Exhibit
10.1




 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 25, 2019, by and between Quanta,
Inc., a Nevada corporation, with headquarters located at 3606 W Magnolia Blvd, Burbank CA, 91505 (the “Company”),
and the purchasers listed on the signature page hereto (each a “Purchaser” and collectively the “Purchasers”).


 


WHEREAS:


 


A.
The Company and Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “1933 Act”);


 


B.
Purchasers desire to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement
up to 5,000,000 shares of the common stock $0.001 par value per share, of the Company (the “Common Stock”), upon the
terms and subject to the limitations and conditions set forth herein;


 


C.
Each Purchaser wishes to purchase, upon the terms and conditions stated in this Agreement, such number of shares of Common Stock
as is set forth immediately below its name on the signature pages hereto; and


 


NOW
THEREFORE, the Company and the Purchasers severally (and not jointly) hereby agree as follows:


 


1.
PURCHASE AND SALE OF COMMON STOCK.


 


a.
Purchase of Common Stock. On the Closing Date (as defined below), the Company shall issue and sell to the Purchasers and
the Purchasers agree to purchase from the Company the number of shares of Common Stock as is set forth immediately below the Purchaser’s
name on the signature page hereto.


 


b.
Form of Payment. On the Closing Date (as defined below), (i) each Purchaser shall pay a purchase price equal to ten cents
($0.10) per share for the Common Stock to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”)
by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions,
against delivery of the number of shares of Common Stock as is set forth immediately below the Purchaser’s name on the signature
pages hereto, and (ii) the Company shall deliver such shares of Common Stock, to each Purchaser, against delivery of such Purchase
Price.


 




    	 



    	 



    

 


c.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 7 and Section
8 below, the date and time of the issuance and sale of the Common Stock pursuant to this Agreement (the “Closing Date”)
shall be 12:00 noon, Eastern Standard Time on or about December 6, 2019, or such other mutually agreed upon time. The closing
of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location
as may be agreed to by the parties.


 


2.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each Purchaser represents and warrants to the Company that:


 


a.
Investment Purpose. As of the date hereof, Purchaser is purchasing the Common Stock for its own account and not with a
present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration
under the 1933 Act; provided, however, that by making the representations herein, the Purchaser does not agree to
hold any of the Common Stock for any minimum or other specific term and reserves the right to dispose of the Common Stock at any
time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.


 


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


 


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


 


d.
Information. Purchaser 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 Common Stock which have been requested by the
Purchaser or its advisors. Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company.
Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not
disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to
the Purchaser. Neither such inquiries nor any other due diligence investigation conducted by Purchaser or any of its advisors
or representatives shall modify, amend or affect Purchaser’s right to rely on the Company’s representations and warranties
contained in Section 3 below. Purchaser understands that its investment in the Common Stock involves a significant degree of risk.
Purchaser is not aware of any facts that may constitute a breach of any of the Company’s representations and warranties
made herein.


 




    	2



    	 



    

 


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


 


f.
Transfer or Re-sale. Purchaser understands that (i) the sale or re-sale of the Common Stock has not been and is not being
registered under the 1933 Act or any applicable state securities laws, and the Common Stock may not be transferred unless (a)
the Common Stock are sold pursuant to an effective registration statement under the 1933 Act, (b) Purchaser shall have delivered
to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions
of counsel in comparable transactions to the effect that the Common Stock to be sold or transferred may be sold or transferred
pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Common Stock are sold
or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule
144”)) of the Purchaser who agrees to sell or otherwise transfer the Common Stock only in accordance with this Section 2(f)
and who is an Accredited Investor, (d) the Common Stock are sold pursuant to Rule 144, or (e) the Common Stock are sold pursuant
to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Purchaser shall have delivered
to the Company, at the cost of the Company an opinion of counsel that shall be in form, substance and scope customary for opinions
of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Common Stock made
in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable,
any re-sale of such Common Stock under circumstances in which the seller (or the person through whom the sale is made) may be
deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the
1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding the foregoing or anything else contained herein to
the contrary, the Common Stock may be pledged as collateral in connection with a bona fide margin account or other lending
arrangement. In the event that the Company does not accept the opinion of counsel provided by the Purchaser with respect to the
transfer of Common Stock pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business
days of delivery of the opinion to the Company, the Company shall pay to the Purchaser liquidated damages of three and one half
percent (3.5%) of the current market value of the Common Stock per day in cash (“Standard Liquidated Damages Amount”).


