Exhibit 10.5


 


QPAGOS CORPORATION


SECURITIES PURCHASE AGREEMENT


 


THIS SECURITIES
PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May __, 2015, by and between QPAGOS
Corporation, a Delaware corporation (the “Company”), and the investors set forth on the signature pages affixed
hereto (each, an “Investor” and, collectively, the “Investors”).


 


WHEREAS, subject
to the terms and conditions set forth in this Agreement and pursuant to exemptions from registration under the Securities Act (as
defined below), the Company desires to issue and sell to each Investor, and each Investor, severally and not jointly, desires to
purchase from the Company, a minimum of 400,000 Units (the “Units”) (aggregate gross proceeds of $500,000) up
to a maximum of an aggregate of 4,000,000 Units (aggregate gross proceeds of $5,000,000), each Unit being offered at a price of
$1.25 per Unit and each Unit consisting of one share of the Company’s common stock, par value $.001 (the “Common
Stock”) and a five year warrant (the “Warrant”) to purchase one share of the Company’s Common
Stock at an exercise price of $1.25 per share (the Shares and the Warrants comprising the Units being hereinafter collectively
referred to as the “Securities”), upon the terms and conditions set forth in this Agreement; and


 


WHEREAS, in
connection with the Investors’ purchase of the Units, the Investors will be subject to certain restrictions on the transfer
of the Securities, all as more fully set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the mutual terms, conditions and other agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby
agree to the sale and purchase of the Units as set forth herein.


 


1.          Definitions.


 


For purposes of this
Agreement, the terms set forth below shall have the corresponding meanings provided below.


 


“Affiliate”
shall mean, with respect to any specified Person (as defined below), (i) if such Person is an individual, the spouse, heirs, executors,
or legal representatives of such individual, or any trusts for the benefit of such individual or such individual’s spouse
and/or lineal descendants, or (ii) otherwise, another Person that directly, or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the Person specified. As used in this definition, “control” shall
mean the possession, directly or indirectly, of the sole and unilateral power to cause the direction of the management and policies
of a Person, whether through the ownership of voting securities or by contract or other written instrument.


 


“Business
Day” shall mean any day on which banks located in New York City are not required or authorized by law to remain closed.


 


“Claims”
as defined in Section 5.1 hereof.


 


“Closing”
and “Closing Date” as defined in Section 2.2 (c) hereof.


 


“Common Stock”
as defined in the recitals above.


 


“Company Financial
Statements” as defined in Section 4.5(a) hereof.


 




     


     


    

 


“Company’s
Knowledge” shall mean the actual knowledge of the Chief Executive Officer (as defined in Rule 405 under the Securities
Act).


 


“Company’s
Permits” as defined in Section 4.6 hereof.


 


“Escrow Account,”
“Escrow Agent” and “Escrow Agreement”) shall mean the escrow account established by the Company
with Signature Bank, New York, New York serving as escrow agent, which escrow (as more particularly described in Section 2.3 hereof)
shall be conducted pursuant to the terms of an escrow agreement entered into by the Company, the escrow agent and the Placement
Agent.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


“First Closing”
and “First Closing Date” as defined in Section 2.2(a) hereof.


 


“Indemnified
Person” as defined in Section 5.2 hereof.


 


“Intellectual
Property Rights” as defined in Section 4.14 hereof.


 


“Investor
Questionnaire” shall mean the questionnaire required to be completed by all Investors.


 


“Liens”
shall mean any mortgage, lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction
on use or transfer or other defect of title of any kind.


 


“Material
Adverse Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial
or otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole; (ii) the transactions contemplated
hereby or in any of the Transaction Documents; or (iii) the ability of the Company to perform its obligations under the Transaction
Documents (as defined below).


 


“Person”
shall mean an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership,
joint-stock company, trust or unincorporated organization.


 


“Placement
Agent” shall mean Paulson Investment Company, LLC, an Oregon limited liability company.


 


“Purchase
Price” shall mean up to $5,000,000.


 


“Purchaser
Party” as defined in Section 5.1 hereof.


 


“Registrable
Securities” shall mean: (i) the shares of common stock underlying the Units; (ii) any shares of Common Stock issued as
a dividend on the Common Stock; (iii) the Warrant Shares; and (iv) the shares of Common Stock issuable upon exercise of the warrants
issuable to the Placement Agent in partial payment of its services rendered in offering of the Units and theWarrant Shares issuable
upon exercise of the Warrants included in the Units; provided, that a security shall cease to be a Registrable Security
upon (A) sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (B) such security becoming eligible
for sale by the holder thereof without any restriction pursuant to Rule 144 (including, without limitation, volume restrictions)
and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).


 


“Registration
Rights Agreement” shall mean the agreement to be entered into between the Company and the Investors for filing by the
Company of a registration statement under the Securities Act that covers the resale of any of the Registrable Securities.


