Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of December __, 2019, by and among Biotricity
Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including
any successors and assigns, the “Purchaser(s)”).


 


WHEREAS,
the Company has authorized a new series of preferred stock designated as Series A Convertible Preferred Stock (the “Series
A Preferred Stock”), the rights, preferences and other terms and provisions of which are set forth in the Certificate
of Designations of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Stock, in the form attached
hereto as Exhibit A (the “Certificate of Designations”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder, the Company desires to issue and
sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, the number of shares
of Series A Preferred Stock (the “Preferred Shares”) set forth on the signature page hereto at a purchase price of
$1,000 per Preferred Share, as more fully described in this Agreement.


 


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


 


ARTICLE
I.


DEFINITIONS


 


1.1.
Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise
defined herein have the meanings given to such terms in the Certificate of Designations in the form attached as Exhibit A] attached
hereto, and (b) the following terms have the meanings set forth in this Section 1.1:


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


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


 


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


 


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


 


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


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount, and (ii)
the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived.


 


“Commission”
means the United States Securities and Exchange Commission.


 




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“Common
Stock” shall means the common stock of the Company, $0.001 par value per share, and any other class of securities into
which such securities may hereafter be reclassified or cahged.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive Common Stock.


 


“Company”
means Biotricity Inc., a Nevada corporation.


 


“Company
Counsel” means Sichenzia Ross Ference LLP, with offices located at 1185 Avenue of the Americas, 37th Floor,
New York, NY 10036.


 


“Conversion
Shares” means the shares of Common Stock issuable upon conversion of the Preferred Shares.


 


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


 


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


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Intellectual
Property Rights” shall have the meantime ascribed to such term in Section 3.1(o).


 


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


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(m).


 


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


 


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


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.10.


 


“Required
Filings and Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 




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“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Securities”
means the Preferred Shares and Conversion Shares.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock).


 


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


 





“Subsidiary”
any direct or indirect corporation, limited or general partnership, limited liability company, trust, estate, association, joint
venture or other business entity of which (A) more than 30% of (i) the outstanding capital stock having (in the absence of contingencies)
ordinary voting power to elect a majority of the board of directors or other managing body of such entity, (ii) in the case of
a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company
or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate,
association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one
or more intermediaries, by such entity, or (B) is under the actual control of the Company.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American LLC, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange the OTCQB as maintained by the OTC Markets, Inc. or the OTC Pink as maintained by the OTC Markets.


 


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


 


“Transfer
Agent” means Action Stock Transfer Corporation and any successor transfer agent of the Company.


 




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ARTICLE
II. PURCHASE AND SALE


 


2.1
Closing.


 


(a)
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,
agree to purchase, a minimum of $250,000 (the “Minimum Offering”) and up to an aggregate of $12,000,000 of
Preferred Shares (the “Maximum Offering”). Each Purchaser shall deliver to the Company, via wire transfer,
immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed
by such Purchaser, and the Company shall deliver to each Purchaser its respective Preferred Shares, as determined pursuant to
Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing.
Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of
Company Counsel or such other location as the parties shall mutually agree.


 


(b)
The Securities will be offered for sale until the earlier of (i) the closing on the Maximum Offering or (ii) January 31, 2020
(the “Termination Date”). The Securities will be sold on a “commercially reasonable efforts, all or none”
basis with respect to the Minimum Offering and thereafter on a “commercially reasonable efforts” basis for up to the
Maximum Offering. The Company may terminate the Offering at any time even if Securities having an aggregate purchase price equal
to the Maximum Offering have not been sold.


 


(c)
The Company may hold an initial closing (“Initial Closing”) at any time after the receipt of accepted subscriptions
for the Minimum Offering. After the Initial Closing, subsequent closings with respect to additional Preferred Shares may take
place at any time prior to the Termination Date as determined by the Company, with respect to subscriptions accepted prior to
the Termination Date (each such closing, together with the Initial Closing, being referred to as a “Closing”).
The last Closing of the Offering, occurring on or prior to the Termination Date, shall be referred to as the “Final Closing”.
Any subscription documents or funds received after the Final Closing will be returned, without interest or deduction. In the event
that no Closing occurs prior to the Termination Date, all amounts paid by any Purchaser shall be returned to such Purchaser, without
interest or deduction.


