION II


PURCHASE AND SALE OF SECURITIES


 


2.1 PURCHASE AND SALE
OF SECURITIES. Subject to the terms and conditions set forth herein, the Company shall sell to the Investor, and the Investor shall
purchase from the Company, at Closing a number of Securities equal to the Investment Amount.


 


2.2 CLOSING. Subject
to the terms and conditions herein, the Company will deliver the Effectiveness Notice upon the declaration of effectiveness of the Registration
Statement.


 


2.3 CONDITIONS TO INVESTOR’S
OBLIGATION TO PURCHASE SECURITIES. Notwithstanding anything to the contrary in this Agreement, the Investor may choose to reduce the
Investment Amount under this Agreement if at Closing (i) the Registration Statement is not effective, (ii) if the Common Stock has been
suspended from trading on the Trading Market, (iii) if there is an injunction issued and remaining in force or an action commenced by
a governmental authority prohibiting the purchase or the issuance of the Securities or (iv) if the Common Stock has traded below the Purchase
Price at the date of closing.


 


2.4 MECHANICS OF CLOSING.
The Closing shall occur no later than the 5 (five) Business Days following receipt of Securities by Investor’s custodian. At Closing,
the Investor shall deliver the Investment Amount by wire transfer of immediately available funds to an account designated by the Company.


 


2.5 LIMITATION ON AMOUNT
OF OWNERSHIP. Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be entitled to purchase that
number of Securities, which when added to the sum of the number of Common Stock beneficially owned (as such term is defined under Section
13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed 4.99% of the Common Stock outstanding at Closing, as determined in
accordance with Rule 13d-1(j) of the 1934 Act.


 


SECTION III


INVESTOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS


   


3.1 NO SHORT SALES. No
short sales shall be permitted by the Investor or its affiliates.


 


3.2 INVESTMENT PURPOSE.
The Investor is entering into this Agreement and acquiring the Securities for investment purposes.


3.3 ACCREDITED INVESTOR
STATUS. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D.


3.4 ACKNOWLEDGEMENT
OF TERMS. The Investor hereby represents and warrants to the Company that: (i) it is voluntarily entering into this Agreement of its
own freewill, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this Agreement are reasonable and fair
to the Investor, and (iv) the Investor has had independent legal counsel of its own choosing review this Agreement, advise the Investor
with respect to this Agreement, and represent the Investor in connection with this Agreement.


3.5 DUE EXECUTION.
This Agreement, and any and all other documents required to be executed and delivered by the Investor pursuant to this Agreement, have
been duly executed and delivered by the Investor and constitute a valid, legal and binding obligation on the Investor that is enforceable
against the Investor in accordance with their terms.


3.6 NO CONFLICTS.
Neither the execution or delivery of this Agreement, nor any other documents required to be executed and delivered by the Investor hereunder,
nor the consummation of the transactions contemplated hereby conflicts with or constitutes any violation or breach, or gives any other
person any rights under any document or agreement that the Investor is a party to. Neither the Investor’s entry into this Agreement,
nor the Investor’s representations made in this Agreement, constitute a violation of any order or applicable law that the Investor
is subject to.






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SECTION IV


REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


Except as disclosed on the Company’s
SEC Documents, the Company represents and warrants to the Investor that:


4.1 ORGANIZATION AND QUALIFICATION.
The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Nevada, and has the requisite
corporate power and authorization to own its properties and to carry on its business as now being conducted. Both the Company and the
companies it owns or controls (“Subsidiaries”) are duly qualified to do business and are 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 have a Material Adverse Effect. As used in this Agreement, “Material
Adverse Effect” means a change, event, circumstance, effect or state of facts that has had or is reasonably likely to have, a material
adverse effect on the business, properties, assets, operations, results of operations, financial condition or prospects of the Company
and its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be
entered into in connection herewith, or on the authority or ability of the Company to perform its obligations under the Agreement.