 




    	3



    	 



    

 


g.
Legends. The Purchaser understands that until such time as the Common Stock has been registered or may be sold pursuant
to Rule 144 or Regulation S without restriction, the Common Stock may bear a restrictive legend in substantially the following
form (and a stop-transfer order may be placed against transfer of the certificates for such Common Stock):




 


“THE
ISSUANCE AND SALE OF 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 (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
THE SECURITIES.”


 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security
upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for
sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation
S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such
holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable
transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act,
which opinion shall be accepted by the Company so that the sale or transfer is effected. The Purchaser agrees to sell all Common
Stock, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus
delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Purchaser
with respect to the transfer of Common Stock pursuant to an exemption from registration, such as Rule 144 or Regulation S.


 


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


 


i.
Residency. The Purchaser is a resident of the jurisdiction as set forth in the signature page of this Agreement.


 




    	4



    	 



    

 


3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Purchasers that:


 


a.
Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly
organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power
and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now
owned, leased, used, operated and conducted. The Company and each of its Subsidiaries is duly qualified as a foreign corporation
to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business
conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have
a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations,
assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions
contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries”
means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly,
any equity or other ownership interest.


 


b.
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this
Agreement, and to consummate the transactions contemplated hereby and thereby and to issue the Common Stock, in accordance with
the terms hereof and thereof, (ii) the execution and delivery of this Agreement by the Company and the consummation by it of the
transactions contemplated hereby and thereby (including without limitation, that the issuance of the Common Stock has been duly
authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors,
or its shareholders is required), (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative,
and such authorized representative is the true and official representative with authority to sign this Agreement and the other
documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes a legal, valid
and binding obligation of the Company enforceable against the Company in accordance with its terms. The Company is not required
to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court
or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and
performance by the Company of the Transaction Documents, other than: (i) the filing of Form D with the Commission, and (ii) such
filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).


 


c.
Capitalization. As of the Closing Date, the authorized capital stock of the Company consists of: (i) 100,000,000
shares of Common Stock, of which 44,646,255 shares are issued and outstanding; (ii) 0 shares of preferred stock, of which no shares
are issued and outstanding. Except as disclosed in the Public Documents or Exhibit 3(c) hereto, no shares are reserved for issuance
pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities exercisable for,
or convertible into, or exchangeable for shares of common stock. All of such outstanding shares of capital stock are, or upon
issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are
subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed
through the actions or failure to act of the Company. Except as disclosed in the Public Documents, as of the effective date of
this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal,
agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights
convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by
which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company
or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is
obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price
adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders)
that will be triggered by the issuance of the Common Stock. The Company has filed in its Public Documents true and correct copies
of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”),
the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible
into or exercisable for common stock of the Company and the material rights of the holders thereof in respect thereto. The Company
shall provide the Purchaser with a written update of this representation signed by the Company’s Chief Executive on behalf
of the Company as of the Closing Date.


 




    	5



    	 



    

 


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


 


e.
Acknowledgment of Dilution. The Company understands and acknowledges the dilutive effect of the issuance of the Common
Stock.


 


f.
No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of the
Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute
a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to
which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any state law, rule, regulation, order,
judgment or decree (including state securities laws and regulations and regulations of any self-regulatory organizations to which
the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset
of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither
the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents
and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time
or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries
has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which
any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not,
individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any,
are not being conducted, and shall not be conducted so long as the Purchaser owns any of the Common Stock, in violation of any
law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required
under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization
or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization
or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement
in accordance with the terms hereof or thereof or to issue and sell the Common Stock in accordance with the terms hereof. All
consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding
sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements
of the Over-the-Counter Bulletin Board (the “OTCBB”), the OTCQB or any similar quotation system, and does not reasonably
anticipate that the Common Stock will be delisted by the OTCBB, the OTCQB or any similar quotation system, in the foreseeable
future nor are the Company’s securities “chilled” by DTC. The Company and its Subsidiaries are unaware of any
facts or circumstances which might give rise to any of the foregoing.