 


2.2
Deliveries.


 


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


 


(i)
this Agreement duly executed by the Company;


 


(ii)
a certificate duly executed by the Company representing the number of shares of Preferred Shares being purchased by the Purchaser
at such Closing pursuant to this Agreement;


 






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


 


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


 


(ii)
payment of an amount equal to the aggregate dollar amount of the Preferred Shares being purchased by such Purchaser, at a per
Preferred Share purchase price of $1,000, by wire transfer directly to the Company.


 


2.3
Closing Conditions.


 


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


 


(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material
Adverse Effect, in all respects) when made and on the date of the Closing of the representations and warranties of each Purchaser
contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);


 


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


 


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


 


(b)
The obligation of the Purchasers hereunder to purchase the Preferred Shares is subject to the following conditions being met:


 


(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material
Adverse Effect, in all respects) when made and on the date of the applicable Closing of the representations and warranties of
the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)


 


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


 


(iii)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof and the Company shall not be
in breach of any Transaction Document;


 


(iv)
from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time from the date hereto to the Closing Date, trading in securities generally as reported
by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose
trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the
United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or
other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial
market which, in each case, makes it impracticable or inadvisable to purchase the Securities on the Closing Date;


 




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(v)
the Company shall have obtained all governmental, regulatory and third party consents and approvals, if any, necessary for the
entry into the Transaction Documents and the sale of the Securities; and


 


(vi)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement and the filing of the Certificate of Designations
with the Secretary of State of the State of Nevada.


 


ARTICLE
III. REPRESENTATIONS AND WARRANTIES


 


3.1
Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules and/or SEC Reports, which
Disclosure Schedules and SEC Reports shall be deemed a part hereof and shall qualify any representation or otherwise made herein
to the extent of the disclosure contained in the SEC Reports or the corresponding section of the Disclosure Schedules, the Company
hereby makes the following representations and warranties to each Purchaser as of the date hereof:


 


(a)
Subsidiaries. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each of its
Subsidiaries, free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are
validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.
If the Company has no Subsidiaries, all other references to the Subsidiaries in the Transaction Documents shall be disregarded.


 


(b)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite
power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the
Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business,
prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction
Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in
any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


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


 




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(d)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and each of the other Transaction
Documents and the consummation by it to which it is a party, the issuance and sale of the Securities and the consummation by it
of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s
or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii)
conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result
in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights
of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit
facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the
Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected,
or (iii) subject to the Required Filings and Approvals, conflict with or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary
is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or
a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably
be expected to result in a Material Adverse Effect.


 


(e)
Filings, Consents and Approvals. 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 filings required pursuant to Section 4.6, (ii) the notice and/or application(s) to each applicable Trading Market
for the issuance and sale of the Preferred Shares and (iii) the filing of a Form D with the Commission and such filings as are
required to be made under applicable state securities laws (collectively, the “Required Filings and Approvals”).


 


(f)
Issuance of the Securities. The issuance of the Preferred Shares and the Conversion Shares being issued pursuant to this
Agreement have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will
be fully paid and nonassessable, free and clear of all liens imposed by the Company other than restrictions on transfer provided
for in the Transaction Documents. The Conversion Shares, when issued in accordance with the terms of the Transaction Documents,
will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions
on transfer provided for in the Transaction Documents.


 




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(g)
Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g), which Schedule 3.1(g)
shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of
the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange
Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance
of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion
and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange
Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in
the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, there
are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to
subscribe for or acquire any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common
Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or
any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result
in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities.
There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions,
and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become
bound to redeem a security of the Company or such Subsidiary. The company does not have any stock appreciation rights or “phantom
stock” plans or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized,
validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none
of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.
No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale
of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s
capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s
stockholders.