 




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“Regulation
D” as defined in Section 3.7 hereof.


 


“Regulation
S” as defined in Section 6.1(e) hereof.


 


“Rule 144”
as defined in Section 6.1(c) hereof.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Subsequent
Closing” and “Subsequent Closing Date” as defined in Section 2.2(b) hereof.


 


“Subsidiaries”
shall mean any corporation or other entity or organization, whether incorporated or unincorporated, in which the Company owns,
directly or indirectly, any equity or other ownership interest or otherwise controls through contract or otherwise.


 


“Transaction
Documents” shall mean this Agreement, the Escrow Agreement and the Registration Rights Agreement.


 


“Units”
as defined in the recitals above.


 


“Warrant”
as defined in the recitals above.


 


“Warrant Shares”
shall mean any shares of Common Stock underlying the Warrants.


 


2.          Sale
and Purchase of Units.


 


2.1.          Subscription
for Units by Investors. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined)
each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, in exchange
for the portion of the Purchase Price to be paid by each of them, the Units, in the respective amounts set forth on the signature
pages attached hereto.


 


2.2           Closings.


 


(a)          First
Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each Investor
participating in the First Closing (as defined below), and each such Investor shall, severally and not jointly, purchase from the
Company on the First Closing Date, such number of Units set forth on the signature pages attached hereto(the “First Closing”);
provided, however, that the First Closing shall not occur until subscriptions for gross proceeds of at least $500,000
have been received from Investors by the Company, and such subscription funds shall have been received by the Escrow Agent and
are available for distribution pursuant to joint escrow instructions signed by the Company and the Placement Agent. The date of
the First Closing is hereinafter referred to as the “First Closing Date.” If the minimum amount of $500,000
is raised by July 31, 2015, then the offering will remain open until the earlier of the receipt and acceptance of subscriptions
for $5,000,000 in gross proceeds orSeptember 30, 2015, unless extended an additional 30 days at the election of the Company and
the Placement Agent. If the minimum amount of $500,000 is not raised by July 31, 2015, then the offering will terminate on July
31, 2015, and all funds received in escrow will be returned to the Investors without interest thereon.


 


(b)         Subsequent
Closing(s). The Company agrees to issue and sell to each Investor listed on the Subsequent Closing Schedule of Investors, and
each Investor agrees, severally and not jointly, to purchase from the Company on such Subsequent Closing Date such number of Units
set forth on the signature pages attached hereto (a “Subsequent Closing”). There may be more than one Subsequent
Closing; provided, however, that the last Subsequent Closing shall be held no later than September 30, 2015 (subject
to the right of the Company and the Placement Agent to extend the offering for an additional 30 days without notice to or consent
of the Investors). The date of any Subsequent Closing is hereinafter referred to as a “Subsequent Closing Date.”
Notwithstanding the foregoing, the maximum number of Units to be sold at the First Closing and all Subsequent Closings shall not
exceed 4,000,000 in the aggregate.


 




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(c)          Closing.
The First Closing and any applicable Subsequent Closings are each referred to in this Agreement as a “Closing.”
The First Closing Date and any Subsequent Closing Dates are sometimes referred to herein as a “Closing Date.”
All Closings shall occur at the offices of Gracin & Marlow, LLP, counsel to the Company, at The Chrysler Building, 405 Lexington
Avenue, 26th Floor, New York, New York 10174, or remotely via the exchange of documents and signatures.


 


2.3.         Closing Deliveries.
At each Closing, the Company shall deliver to the Investors, against delivery by the Investor of the Purchase Price (as provided
below): (i) duly issued certificates representing the Common Stock and Warrants comprising the purchased Units, unless, at the
Placement Agent’s request, the physical delivery of the Common Stock and Warrants so purchased is deferred until the final
Closing; (ii) this Agreement duly executed by the Company; and (iii) the Registration Rights Agreement duly executed by the Company.
At each Closing, each Investor shall deliver or cause to be delivered to the Company: (w) this Agreement duly executed by the
Investor; (x) the Registration Rights Agreement duly executed by the Investor; (y) a fully completed and duly executed Investor
Questionnaire; and (z) the Purchase Price set forth in its counterpart signature page annexed hereto by paying United States dollars
via bank, certified or personal check which has cleared prior to the applicable Closing Date or in immediately available funds,
by wire transfer to the following escrow account:





 


3.          Representations,
Warranties and Acknowledgments of the Investors.


 


Each Investor, severally
and not jointly, represents and warrants to the Company as to such Investor that:


 


3.1           Authorization.
The execution, delivery and performance by the Investor of the Transaction Documents and the Investor Questionnaire to which such
Investor is a party or has executed have been duly authorized and will each constitute the valid and legally binding obligation
of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’
rights generally. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement
and the consummation by the Investor of the transactions contemplated hereby and thereby will not: (i) result in a violation of
the organizational documents of the Investor, if the Investor is an entity; (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which such Investor is a party; or (iii) result in a
violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such
Investor, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not,
individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investor to perform
its obligations hereunder.