 




    	6



    	 



    

 


g.
Public Documents; Financial Statements. The Company has timely filed all quarterly and annual reports required to be filed
by it (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules
thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to
herein as the “Public Documents”). The Company has delivered to the Purchaser true and complete copies of the Public
Documents, except for such exhibits and incorporated documents, and except as such Documents are publicly available. As of their
respective dates, none of the Public Documents, at the time they were 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. None of the statements made in any such Public Documents is,
or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated
in subsequent filings prior the date hereof). The financial statements fairly present in all material respects the consolidated
financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their
operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
Except as set forth in the financial statements of the Company, the Company has no liabilities, contingent or otherwise, other
than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred
in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial
statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company.


 


h.
Absence of Certain Changes. Since June 30, 2019 there has been no material adverse change and no material adverse
development in the assets, liabilities, business, properties, operations, financial condition, results of operations, or prospects
of the Company or any of its Subsidiaries.


 


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


 


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


 


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


 




    	7



    	 



    

 


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


 


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


 


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


 



    	8



    	 



    

 


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


 


p.
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances
that would require registration under the 1933 Act of the issuance of the Common Stock to the Purchaser. The issuance of the Common
Stock to the Purchaser will not be integrated with any other issuance of the Company’s securities (past, current or future)
for purposes of any shareholder approval provisions applicable to the Company or its securities.


 


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


 


r.
Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and
operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”),
and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of
the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of
the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. Since June 30, 2019, neither the Company nor any of its Subsidiaries
has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices
relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse
Effect.


 


s.
Environmental Matters.


 


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


 




    	9



    	 



    

 


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


 


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


 


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


 


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


 




    	10



    	 



    

 


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


 


w.
No Investment Company. The Company is not, and upon the issuance and sale of the Common Stock contemplated by this Agreement
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.


 


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


 


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


 


z.
Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell”
issuer. Further, even if the Company is ever deemed to have been a “shell” issuer as of the merger
that occurred on June 6, 2018 (the “Merger”), it is no longer a “shell” issuer. Additionally, the
Form 10 type information that would have been required if the Company was a “shell” issuer prior to the Merger was
filed in the form 8-K filed with the Commission on December 21, 2018. Further, the Company will instruct its counsel to either
(i) write a Rule 144 opinion to allow for salability of the Common Stock or (ii) accept such opinion from Holder’s
counsel.




 



    	11



    	 



    

 


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


 


bb.
Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or
indirectly, any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Common Stock, (ii)
sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Common Stock, or (iii) paid or agreed
to pay to any person any compensation for soliciting another to purchase any other securities of the Company.


 


cc.
Sarbanes-Oxley Act. The Company and each Subsidiary is in material compliance with all SEC reporting company OTC Market
OTCQB applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and all applicable rules
and regulations promulgated by the SEC thereunder that are effective as of the date hereof that are applicable to SEC reporting
OTC Markets OTCQB companies.


 


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


 


4.
COVENANTS.


 


a.
Best Efforts. The parties shall use their commercially reasonable best efforts to satisfy timely each of the conditions
described in Section 5 and 6 of this Agreement.


 


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


 




    	12



    	 



    

 


c.
Use of Proceeds. The Company shall use the proceeds from the sale of the Common Stock for working capital and other general
corporate purposes and shall not, directly or indirectly, use such proceeds for any loan to or investment in any other corporation,
partnership, enterprise or other person (except in connection with its currently existing direct or indirect Subsidiaries).