 


(h)
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents,
required to be filed by the Company under Section 13 or 15(d) of the Exchange Act for the two years preceding the date hereof
(the foregoing materials, in addition to all schedules, forms, statements and other documents filed with the Commission for the
two years preceding the date hereof, including any amendments thereto, the exhibits thereto and documents incorporated by reference
therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid
extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their
respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange
Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act.
The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial
statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent
basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements
or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates
thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments.


 




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(i)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements
included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development
that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any
liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business
consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant
to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the
Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed
or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities
to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending
before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated
by this Agreement or as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred
or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses,
prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable
securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading
Day prior to the date that this representation is made.


 


(j)
Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge
of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by
any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability
of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably
be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof,
is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws
or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission
has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or
any Subsidiary under the Exchange Act or the Securities Act.


 





(k)
Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of
the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction
with the Company or any Subsidiary (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
entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or
partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii)
reimbursement for expenses incurred on behalf of the Company, and (iii) other employee benefits, including stock option agreements
under any stock option plan of the Company.


 


(l)
Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred
that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary
under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation
of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any
of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree,
or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance
or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating
to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters,
except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.


 




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(m)
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses, except where
the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation
or modification of any Material Permit.


 


(n)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned
by them and good and marketable title in all personal property owned by them that is material to the business of the Company and
the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such
property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries
and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance
with GAAP and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under
lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company
and the Subsidiaries are in compliance.


 


(o)
Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual
property rights and similar rights as necessary or required for use in connection with their respective businesses as described
in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise)
that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate
or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since
the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise
has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not
have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property
Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The
Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all
of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.


 


(p)
Sarbanes-Oxley; Internal Accounting Controls. Except as set forth in the SEC Reports, the Company and the Subsidiaries
are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date
hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the
date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient
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 GAAP
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. The Company and the Subsidiaries have established disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed
such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files
or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures
of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange
Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under
the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control
over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially
affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company or its Subsidiaries.


 




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(q)
Certain Fees. The Company may pay a brokerage fees or commissions to a any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.
The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons
for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction
Documents.


 


(r)
Private Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2,
no registration under the Securities Act is required for the offer and sale of the Preferred Shares by the Company to the Purchasers
as contemplated hereby.


 


(s)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act
of 1940, as amended.


 


(t)
Listing and Maintenance Requirements. Except as disclosed in the SEC Reports, the Company has not, in the 12 months preceding
the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect
that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is required
to make current filings under Section 13(a) of the Exchange Act. The Common Stock is currently eligible for electronic transfer
through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the
fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.


 


(u)
FDA. To the Company’s knowledge, it is not in violation of the Federal Food, Drug and Cosmetic Act, as amended, and
the rules and regulations thereunder, except where the violation thereof would not have a Material Adverse Effect. There is no
pending, completed or, to the Company’s knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative
or regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the
Company or any of its Subsidiaries has received any notice, warning letter or other communication from the U.S. Food and Drug
Administration (“FDA”) or any other governmental entity, which (i) contests the premarket clearance, licensure,
registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of,
or the labeling and promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall, suspension,
or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical
Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production
at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent
injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations
by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would have a Material Adverse Effect.
The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United States
of any product proposed to be developed, produced or marketed by the Company nor has the FDA expressed to the Company or any of
its Subsidiaries any concern as to approving or clearing for marketing any product being developed or proposed to be developed
by the Company. Notwithstanding the above, each Purchaser acknowledges that the Company has not obtained FDA approval of its product.


 




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(v)
Disclosure. Except with respect to (i) the material terms and conditions of the transactions contemplated by the Transaction
Documents and (ii) information given to the Purchasers, if any, which the Company hereby confirms will not constitute material
non-public information six months from the date hereof, the Company confirms that neither it nor any other Person acting on its
behalf has provided the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute
material, nonpublic information. The Company understands and confirms that the Purchasers will rely on the foregoing representation
in effecting transactions in securities of the Company. All disclosure furnished in writing by or on behalf of the Company to
the Purchasers regarding the Company, its business and the transactions contemplated hereby, is true and correct and does not
contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company
during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made and when made, not misleading.