 




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3.2           Purchase
Entirely for Own Account. The Investor understands that the Securities are “restricted securities” and have not
been registered under the Securities Act or any applicable state securities law. The Securities to be received by each Investor
hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a view to the resale or
distribution of any part thereof in violation of the Securities Act, and such Investor has no present intention of selling, granting
any participation in, or otherwise distributing the same in violation of the Securities Act, without prejudice, however, to such
Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable
federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Investor
to hold the Securities for any period of time. Such Investor is not a broker-dealer registered with the Securities and Exchange
Commission under the Exchange Act or an entity engaged in a business that would require it to be so registered. Such Investor is
acquiring the Securities hereunder in the ordinary course of its business. The Investor understands that he, she or it may not
be able to sell any of the Securities without prior registration of the Common Stock that is issued as part of the Unit or the
shares of common stock underlying the Warrants under the Securities Act or the existence of an exemption from such registration
requirement.


 


3.3.          Investment
Experience. The Investor acknowledges that the purchase of the Units is a highly speculative investment and that he, she or
it can bear the economic risk and complete loss of his, hers or its investment in the Units and has such knowledge and experience
in financial or business matters such that he, she or it is capable of evaluating the merits and risks of the investment therein
as contemplated hereby.


 


3.4          Disclosure
of Information. The Investor has had an opportunity to receive all information related to the Company and the Securities requested
by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions
of the offering of the Units. Neither such inquiries nor any other due diligence investigation conducted by such Investor shall
modify, amend or affect such Investor’s right to rely on the Company’s representations and warranties contained in
this Agreement. The Investor acknowledges that it has reviewed the Company’s Private Placement Memorandum in evaluating the
investment in the Units. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed the risk
factors in the Private Placement Memorandum.


 


3.5           Dilution.
The Investor acknowledges that there may be future substantial dilution to holders of the Company’s Common Stock when additional
equity or convertible debt securities are sold.


 


3.6           Restricted
Securities. The Investor understands that the Units, and the components thereof, are characterized as “restricted securities”
under the U.S. federal securities laws since they are being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act
only in certain limited circumstances.


 


3.7           Legends.
It is understood that, except as provided below, certificates evidencing the Securities may bear the following or any similar legend:


 


(a)         “The securities
represented hereby may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act
of 1933, as amended; (ii) such securities may be sold pursuant to an available exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act; or (iii) the Company has received an opinion of counsel reasonably satisfactory
to it that such transfer may lawfully be made without registration under the Securities Act of 1933 or qualification under applicable
state securities laws.”


 




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(b)          If
required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such
state authority.


 


3.8           Investor
Status. The Investor acknowledges that the Securities are being offered only to investors who are “Accredited Investors”
as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act (“Regulation D”). The Investor
hereby confirms that it is an Accredited Investor and is not a “bad actor” as defined in Rule 506(d) of Regulation
D. Further, the Investor has completed and returned the Investor Questionnaire accompanying this Agreement providing evidence of
such qualification. The Investor is not a registered broker dealer registered under Section 15(a) of the Exchange Act, or a member
of the Financial Industry Regulatory Authority Inc. (“FINRA”), or an entity engaged in the business of being
a broker-dealer.


 


3.9           No
General Solicitation. The Investor did not learn of the investment in the Securities as a result of any public advertising
or general solicitation.


 


3.10         Brokers
and Finders. No Investor will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company, any Subsidiary or any other Investor, for any commission, fee or other compensation
pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.


 


3.11         Residency.
The Investor’s residence (if an individual) or office in which its investment decision with respect to the Units was made
(if an entity) are located at the address immediately below such Investor’s name on its signature page hereto.


 


3.12         Disclosure;
Material Non-public Information.


 


(a)          The
Investor, by executing this Securities Purchase Agreement, acknowledges that the undersigned has read the following investor notice:


 


NO OFFERING LITERATURE OR ADVERTISING,
IN WHATEVER FORM, MAY BE RELIED ON BY INVESTORS IN EVALUATING THE OFFERING OF THESE SECURITIES OTHER THAN THE PRIVATE PLACEMENT
MEMORANDUM DATED MAY 1, 2015 SUPPLIED BY THE COMPANY AND THE COMPANY’S REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN. NO
INFORMATION PROVIDED TO PROSPECTIVE INVESTORS IN ANY OTHER FORMAT OR THROUGH ANY OTHER FORUM, INCLUDING, WITHOUT LIMITATION, ANY
WEBINAR, POWERPOINT PRESENTATION, EXECUTIVE SUMMARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, PROJECTIONS, SHALL BE CONSIDERED
PART OF THE TRANSACTION DOCUMENTS AND IS NOT TO BE RELIED UPON IN CONNECTION WITH ANY INVESTMENT DECISION. NO PERSON HAS BEEN AUTHORIZED
TO MAKE REPRESENTATIONS, OR GIVE ANY INFORMATION, WITH RESPECT TO THESE SECURITIES, EXCEPT THE INFORMATION CONTAINED IN THE TRANSACTION
DOCUMENTS, AND ANY INFORMATION OTHER THAN THAT CONTAINED THEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OF ITS REPRESENTATIVES OR AFFILIATES.