 


4.2 AUTHORIZATION; ENFORCEMENT;
COMPLIANCE WITH OTHER INSTRUMENTS.


 


	 	i.	
    The Company has the requisite corporate power and
    authority to enter into the Agreement

    and to issue the Securities in accordance with the
    terms hereof.

	 	 	 
	 	ii.	The execution and delivery of the Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders.


 


	 	iii.	 The Agreement has been duly and validly executed and delivered by the Company.
	 	 	 
	 	iv.	 This Agreement constitutes the valid and binding obligations of the Company enforceable against the Company in accordance with their 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 creditors’ rights and remedies.


 


4.3 ISSUANCE OF SECURITIES.
The Company will reserve the number of Securities included in the Company’s Registration Statement for issuance pursuant to the
Agreement, which have been duly authorized and reserved (subject to adjustment pursuant to the Company’s covenant set forth in Section
5.5 below) pursuant to this Agreement. Upon issuance in accordance with this Agreement, the Securities will be validly issued,
fully paid for and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. In the event the Company
cannot register a sufficient number of Securities for issuance pursuant to this Agreement, the Company will use its best efforts to authorize
and reserve for issuance the number of Securities required for the Company to perform its obligations hereunder as soon as reasonably
practicable.


 


4.4 DILUTIVE EFFECT.
The Company’s executive officers and directors have studied and fully understand the nature of the transactions contemplated by
this Agreement and recognize that they have a potential dilutive effect on the shareholders of the Company. The Board of Directors of
the Company has concluded, in its good faith business judgment, and with full understanding of the implications, that such issuance is
in the best interests of the Company. The Company specifically acknowledges that, subject to such limitations as are expressly set forth
in the Agreement, its obligation to issue Securities upon purchases pursuant to this Agreement is absolute and unconditional regardless
of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.


 


4.5 NO EXCLUSIVITY.
The Company may pursue a similar transaction with any other party during the time from the Execution Date to the Closing as well as prior
to then and thereafter.


 






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SECTION V


COVENANTS OF THE COMPANY


 


5.1 BEST EFFORTS.
The Company shall use all commercially reasonable efforts to timely satisfy each of the conditions set forth in this Agreement.


 


5.2 REPORTING STATUS.
From the Execution Date and until Closing or until this Agreement terminates pursuant to Section 6, the Company shall file
all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status, or take an action
or fail to take any action, which would terminate its status as a reporting company under the 1934 Act.


 


5.3 USE OF PROCEEDS.
The Company will use the proceeds from the sale of the Securities for general corporate and working capital purposes and acquisitions
or assets, businesses or operations or for other purposes that the Board of Directors, in good faith deem to be in the best interest of
the Company.


 


5.4 FINANCIAL INFORMATION.
During the time from the Execution Date and until Closing or until this Agreement terminates pursuant to Section 6, the Company
agrees to make available to the Investor via EDGAR or other electronic means the following documents and information on the forms set
forth: (i) within five (5) Business Days after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly
Reports on Form 10-Q, any Current Reports on Form 8-K and any registration statements or amendments filed pursuant to the 1933 Act; (ii)
copies of any notices and other information made available or given to the shareholders of the Company generally, contemporaneously with
the making available or giving thereof to the shareholders; and (iii) within two (2) calendar days of filing or delivery thereof, copies
of all documents filed with, and all correspondence sent to, the Trading Market, any securities exchange or market, or the Financial Industry
Regulatory Association, unless such information is material nonpublic information.


 


5.5 RESERVATION OF SECURITIES.
The Company shall take all action necessary to at all times have authorized, and reserved the amount of Securities included in the Company’s
Registration Statement for issuance pursuant to the Agreement. In the event that the Company determines that it does not have a sufficient
number of Common Stock to reserve and keep available for issuance as described, the Company shall use all commercially reasonable efforts
to increase the number of Common Stock by seeking shareholder approval.