 


(w)
No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section
3.2, neither the Company, nor, to the Company’s knowledge, any of its Affiliates, nor any Person acting on its or their
behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under
circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes
of the Securities Act which would require the registration of any such securities under the Securities Act.


 


(x)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and
local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which
it is subject, (ii) 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, and (iii) has set aside on its books provision reasonably adequate for the
payment of all material 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 or of any Subsidiary know of no basis for any such claim.


 


(y)
No General Solicitation. Neither the Company nor, to the Company’s knowledge, any person acting on behalf of the
Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has
offered the Securities for sale only to the Purchaser and certain other “accredited investors” within the meaning
of Rule 501 under the Securities Act.


 




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(z)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, to the knowledge of the Company or any Subsidiary, any
agent or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person
acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any
provision of FCPA.


 


(aa)
No Disagreements with Accountants and Lawyers; Outstanding SEC Comments. There are no disagreements of any kind presently
existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently
employed by the Company and the Company is or immediately after the Closing Date will be current with respect to any fees owed
to its accountants which could affect the Company’s ability to perform any of its obligations under any of the Transaction
Documents. There are no unresolved comments or inquiries received by the Company or its Affiliates from the Commission which remain
unresolved as of the date hereof.


 


(bb)
Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the
Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the
transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby
and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction
Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities.
The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other
Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company
and its representatives.


 


(cc)
Disqualification. No executive officer, member of the Board of Directors of the Company or shareholder of the Company beneficially
owning more than 10% of the Company’s securities is currently subject to a Disqualifying Event. For purposes of this Agreement,
“Disqualifying Event” means any conviction, order, judgment, decree, suspension, expulsion, event or other matter
set out in Rule 506(d)(1)(i) through (viii) of Regulation D that is currently in effect or which occurred within the periods set
out in Rule 506(d)(1)(i) through (viii).


 


(dd)
Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the
receipt by the Company of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s
assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small
capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account
the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements
and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would
receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient
to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend
to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable
on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will
file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the
Closing Date.


 




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(ee)
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary
notwithstanding, it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company
to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or
“derivative” securities based on securities issued by the Company or to hold the Securities for any specified term,
(ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales
or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively
impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative”
transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position
in the Common Stock and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length
counter-party in any “derivative” transaction.


 


(ff)
Regulation M Compliance. 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 in the stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation
for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting
another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid
to the Company’s placement agent, if any, in connection with the placement of the Securities.


 


(gg)
Reserved.


 


(hh)
Reserved.


 


(ii)
Reserved.


 


(jj)
Reserved.


 


(kk)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(ll)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of
the Company or any Subsidiary, threatened.


 






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3.2
Representations and Warranties of each Purchaser. Each Purchaser, for itself and for no other Purchaser, hereby represents
and warrants as of the date hereof to the Company as follows:








 


(a)
Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the
laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company
or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and
otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance
by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,
partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document
to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms
hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with
its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


(b)
Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the
Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not
with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any
applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities
Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons
to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities
law (this representation and warranty not limiting such Purchaser’s right to sell the Securities in compliance with applicable
federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.


 


(c)
At the time the Purchaser was offered the Preferred Shares, it was, and as of the date hereof it is, and on each date on which
converts the Preferred Shares it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2),
(a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a)
under the Securities Act and has truthfully and accurately completed the Investor Questionnaire attached as Exhibit B to
this Agreement and will submit to the Company such further assurances of such status as may be reasonably requested by the Company.


 


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


 


(e)
Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Securities as a result of any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over
television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general
advertisement.


 





(f)
Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules
thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and
to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and
(iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision with respect to the investment. Purchaser acknowledges that
the Company may conduct subsequent financings on different and potentially better terms than offered to the purchaser. The Purchaser
acknowledges that certain Purchasers may pay for their part of the amount of the Preferred Shares that they are purchasing by
surrendering outstanding notes or other securities of the Company owned by them in amounts agreed to between such Purchaser and
the Company.