 


(b)          The
Investor, by executing a copy of this Agreement, also acknowledges the following:


 


THE UNDERSIGNED AGREES WITH THE COMPANY
TO NOT, DIRECTLY OR INDIRECTLY THROUGH AFFILIATES OR OTHERWISE, PURCHASE OR SELL ANY SHARES OF THE COMPANY’S COMMON STOCK
OR SECURITIES CONVERTIBLE INTO COMMON STOCK AT ANY TIME THAT THE UNDERSIGNED POSSESSES MATERIAL NON-PUBLIC INFORMATION CONCERNING
THE COMPANY.


 




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(c)         No aspect of
this offering has been reviewed by the United States Securities and Exchange Commission or the securities regulatory authorities
of any state and that none of the offering materials nor any other written materials furnished by the Company and used in connection
with this offering has been reviewed by any federal or state securities regulatory bodies or authority.


 


4.         Representations and Warranties
of the Company.


 


The Company represents,
warrants and covenants to the Investors that:


 


4.1.          Organization;
Execution, Delivery and Performance.


 


(a) The Company and
each of its Subsidiaries, is a corporation or other entity duly organized, validly existing and in good standing under the laws
of the jurisdiction in which it is incorporated or organized, with full power and authority (corporate and other) to own, lease,
use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company
is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership
or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to
be so qualified or in good standing would not have a Material Adverse Effect.


 


(b)(i)          The
Company has all requisite corporate power and authority to enter into and perform the Transaction Documents to be entered into
by the Company and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with
the terms hereof and thereof; (ii) the execution and delivery of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Securities)
have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its
Board of Directors, or its stockholders, is required; (iii) each of the Transaction Documents has been duly executed and delivered
by the Company by its authorized representative, and such authorized representative is a true and official representative with
authority to sign each such document and the other documents or certificates executed in connection herewith and bind the Company
accordingly; and (iv) each of the Transaction Documents constitutes, and upon execution and delivery thereof by the Company will
constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms,
except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable or
legal remedies.


 


4.2.         Securities
Duly Authorized. The shares of Common Stock to be issued to each such Investor pursuant to this Agreement, when issued and
delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and non-assessable
and free from all taxes or liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar
rights of stockholders of the Company. The Warrants to be issued to each such Investor, when issued in accordance with the terms
of this Agreement, will be legal, valid and binding obligations of the Company enforceable in accordance with their terms. The
shares of Common Stock issuable upon exercise of the Warrants in accordance with their terms will be duly and validly issued and
fully paid and non-assessable. Subject to the accuracy of the representations and warranties of the Investors to this Agreement,
the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act.


 




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4.3           No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby will not: (i) conflict with or result in a violation of any provision
of the Certificate of Incorporation or By-laws; or (ii) violate or conflict with, or result in a breach of any provision of, or
constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument
to which the Company or any of its Subsidiaries is a party, except for possible violations, conflicts or defaults as would not,
individually or in the aggregate, have a Material Adverse Effect; or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations
to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property
or asset of the Company or any of its Subsidiaries is bound or affected. Neither the Company nor any of its Subsidiaries is in
default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries
in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would
give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to
which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries
is bound or affected, or for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect.
The businesses of the Company and its Subsidiaries are not being conducted in violation of any law, rule, ordinance or regulation
of any governmental entity, except for possible violations which would not, individually or in the aggregate, have a Material Adverse
Effect. Except as required under the Securities Act, the Exchange Act, and any applicable state securities laws, the Company is
not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental
agency, regulatory agency, self regulatory organization or stock market or any third party in order for it to execute, deliver
or perform any of its obligations under this Agreement or to issue and sell the Securities in accordance with the terms hereof.
All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding
sentence have been obtained or effected on or prior to the date hereof.