 


d.
Right of First Refusal. Unless it shall have first delivered to the Purchaser, at least seventy two (72) hours prior to
the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the
terms and conditions thereof, and providing the Purchasers an option during the seventy two (72) hour period following delivery
of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future
Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right
of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including
debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve
(12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any
respect after delivery of the notice to the Purchasers concerning the proposed Future Offering, the Company shall deliver a new
notice to the Purchasers describing the amended terms and conditions of the proposed Future Offering, and the Purchasers thereafter
shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase their pro rata
share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing
sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First
Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering
(excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors,
consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with
a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved
by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection
with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection
with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not
apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible
securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional
securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.


 




    	13



    	 



    

 


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


 


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


 


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


 



    	14



    	 



    

 


h.
No Integration. The Company shall not make any offers or sales of any security under circumstances that would require the
Common Stock to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval
provision applicable to the Company or its securities.


 


i.
Failure to Comply with the 1934 Act. The Company will make any and all filings necessary or advisable in order to comply
with the Exchange Act of 1934 (the “1934 Act”), including the timely filing of quarterly and annual reporting requirements
of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.


 


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


 


k.
Par Value. If the closing bid price at any time falls below $0.0001 for five (5) consecutive days, the Company shall cause the
par value of its common stock to be reduced to $0.00001 or less.


 


l.
Registration Statement. The Company shall file and caused to be declared effective a resale registration statement, including
any amendment or supplement thereto, on Form S-1 or similar form, to allow the resale by Investors of the Common Stock, and shall
maintain the effectiveness of such registration statement for a minimum period of twelve (12) months following the initial effective
date, pursuant to the terms set forth on in the Registration Rights Agreement (together with this Agreement, the “Transaction
Documents”) of even date between the parties, attached hereto as Exhibit A.


 


m.
Adjustment Due to Dilutive Issuance. If, at any time prior to the effective date of a resale registration statement registering
the Common Stock, the Company issues or sells any shares of common stock, or securities convertible or exercisable into shares
of common stock, for consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts
or allowances in connection therewith) less than ten cents ($0.10)(a “Dilutive Issuance”), then immediately upon the
Dilutive Issuance, the Purchase Price stated in Section 1(b) above will be reduced to such lesser amount of consideration per
share received by the Company in such Dilutive Issuance (“Dilutive Issuance Price”), and Company shall immediately
issue to each Purchaser, pro rata according to the amount of Common Stock such Purchaser purchased pursuant to this Agreement,
additional shares of Common Stock equal to the gross dollar amount paid by Purchaser for the Common Stock divided by the Dilutive
Issuance Price, less the initial amount of Common Stock purchased by Purchaser (“Dilutive Issuance Stock”). [Example:
Purchaser purchases $100,000 worth of shares of Common Stock at $0.10 per share, or 1,000,000 shares. Company conducts a Dilutive
Issuance equal to $0.06 per share. Company would immediately issue to Purchaser [($100,000 / $0.06) – 1,000,000 = 666,667]
shares of Dilutive Issuance Stock. Company agrees to register any Dilutive Issuance Stock together with the Common Stock in Company’s
resale S-1 registration statement.


 




    	15



    	 



    

 


n.
At any time commencing on the Closing Date and ending at such time that all of the Common Stock has been sold by the Purchasers,
if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public
Information Failure”), then, in addition to such Purchaser’s other available remedies, the Company shall pay to a
Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability
to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate principal amount of Notes and accrued interest
held by such Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling
less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time
that such public information is no longer required for the Purchasers to transfer the Underlying Shares pursuant to Rule 144.
The payments to which a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein as “Public Information
Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar
month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event
or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information
Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month
(prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages
for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in
equity including, without limitation, a decree of specific performance and/or injunctive relief.


 


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


 



    	16



    	 



    

 


5.
CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL.
The obligation of the Company hereunder to issue and sell the Common Stock to the Purchasers at the Closing is subject to
the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are
for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:


 


a.
Each Purchaser shall have executed this Agreement and delivered the same to the Company.


 


b.
Each Purchaser shall have delivered the Purchase Price in accordance with Section 1(b) above corresponding to the number of shares
of Common Stock purchased.