 




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(g)
The Purchaser and the Purchaser’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively,
“Advisors”), have received and have carefully reviewed this Agreement, and each of the Agreements and all other
documents requested by the Purchaser or its Advisors, if any, and understand the information contained therein, prior to the execution
of this Agreement.


 


(h)
In evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representation or other information
(oral or written) other than as stated in this Agreement.


 


(i)
The Purchaser is not relying on the Company or any of its employees or agents with respect to the legal, tax, economic and related
considerations of an investment in any of the Securities and the Purchaser has relied on the advice of, or has consulted with,
only its own Advisors.


 


(j)
The Purchaser understands and agrees that purchase of the Securities involves a high degree of risk, and the Purchaser is able
to afford an investment in a speculative venture having the risks and objectives of the Company. The Purchaser must bear the substantial
economic risks of the investment in the Securities indefinitely because none of the Securities may be sold, hypothecated or otherwise
disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from
such registration is available. Legends will be placed on the certificates representing Securities (including the Conversion Shares)
to the effect that such securities have not been registered under the Securities Act or applicable state securities laws and appropriate
notations thereof will be made in the Company’s books.


 


(k)
The Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies
and has no need for liquidity from its investment in the Securities for an indefinite period of time.


 


(l)
No oral or written representations have been made, or oral or written information furnished, to the Purchaser or its Advisors,
if any, in connection with the offering of the Securities which are in any way inconsistent with the information contained in
this Agreement.


 





(m)
Within five (5) days after receipt of a request from the Company, the Purchaser will provide such information and deliver such
documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject.


 


(n)
In making an investment decision, investors must rely on their own examination of Company and the terms of the Offering, including
the merits and risks involved. Investors should be aware that they will be required to bear the financial risks of this investment
for an indefinite period of time.


 


(o)
(For ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary
has been informed of and understands the Company’s investment objectives, policies and strategies, and that the decision
to invest “plan assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA
that require diversification of plan assets and impose other fiduciary responsibilities. The Purchaser or Plan fiduciary (a) is
responsible for the decision to invest in the Company; (b) is independent of the Company and any of its affiliates; (c) is qualified
to make such investment decision; and (d) in making such decision, the Purchaser or Plan fiduciary has not relied on any advice
or recommendation of the Company or any of its affiliates.


 




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(p)
The Purchaser represents that (i) the Purchaser was contacted regarding the sale of the Securities by the Company or a placement
agent of the Company (or another person whom the Purchaser believed to be an authorized agent or representative thereof) with
whom the Purchaser had a prior substantial pre-existing relationship and (ii) it did not learn of the offering of the Securities
by means of any form of general solicitation or general advertising, and in connection therewith, the Purchaser did not (A) receive
or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast
over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor
conference whose attendees were invited by any general solicitation or general advertising.


 


(q)
The Purchaser acknowledges that if he or she is a Registered Representative of a Financial Industry Regulatory Authority (“FINRA”)
member firm, he or she must give such firm the notice required by the FINRA’s Rules of Fair Practice, receipt of which must
be acknowledged by such firm prior to an investment in the Securities.


 


(r)
The Purchaser agrees not to issue any public statement with respect to the Transaction Documents, Purchaser’s investment
or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s
prior written consent, except such disclosures as may be required under applicable law.


 


(s)
The Purchaser understands, acknowledges and agrees with the Company that this subscription may be rejected, in whole or in part,
by the Company, in the sole and absolute discretion of the Company, at any time before any Closing notwithstanding prior receipt
by the Purchaser of notice of acceptance of the Purchaser’s subscription.