 


4.4.          Capitalization.
As of May 15, 2015, the authorized capital stock of the Company consists of (i) 50,000,000 shares of Common Stock, of which 20,000,000
shares are outstanding, 10,000,000 shares of Preferred Stock, of which no shares are outsanding. In the offering contemplated by
this Agreement, up to 4,000,000 shares of Common Stock may be issued and Warrants exercisable for up to 4,000,000 shares of Common
Stock may be issued (exclusive of any securities to be issued to the Placement Agent). The Company has reserved, and at all times
will keep reserved, a sufficient number of shares of Common Stock for issuance upon the exercise of the Warrants. Except as described
in the Private Placement Memorandum: (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls,
rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating
to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries,
or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of Common Stock
of the Company or any of its Subsidiaries; (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries
is obligated to register the sale of any of its or their securities under the Securities Act (except for the registration rights
provisions contained herein and in the Registration Rights Agreement); and (iii) there are no anti-dilution or price adjustment
provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will
be triggered by the issuance of the Securities. All of such outstanding shares of Common Stock are, or upon issuance will be, duly
authorized, validly issued, fully paid and non-assessable. No shares of Common Stock of the Company are subject to preemptive rights
or any other similar rights of the stockholders of the Company or any Lien imposed through the actions or failure to act of the
Company.


 




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4.5.          Permits;
Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its
properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”),
and there is no action pending or, to the Company’s Knowledge, threatened regarding suspension or cancellation of any of
the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of
the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably
be expected to have a Material Adverse Effect. Since May 10, 2015, neither the Company nor any of its Subsidiaries has received
any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to
possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.


 


4.6         Litigation.
There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency,
self-regulatory organization or body pending or, to the Company’s knowledge or any of its Subsidiaries, threatened against
or affecting the Company or any of its Subsidiaries, or their respective businesses, properties or assets or their officers or
directors in their capacity as such, that would have a Material Adverse Effect. The Company is unaware of any facts or circumstances
which might give rise to any of the foregoing.


 


4.7          No
Material Changes.


 


Since May 10, 2015, except
as set forth in the Private Placement Memorandum, there has not been:


 


(a)          Any
material adverse change in the operations or business of the Company from that described in the Memorandum, or any material transaction
or commitment effected or entered into by the Company outside of the ordinary course of business;


 


(b)          Any
effect, change or circumstance which has had, or could reasonably be expected to have, a Material Adverse Effect;


 


(c)          Any
incurrence of any material liability outside of the ordinary course of business; or


 


(d)          Any
possible effect, change or circumstance which would likely have or could reasonably be expected to have, a substantial dilutive
effect on the Common Stock, except forcertain highly confidential discussions which the Company is currently engaged in regarding
a possible significant transaction involving a substantial monetary investment in the Company at a substantial discount which,
if consummated, would likely result in substantial dilution to the Investor.


 


4.8         No General
Solicitation. Neither the Company nor any Person participating on the Company’s behalf in the transactions contemplated
hereby has conducted any “general solicitation,” as such term is defined in Regulation D promulgated under the Securities
Act, with respect to the Units being offered hereby.


 


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


 




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4.10         No
Brokers. Other than the Placement Agent, the Company has taken no action that would give rise to any claim by any Person for
brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.


 


4.11         Form
D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D within
15 days after the first funds are received in escrow. The Company shall, on or before the Closing Date, take such action as the
Company shall reasonably determine is necessary to qualify the Securities for sale to the Investors at the applicable Closing pursuant
to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an
exemption from such qualification).


 


4.12         Disclosure.
All disclosure provided to the Investors regarding the Company and its Subsidiaries, their businesses and the transactions contemplated
hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true
and correct in all material respects 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 the light of the circumstances under which they were made, not
misleading. Each press release issued by the Company or any of its Subsidiaries during the 12 months preceding the date of this
Agreement did not at the time of release 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 the light of the circumstances under which they are
made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries
or its or their business, properties, liabilities, results of operations or financial conditions, which, under applicable law,
rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been
so publicly disclosed.


 


4.13         Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names,
service marks, service mark registrations, service names, patents, patent rights, copyrights, original works, inventions, licenses,
approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations
therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as
now conducted and as presently proposed to be conducted. None of the Company’s or its Subsidiaries’ Intellectual Property
Rights have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within two years from
the date of this Agreement. To the Company’s Knowledge, there has not been any infringement by the Company or any of its
Subsidiaries of Intellectual Property Rights of others. Except as set forth in the Private Placement Memorndum, there is no claim,
action or proceeding being made or brought, or to the Company’s Knowledge, being threatened, against the Company or any of
its Subsidiaries regarding their Intellectual Property Rights. The Company is not aware of any facts or circumstances which might
give rise to any of the foregoing infringements or Claims. The Company and each of its Subsidiaries have taken reasonable security
measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights, except where failure to
take such measures would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


4.14         Tax
Status. Except for occurrences that would not, either individually or in the aggregate, reasonably be expected to result in
a Material Adverse Effect, the Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state
income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject; (ii) has timely
paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith; and (iii) has set aside on its books provision reasonably
adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers
of the Company and its Subsidiaries know of no basis for any such claim.


 




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4.15         Investment
Company Act Status. The Company and its Subsidiaries are not, and after giving effect to the offering and sale of the Units
and the application of the proceeds thereof will not be, required to register as an “investment company” as such term
is defined in the Investment Company Act of 1940, as amended.