 


c.
The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made
and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific
date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing
Date.


 


d.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


6.
CONDITIONS PRECEDENT TO THE PURCHASERS’ OBLIGATION TO PURCHASE. The obligation of the Purchasers hereunder to purchase
the Common Stock at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions,
provided that these conditions are for the Purchasers’ sole benefit and may be waived by the Purchaser at any time in its
sole discretion:


 


a.
The Company shall have executed this Agreement and delivered the same to the Purchaser.


 




    	17



    	 



    

 


b.
The Board of Directors of the Company shall have approved by Written Consent (the “Consent”) the issuance of the Common
Stock and transactions contemplated by this Agreement and the Company shall have delivered such fully executed Consent to Purchasers.


 


c.
The Company shall have delivered to Purchasers the Common Stock, duly issued, in the amounts designated to each Purchaser as set
forth in the signature page.


 


d.
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made
and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific
date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
Purchasers shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as
of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Purchasers including,
but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’
resolutions relating to the transactions contemplated hereby.


 


e.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


f.
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company.


 


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


 




    	18



    	 



    

 


7.
GOVERNING LAW; MISCELLANEOUS.


 


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


 


b.
Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts
have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to
the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering
this Agreement.


 


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


 


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


 


e.
Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of
the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor the Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Purchaser.


 



    	19



    	 



    

 


f.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, email, or facsimile, addressed as set forth below or to such other address as
such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by email or facsimile, with accurate confirmation
generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:


 


If
to the Company, to:


 


Quanta,
Inc.


3606
W Magnolia Blvd


Burbank
CA, 91505


Email:


Attn:
Blake Gillette


 


If
to Purchaser, to:


 


[as
listed on the signature page]


 


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


 


g.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns. Neither the Company nor the Purchaser shall assign this Agreement or any rights or obligations hereunder without
the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Purchaser may assign its rights
hereunder to any person that purchases the Common Stock in a private transaction from the Purchaser or to any of its “affiliates,”
as that term is defined under the 1934 Act, without the consent of the Company.


 


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


 


i.
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement
shall survive the closing hereunder not withstanding any due diligence investigation conducted by or on behalf of the Purchaser.
The Company agrees to indemnify and hold harmless the Purchaser and all their officers, directors, employees and agents for loss
or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties
and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement
of expenses as they are incurred.


 



    	20



    	 



    

 


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


 


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


 


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


 


m.
Securities Laws Disclosure; Publicity. The Company shall by 9:30 a.m. (New York City time) on the second (2nd) Trading
Day immediately following the date hereof, issue a press release or Current Report on Form 8-K disclosing the material terms of
the transactions contemplated hereby. The Company represents to the Purchasers that, as of the issuance of such press release
or Form 8-K, it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers 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. The Company, and
the Purchaser shall have the right to review a reasonable period of time before issuance of any press releases, SEC, OTCQB or
FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however,
that the Company shall be entitled, without the prior approval of the Purchaser, to make any press release or SEC, OTCQB (or other
applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations
(although the Purchaser shall be consulted by the Company in connection with any such press release prior to its release and shall
be provided with a copy thereof and be given an opportunity to comment thereon).


 


[Rest
of this page left intentionally blank]




 



    	21



    	 



    

 


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


 


	quanta, inc.	 
	 	 	 
	By:		 
	Name:	Eric
    Rice	 
	Title:	Chief
    Executive Officer	 


 




    	22



    	 



    

 


[PURCHASER
SIGNATURE PAGE TO QUANTA, INC.


SECURITIES
PURCHASE AGREEMENT]


 


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


 


Name
of Purchaser:


 


Signature
of Authorized Signatory of Purchaser:


 


Name
of Authorized Signatory:


 


Title
of Authorized Signatory:


 


Email
Address of Authorized Signatory:


 


Facsimile
Number of Authorized Signatory:


 


Address
for Notice to Purchaser:


 


Address
for Delivery of Securities to Purchaser (if not same as address for notice):


 


______________________________________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________


 


 


Subscription
Amount: $


 


Common
Stock:


 








    	23