 


(t)
The Purchaser acknowledges that the information contained in the Transaction Documents or otherwise made available to the Purchaser
is confidential and non-public and agrees that all such information shall be kept in confidence by the Purchaser and neither used
by the Purchaser for the Purchaser’s personal benefit (other than in connection with this subscription) nor disclosed to
any third party for any reason, notwithstanding that a Purchaser’s subscription may not be accepted by the Company; provided,
however, that (a) the Purchaser may disclose such information to its affiliates and advisors who may have a need for such information
in connection with providing advice to the Purchaser with respect to its investment in the Company so long as such affiliates
and advisors have an obligation of confidentiality, and (b) this obligation shall not apply to any such information that (i) is
part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes part of the public knowledge
or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from
third parties without an obligation of confidentiality (except third parties who disclose such information in violation of any
confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered
into with the Company).


 


The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such
Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations
and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection
with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance
of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating
or borrowing shares in order to effect Short Sales or similar transactions in the future.


 




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ARTICLE
IV.


OTHER
AGREEMENTS OF THE PARTIES


 


4.1
Transfer Restrictions.


 


(a)
The Purchasers acknowledge they understand that they may only dispose of the Securities in compliance with state and federal securities
laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to
the Company or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to
provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require
registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree
in writing to be bound by the terms of this Agreement, including the representations and warranties made by each Purchaser herein,
and shall have the rights of a Purchaser under this Agreement.


 


(b)
The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the
following form:


 


THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED
BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


The
Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a
registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such
Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be
subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required
in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the
Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request
in connection with a pledge or transfer of the Securities.


 


(d)
Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any
Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery
requirements, or an exemption therefrom, and that if Securities are sold pursuant to an effective registration statement, they
will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive
legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance
upon this understanding.


 




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4.2
Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the
outstanding shares of Common Stock, which dilution may be substantial under certain market conditions.


 


4.3
Furnishing of Information. The Company represents and warrants to the Purchaser that the Company files reports with the
Commission pursuant to Section 13(a) of the Exchange Act.


 


4.4
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any
security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to
the Purchaser in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchaser.


 


4.5
Securities Laws Disclosure; Publicity. The Company shall) file a Current Report on Form 8-K, including the Transaction
Documents as exhibits thereto, with the Commission within the time required by the Exchange Act.


 


4.6
Reserved.


 


4.7
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the
Transaction Documents, which shall be disclosed pursuant to Section 4.5, the Company covenants and agrees that neither it, nor
any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes,
or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have
consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands
and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.
To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent,
the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of
its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any
of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis
of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that
any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding
the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report
on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting
transactions in securities of the Company.


 


4.8
Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for general working capital
purposes.


 


4.9
Reserved.


 


4.10
Reserved.


 




    	19



    	 



    

 


4.11
Reservation of Securities.


 


(a)
The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction
Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents.


 


4.12
Form D; Blue Sky Filings. The Company shall timely file a Form D with respect to the Securities, if it determines, in consultation
with its legal counsel, that such a filing is required under Regulation D and shall provide a copy thereof promptly upon request
of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain
an exemption for, or to qualify the Securities for, sale to each applicable Purchaser at each Closing under applicable securities
or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request
of the Purchaser.


 


4.13
Promotional Stock Activities. Neither the Company, nor any of its officers, directors, affiliates or agents, have engaged
in any stock promotional activity that could give rise to a complaint or inquiry by the Commission alleging (i) a violation of
the anti-fraud provisions of the U.S. federal securities laws, (ii) violations of the anti-touting provisions of the U.S. federal
securities laws, (iii) improper “gun-jumping” under applicable law, or (iv) improper promotion of the Company or its
securities without adequate disclosure of compensation information.


 


4.14
Transfer Agent. The Company covenants and agrees that it will at all times while the Preferred Shares remain outstanding
maintain a duly qualified independent transfer agent.


 


4.15
No Short Selling. Each Purchaser shall not, either directly or indirectly through related parties, affiliates or otherwise,
(i) sell “short” or “short against the box” (as those terms are generally understood) any equity security
of the Company or (ii) otherwise engage in any transaction that involves hedging of the Purchaser’s position in any equity
security of the Company, until the Purchaser no longer owns any Securities.


 


4.16
Reserved.


 


4.17
Reserved.


 


4.18
Reserved.


 


ARTICLE
V.