 


5.6 TRADING. The Company
shall maintain the trading of the Common Stock on the Trading Market or any other national securities exchange and automated quotation
system, if any, upon which Common Stock are then trading and shall maintain, such trading until earlier to occur, the Closing of this
Agreement terminated pursuant to Section 6. 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 Trading Market (excluding suspensions of not more
than one (1) Business Day resulting from business announcements by the Company). The Company shall promptly provide to the Investor copies
of any notices it receives from the Trading Market regarding the continued eligibility of the Common Stock for trading on such automated
quotation system or securities exchange. The Company shall pay all fees and expenses in connection with satisfying its obligations under
this Section 5.6.


 


5.7 CORPORATE EXISTENCE.
The Company shall use all commercially reasonable efforts to preserve and continue the corporate existence of the Company.


 


5.8 NOTICE OF CERTAIN
EVENTS AFFECTING REGISTRATION STATEMENT. The Company shall promptly notify the Investor upon the occurrence of any of the following
events in respect of the Registration Statement: (i) receipt of any request for additional information by the SEC or any other federal
or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the
Registration Statement; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending
the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification
with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction
or the initiation or notice of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such
Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in
any material respect or that requires the making of any changes in the Registration Statement related prospectus or documents so that,
in the case of an Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus,
it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s
reasonable determination that a post-effective amendment or supplement to the Registration Statement would be appropriate, and the Company
shall promptly make available to Investor any such supplement or amendment to the related prospectus.


 



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5.9 TRANSFER AGENT.
The Company shall deliver instructions to its transfer agent to issue Securities to the Investor that are issued to the Investor pursuant
to this Agreement.


 


5.10 ACKNOWLEDGEMENT OF TERMS.
The Company hereby represents and warrants to the Investor that: (i) it is voluntarily entering into this Agreement of its own freewill,
(ii) it is not entering this Agreement under economic duress, (iii) the terms of this Agreement are reasonable and fair to the Company,
and (iv) the Company has had independent legal counsel of its own choosing review this Agreement, advise the Company with respect to this
Agreement, and represent the Company in connection with this Agreement.


  


SECTION VI


EXPIRATION


 


6.1 TERMINATION. This Agreement
shall expire on the earlier of to occur (i) the Closing or (ii) December 31, 2021.


   


SECTION VII


INTENTIONALLY LEFT BLANK


  


SECTION VIII


GOVERNING LAW, LEGAL FEES, SURVIVAL


 


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


 


8.2 LEGAL FEES; AND MISCELLANEOUS
FEES. Except as otherwise set forth in the Agreement, including but not limited to the Administrative Fee, each party shall pay the
fees and expenses of its advisers, counsel, the accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. Any attorneys’ fees and expenses incurred
by either the Company or the Investor in connection with the preparation, negotiation, execution and delivery of any amendments to this
Agreement or relating to the enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement
by another party or any default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by the
party which breached this Agreement and/or defaulted, as the case may be.


 


8.3 SURVIVAL. The
representations and warranties of the Company and the Investor contained in this Agreement shall survive the Closing and the expiration
of this Agreement.


 



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SECTION IX


NON-DISCLOSURE OF NON-PUBLIC INFORMATION


 


The Company shall not disclose
non-public information to the Investor.


 


Your signature on this Signature
Page evidences your agreement to be bound by the terms and conditions of this Agreement as of the date first written above. The undersigned
signatory hereby certifies that he has read and understands this Agreement, and the representations made by the undersigned in this Agreement
are true and accurate, and agrees to be bound by its terms.


 


	 	
    Company

     

    By: /s/ Carsten Falk

    Name: Carsten Falk

    Title: Chief Executive Officer

     

     

	
     

     
	
    Investor

     

    By: /s/ Jared Alexandria

	 	
    Name: Jared Alexandria

    Title: Principal



 


 





EFFECTIVENESS NOTICE


 


Date __________


 


 


	Investor,	



 


This is to inform you that as
of today the Company’s Registration Statement has been declared effective by the Securities and Exchange Commission and the Company
directs the Investor to purchase under this Agreement, $750,000 of Securities, which consist of 500,000 of the Company’s common
stock shares.


  


Regards,


 


Company


 


By: _________


Name: Carsten Falk


Title: Chief Executive Officer


 



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