 


4.16         No
Bad Actor Disqualification or Disclosure. Except as may be disclosed in the PPM, neither the Company nor any predecessor of
the Company, any Company director, executive officer or beneficial owner of 20% or more of the Company’s outstanding voting
equity securities is a “bad actor” as that term is defined in Rule 506(d) of Regulation D.


 


5.          Indemnification.


 


5.1           Indemnification
by the Company. (a) In addition to the indemnity provided in the Registration Rights Agreement, the Company will indemnify
and hold each Investor and, if applicable, its directors, officers, stockholders, members, partners, employees and agents (and
any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any
other title), each Person who controls such Investor (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (and any other Persons with
a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such
controlling person (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’
fees and costs of investigation (“Claims”) that any such Purchaser Party may suffer or incur as a result of
any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other
Transaction Documents. The Company will not be liable to any Purchaser Party under this Agreement to the extent, but only to the
extent that a Claim is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants
or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents; provided that such a claim
for indemnification relating to any breach of any of the representations or warranties made by the Company in this Agreement is
made within one year from the Closing.


 


5.2         Promptly after
receipt by any Person (the “Indemnified Person”) of notice of any demand, claim or circumstances which would
or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may
be sought pursuant to Section 5.1, such Indemnified Person shall promptly notify the Company in writing, and the Company
shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall
assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Person
so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually
and materially and adversely prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless:
(i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company shall
have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Indemnified
Person in such proceeding; or (iii) in the reasonable judgment of counsel to such Indemnified Person, representation of both parties
by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the
indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more
than one separate firm of attorneys at any time for all such indemnified parties. The Company shall not be liable for any settlement
of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned.
Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned,
the Company shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person
is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement
includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.


 




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6.          Transfer
Restrictions.


 


6.1.          Transfer
or Resale. Each Investor understands that:


 


Except as provided
in the Registration Rights Agreement, the sale or resale of all or any portion of the Securities has not been and is not being
registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be
transferred unless:


 


(a)          the Securities
are sold pursuant to an effective registration statement under the Securities Act;


 


(b)          the
Investor shall have delivered to the Company a customary opinion of counsel that shall be in form, substance and scope reasonably
acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration;


 


(c)         the Securities
are sold or transferred to an “affiliate” (as defined in Rule 144 (or any successor rule) as promulgated under
the Securities Act (“Rule 144”)) of the Investor who agrees to sell or otherwise transfer the Securities only
in accordance with this Section 6.1 and who is an Accredited Investor;


 


(d)         the Securities
are sold pursuant to Rule 144; or


 


(e)         the Securities
are sold pursuant to Regulation S (or any successor rule) as promulgated under the Securities Act (“Regulation S”);


 


and, in each case, the Investor shall have
delivered to the Company, at the cost of the Investor, a customary opinion of counsel, in form, substance and scope reasonably
acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may
be pledged as collateral in connection with a bona fide margin account or other lending arrangement.


 


7.          Conditions
to Closing of the Investors.


 


The obligation of each
Investor hereunder to purchase the Units at the Closing is subject to the satisfaction, at or before the Closing Date, of each
of the following conditions, provided that these conditions are for each Investor’s sole benefit and may be waived by such
Investor at any time in its sole discretion by providing the Company with prior written notice thereof:


 


7.1         Representations,
Warranties and Covenants. The representations and warranties of the Company shall be true and correct in all material respects
as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties
that speak as of a specific date, which shall be true and correct in all material respects as of such date), and the Company shall
have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed,
satisfied or complied with by the Company at or prior to the Closing Date.


 


7.2           Consents.
The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale
of the Securities.


 


7.3         Delivery
by Company. The Company shall have duly executed and delivered to each Investor (a) each of the other Transaction Documents;
(b)a certificate evidencing the number of shares of Common Stock as is set forth on the signature page hereby being purchased by
such Investor at the Closing pursuant to this Agreement; and (c) the Warrants relating to such shares (i.e., a Warrant for
one share of the Company’s Common Stock for every share of Common Stock purchased in the offering). The foregoing notwithstanding,
the Investor acknowledges that no Securities will be issued until the final Closing.


 




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7.5           No Material
Adverse Effect. Since the date of first execution of this Agreement, no event or series of events shall have occurred that
reasonably would have or result in a Material Adverse Effect.


 


7.6           No
Prohibition. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any
of the transactions contemplated by the Transaction Documents.


 


7.7           Other Documents.
The Company shall have delivered to such Investor such other documents, instruments or certificates relating to the transactions
contemplated by this Agreement as the Placement Agent, such Investor or its counsel may reasonably request.


 


8.             Conditions to Closing of the
Company.


 


The obligations of
the Company to effect the transactions contemplated by this Agreement with each Investor are subject to the fulfillment at or prior
to each Closing Date of the conditions listed below.