MISCELLANEOUS


 


5.1
Termination. This Agreement may be terminated by the Purchasers, as to the Purchasers’ obligations hereunder only
and without any effect whatsoever on the obligations between the Company and the Purchaser, by written notice to the other parties,
if the Closing has not been consummated on or before the Termination Date. The Company’s and the Purchasers’ representations
and warranties shall survive the termination of this Agreement.


 


5.2
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the
fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer
Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the
Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the
delivery of any Securities to the Purchasers.


 






    	20



    	 



    

 


5.3
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4
Reserved.


 





5.5
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages
attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as
set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time)
on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for
such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided
pursuant to any Transaction Document constitutes, or contains material, non-public information regarding the Company or any of
the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.


 


5.6
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written
instrument signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the
Preferred Shares based on the initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement
of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely
impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers)
shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise
of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations
of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent
of such adversely affected Purchaser, Any amendment effected in accordance with this Section 5.6 shall be binding upon each Purchaser
and holder of Securities and the Company.








 


5.7
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof.


 


5.8
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Purchaser (other than by merger). The Purchaser may assign any or all of its rights under this Agreement to any
Person to whom the Purchaser assigns or transfers any Securities, provided that such transfer complies with all applicable federal
and state securities laws and that such transferee agrees in writing with the Company to be bound, with respect to the transferred
Securities, by the provisions of the Transaction Documents that apply to the Purchaser.


 






    	21



    	 



    

 


5.9
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
otherwise set forth in Section 4.10 and this Section 5.8.


 


5.10
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard
to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including
with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action
or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence
an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company
under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action
or Proceeding.


 


5.11
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


 


5.12
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid
and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as
if such facsimile or “.pdf” signature page were an original thereof.








 


5.13
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


 






    	22



    	 



    

 


5.14
Reserved.


 


5.15
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances
shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement
Securities.


 


5.16
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of
damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The
parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations
contained in the Transaction Documents and hereby agrees to waive and not to assert in any action for specific performance of
any such obligation the defense that a remedy at law would be adequate.


 


5.17
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction
Document or such Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other
person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of
action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


5.18
Reserved.


 


5.19
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.





 


5.20
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity
to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be
subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the date of this Agreement.


 


5.21
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


5.22
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 be deemed
to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated
by the Transaction Documents. 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 be 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. The Company has elected to provide
all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required
or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement
and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the company and the Purchasers
collectively and not between and among the Purchasers.


 


(Signature
Pages Follow)


 




    	23



    	 



    

 


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


 


	 	BIOTRICITY
    INC.
	 	 	 
	 	By:	 
	 	 	 
	 	 	Chief
    Executive Officer


 


	 	Address
    for Notice:
	 	 


 


	 	With
    a copy to (which shall not constitute notice):
	 	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




    	24



    	 



    

 


[PURCHASER
SIGNATURE PAGE TO 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: $ ____________________


 


Number
of Preferred Shares: ________________________


 


EIN
Number: _____________________________


 


[SIGNATURE
PAGES CONTINUE]


 




    	25



    	 



    

 


Certificate
of nation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Convertible Preferred Stock


 




    	26



    	 



    

 


EXHIBIT
B


 


FORM
OF INVESTOR QUESTIONNAIRE


 


BIOTRICITY
INC.


 


For
Individual Investors Only


 


(All
individual investors must INITIAL where appropriate. Where there are joint investors both parties must INITIAL):


 


	Initial
    ________	I
    certify that I have a “net worth” of at least $1 million either individually or through aggregating my individual
    holdings and those in which I have a joint, community property or other similar shared ownership interest with my spouse.
    For purposes of calculating net worth under this paragraph, (i) the primary residence shall not be included as an asset, (ii)
    to the extent that the indebtedness that is secured by the primary residence is in excess of the fair market value of the
    primary residence, the excess amount shall be included as a liability, and (iii) if the amount of outstanding indebtedness
    that is secured by the primary residence exceeds the amount outstanding 60 days prior to the execution of this Subscription
    Agreement, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included
    as a liability.
	 	 