 


8.1.         Representations
and Warranties. The representations and warranties made by such Investor in Section 3 shall be true and correct in all material
respects at the time of Closing as if made on and as of such date, and the Investor shall have performed, satisfied and complied
in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by
the Investor at or prior to the Closing Date.


 


8.2           Corporate
Proceedings. If the Investor is an entity, all corporate and other proceedings required to be undertaken by such Investor in
connection with the transactions contemplated hereby shall have occurred and all documents and instruments incident to such proceedings
shall be reasonably satisfactory in substance and form to the Company.


 


8.3           Delivery
by the Investor. The Investor shall have duly executed and delivered to the Company (a) each of the other Transaction Documents
and the Investor Questionnaire and (b) the purchase price.


 


8.4           No
Prohibition. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any
of the transactions contemplated by the Transaction Documents.


 


8.5         Other Documents.
The Investor shall have delivered to the Company such other documents, instruments or certificates relating to the transactions
contemplated by this Agreement as the Company or its counsel may reasonably request.


 


9              Miscellaneous.


 


9.1.          Compensation
of Placement Agent. Each Investor acknowledges that it is aware that the Placement Agent will receive from the Company, in
consideration for its services as financial advisor and placement agent in respect of the transactions contemplated hereby: (a)
a commission success fee equal to 10% of the Purchase Price of the Units sold at each Closing, payable in cash; (b) a non-accountable
expense allowance equal to 3% of the Purchase Price of the Units sold at each Closing, less the $20,000 advance previously delivered
by the Company in respect of same, payable in cash; and (c) five-year warrants to purchase such number of units equal to 15% of
the number of Units sold in this offering, at an exercise price equal to the $1.25 per unit. In addition, the Placement Agent received
a right of first refusal to participate as placement agent or managing underwriter in any subsequent financings of equity or debt
securities by the Company (if a placement agent or underwriter is to be used in such financing) for 12 months following the last
Closing hereunder if the Placement Agent raises at least $3,000,000 in this offering from investors first introduced to the Company
by the Placement Agent. The executed placement agent agreement between the Company and the Placement Agent, a copy of which is
available to the Investor upon request, contains additional rights and terms not enumerated herein.


 




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9.2.          Rule 506(e)
of Regulation D Disclosure. Each Investor acknowledges that it is aware that the Managing Partner in the Paulson Investment
Company, LLC’s New York office, Robert J. Setteducati, entered into a final settlement with the Massachusetts Securities
Division in 2001 pursuant to which he agreed, among other things, never to seek to register with the Massachusetts Securities Division
in any capacity. The settlement resolved allegations by the Massachusetts Securities Division that Mr. Setteducati failed to adequately
supervise employees at a prior brokerage firm.


 


9.3           Notices.
All notices, requests, demands and other communications provided in connection with this Agreement shall be in writing and shall
be deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile (with receipt
confirmed by the sender’s transmitting device) in accordance with the contact information provided below or such other contact
information as the parties may have duly provided by notice.


 


	The Company:	
        With a copy to:

         

	 	 
	QPAGOS Corporation	Gracin & Marlow, LLP
	Paseo de la Reforma 404 Piso 15 PH	405 Lexington Avenue, 26th Floor
	Col. Juárez, Del. Cuauhtémoc	New York, New York 10174
	México, D.F. C.P. 06600	Attention: Leslie Marlow, Esq.
	Attention: Gaston Pereira	Telephone: (212) 907-6457
	Telephone: 	Facsimile: (212) 208-4657
	Facsimile:	 


 


The Investors:


 


As per the contact information provided on the signature pages
hereof.


 


	The Placement Agent	With a copy to:
	 	 
	Paulson Investment Company, LLC	Murphy & Weiner, P.C.
	1001 SW 5th Avenue, Suite 1460	430 Cambridge Avenue, Suite 100
	Portland, OR 97204	Palo Alto, CA 94306
	Telephone: (503) 243-6000	Attention: Debra K. Weiner, Esq.
	Facsimile: (503) 248-2391	Telephone: (650) 218-9818
	 	Facsimile: (650) 323-1108


 


9.4         Survival
of Representations and Warranties. Each party hereto covenants and agrees that the representations and warranties of such party
contained in this Agreement shall survive the Closing. Each Investor shall be responsible only for its own representations, warranties,
agreements and covenants hereunder.


 


9.5         Confidentiality
After the Date Hereof. Each Investor, severally and not jointly with the other Investors, covenants that until such time as
the transactions contemplated by this Agreement and such other material non-public information related to the Company in possession
of the Investor are publicly disclosed by the Company, such Investor will maintain the confidentiality of all disclosures made
to it in connection with this transaction (including the existence and terms of this transaction).


 




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9.6           Entire
Agreement. This Agreement contains the entire agreement between the parties hereto in respect of the subject matter contained
herein and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter
contained herein.


 


9.7           Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and, except for: (i) Persons entitled to indemnification pursuant to Section 5.1; (ii) the Placement Agent and its
designees, successors and assigns; and (iii) other registered broker-dealers, if any, who are specifically agreed to be and acknowledged
by each party as third party beneficiaries hereof, is not for the benefit of, nor may any provision hereof be enforced by, any
other Person.


 


9.8           Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.
Neither the Company nor any Investor shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other.


 


Notwithstanding the
foregoing, but subject to the provisions of Section 6.1 hereof, any Investor may, without the consent of the Company, assign its
rights hereunder to any Person that purchases Units or the shares or warrants included therein or issuable upon exercise thereof
in a private transaction from an Investor or to any of its “affiliates,” as that term is defined under the Exchange
Act or any subsequent Person acquiring such Units or shares in accordance herewith.


 


9.9         Binding
Effect; Benefits. This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns; nothing in this Agreement, expressed or implied, is intended to confer
on any Persons other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations
or liabilities under or by reason of this Agreement.


 


9.10         Amendment;
Waivers. All modifications, amendments or waivers to this Agreement shall require the written consent of each of (i) the Company
and (ii) a majority-in-interest of the Investors (based on the number of Units purchased hereunder).


 


9.11
        Applicable Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware without giving effect to the conflict of law provisions thereof, and the parties hereto.


 


9.12         Arbitration.
Each Investor and the Company agree that they shall resolve all disputes, controversies and differences which may arise between
them, out of or in relation to or in connection with this Agreement, after discussion in good faith attempting to reach an amicable
solution. Provided that such disputes, controversies and differences remain unsettled after discussion between the parties, both
parties agree that those unsettled matter(s) shall be finally settled by arbitration in New York, New York in accordance with the
latest Rules of the American Arbitration Association. Such arbitration shall be conducted by three arbitrators appointed as follows:
each party will appoint one arbitrator and the appointed arbitrators shall appoint a third arbitrator. If within 30 days after
confirmation of the last appointed arbitrator, such arbitrators have failed to agree upon a chairman, then the chairman will be
appointed by the American Arbitration Association. The decision of the tribunal shall be final and may not be appealed. The arbitral
tribunal may, in its discretion award fees and costs as part of its award. Judgment on the arbitral award may be entered by any
court of competent jurisdiction, including any court that has jurisdiction over either party or any of their assets. At the request
of any party, the arbitration proceeding shall be conducted in the utmost secrecy subject to a requirement of law to disclose.
In such case, all documents, testimony and records shall be received, heard and maintained by the arbitrators in secrecy, available
for inspection only by any party and by their attorneys and experts who shall agree, in advance and in writing, to receive all
such information in secrecy. 


 




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9.13
        Further Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and
shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably
may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby. 


 


9.14         Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be
deemed an original.


 


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


 


	 	QPAGOS CORPORATION	 
	 	 	 	 
	 	By: 	 	 
	 	Name: Gaston Pereira	 
	 	Title: President and Chief Executive Officer	 


 


INVESTORS: 


 


The Investors executing
the Signature Page in the form attached hereto as Annex A and delivering the same to the Company or its agents shall be
deemed to have executed this Agreement and agreed to the terms hereof.


 




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Annex A

Securities Purchase Agreement

Investor Counterpart Signature Page


 


The undersigned, desiring to: (i) enter
into this Securities Purchase Agreement dated as of May __, 2015 (the “Agreement”), with the undersigned, QPAGOS
Corporation, a Delaware corporation (the “Company”), in or substantially in the form furnished to the undersigned
and (ii) purchase the number of Units as set forth below, hereby agrees to purchase the Units from the Company as of the Closing
and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining thereto, and to be
bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges having read the representations
in the Agreement section entitled “Representations, Warranties and Acknowledgments of the Investors,” and hereby represents
that the statements contained therein are complete and accurate with respect to the undersigned as an Investor.


 


	All Investors: 	Name of Investor: 
	 	 	 
	Address:	 	If an entity: 


 


	 	Print Name of Entity: 
	 	 
	 	 
	 	By: 
	 	Name: 
	 	Title: 


 


	 	 	If an individual: 
	Telephone No.:	 	 	 
	 	 	Print Name: 	 
	Facsimile No.: 	 	 	 
	 	 	Signature: 	 
	 	 	 	 
	Email Address:	 	If joint individuals: 
	 	 	 
	 	 	Print Name: 	 
	 	 	 	 
	 	 	Signature: 	 


 


The Investor hereby elects to purchase
____________ Units (each Unit consisting of one share of Common Stock and one five-year Warrant exercisable at an exercise price
of $1.25 per share entitling the holder to purchase one share of Common Stock) at a purchase price of $1.25 per Unit under
the Securities Purchase Agreement for a total Purchase Price of $__________ (to be completed by Investor). 


 




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