	Initial
    ________	I
    certify that I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse)
    and expect my income (or joint income, as appropriate) to reach the same level in the current year.


 


For
Non-Individual Investors


 


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


 


	Initial
    ________	The
    undersigned certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned
    by persons who meet either of the criteria for Individual Investors, above.
	 	 
	Initial
    ________	The
    undersigned certifies that it is a partnership, corporation, limited liability company or business trust that has total assets
    of at least $5 million and was not formed for the purpose of investing in Company.
	 	 
	Initial
    ________	The
    undersigned certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined
    in ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment adviser.
	 	 
	Initial
    ________	The
                                         undersigned certifies that it is an employee benefit plan whose total assets exceed

        $5,000,000
        as of the date of the Agreement.

	 	 
	Initial
    ________	The
    undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons
    who meet either of the criteria for Individual Investors, above.


 




    	27



    	 



    

 


	Initial
    ________	The
    undersigned certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in
    its individual or fiduciary capacity.
	 	 
	Initial
    ________	The
    undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934, as
    amended.
	 	 
	Initial
    ________	The
    undersigned certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets
    exceeding $5,000,000 and not formed for the specific purpose of investing in Company.
	 	 
	Initial
    ________	The
    undersigned certifies that it is a trust with total assets of at least $5,000,000, not formed for the specific purpose of
    investing in Company, and whose purchase is directed by a person with such knowledge and experience in financial and business
    matters that he is capable of evaluating the merits and risks of the prospective investment.
	 	 
	Initial
    ________	The
    undersigned certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency
    or instrumentality thereof, for the benefit of its employees, and which has total assets in excess of $5,000,000.
	 	 
	Initial
    ________	The
    undersigned certifies that it is an insurance company as defined in §2(a)(13) of the Securities Act of 1933, as amended,
    or a registered investment company.


 


For
wiring funds directly to the Company, use the following instructions:


 


	 	Bank
    Name:	 
	 	 	 
	 	Acct.
    Name:	 
	 	ABA
    Number:	 
	 	Acct.
    Number:	 
	 	FBO:	[Investor
    Name]
	 	 	[Social
Security Number/FEIN]


	 	 	[Address]


 




    	28



    	 



    

 


This
Company Disclosure Schedule has been prepared and delivered in accordance with that certain Agreement and Securities Purchase
Agreement, dated as of December __, 2019 (the “Agreement”), by and among Biotricity Inc. and the purchasers thereto.
Unless the context otherwise requires, terms that are not defined in this Company Disclosure Schedule shall have the meanings
set forth in the Agreement.


 


The
Company Disclosure Schedule is qualified in its entirety by reference to specific provisions of the Agreement. Inclusion of the
information herein shall not be construed as an admission that such information is material to the business, financial condition
or results of operations of the Company except to the extent that the Agreement requires that such information for a particular
Section is material.


 


Matters
reflected in these schedules are not necessarily limited to matters required by the Agreement to be reflected herein. Such additional
matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature.


 


Headings
have been inserted for each schedule for convenience of reference only and shall to no extent have the effect of amending or changing
the express description of such schedules as set forth in the Purchase Agreement. A disclosure made in one schedule need not be
made in another schedule if such disclosure on its face would reasonably put the party to whom such disclosure is made on notice
of the applicability of such disclosure to other schedules, and would not make the disclosure in the other schedule materially
misleading, and would not result in the omission of any material fact necessary in light of the circumstances to make the disclosure
in such other schedule or schedules (or the absence of any such disclosure) not misleading. The disclosure of an item by a party
in one schedule shall not result in any duty on the part of the party to whom such disclosures is made to inquire as to the application
of such matter to any other section of the Company Disclosure Schedule.


 


Schedule
3.1(g) Capitalization


 




    	29



    	 



    

 


Schedule
3.1(i) Material changes, Undisclosed Events, Liabilities or Developments


 



    	30