EQUITY
FINANCING AGREEMENT


 


This
EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of February 28, 2019 (the “Execution Date”),
is entered into by and between Earth Science Tech Inc., a Nevada corporation with its principal executive office at 387 Corona
St., Suite 555, Denver, Colorado 80218 (the “Company”), and GHS Investments LLC, a Nevada limited liability
company, with offices at 420 Jericho Turnpike, Suite 102, Jericho, New York 11753 (the “Investor”).


 


RECITALS:


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to Five Million
Dollars ($5,000,000) (the “Commitment Amount”), from time to time over the course of twenty four (24) months
after an effective registration of the underlying shares (the “Contract Period”) to purchase the Company’s
common stock par value $0.001 per share (the “Common Stock”);


 


WHEREAS,
such investments will be made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “1933 Act”), Rule 506 of Regulation D promulgated by the SEC under the 1933 Act,
and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or
all of the investments in Common Stock to be made hereunder; and


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration
Rights Agreement substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”)
pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules and regulations
promulgated thereunder, and applicable state securities laws.


 


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


 


SECTION
I.


DEFINITIONS


 


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


 


“1933
Act” shall have the meaning set forth in the recitals.


 


“1934
Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations
of the SEC thereunder, all as the same will then be in effect.


 


“Affiliate”
shall have the meaning set forth in Section 5.7.


 


“Agreement”
shall have the meaning set forth in the preamble.


 


“Articles
of Incorporation” shall have the meaning set forth in Section 4.3.


 




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“By-laws”
shall have the meaning set forth in Section 4.3.


 


“Closing”
shall have the meaning set forth in Section 2.4.


 


“Commitment
Note” shall have the meaning set forth in Section 2.7.


 


“Closing
Date” shall have the meaning set forth in Section 2.4.


 


“Common
Stock” shall have the meaning set forth in the recitals.


 


“Control”
or “Controls” shall have the meaning set forth in Section 5.7.


 


“Effective
Date” shall mean the date the SEC declares effective under the 1933 Act the Registration Statement covering the Securities.


 


“Environmental
Laws” shall have the meaning set forth in Section 4.13.


 


“Execution
Date” shall have the meaning set forth in the preamble.


 


“Indemnified
Liabilities” shall have the meaning set forth in Section 10.


 


“Indemnitees”
shall have the meaning set forth in Section 10.


 


“Indemnitor”
shall have the meaning set forth in Section 10.


 


“Ineffective
Period” shall mean any period of time that the Registration Statement or any supplemental registration statement becomes
ineffective or unavailable for use for the sale or resale, as applicable, of any or all of the Registrable Securities (as defined
in the Registration Rights Agreement) for any reason (or in the event the prospectus under either of the above is not current
and deliverable) during any time period required under the Registration Rights Agreement.


 


“Investor”
shall have the meaning set forth in the preamble.


 


“Market
Price” shall mean the lowest traded price of the Company’s common stock during the ten (10) consecutive trading
days immediately preceding the Put Notice Date.


 


“Material
Adverse Effect” shall have the meaning set forth in Section 4.1.


 


“Maximum
Common Stock Issuance” shall have the meaning set forth in Section 2.5.


 


“Open
Period” shall mean the period beginning on and including the Trading Day immediately following the Effective Date and
ending on the earlier to occur of (i) the date which is twenty four(24) months from the Effective Date; or (ii) termination of
the Agreement in accordance with Section 8.


 


“Pricing
Period” shall mean ten (10) consecutive trading days preceding the receipt of the applicable Put Notice.


 




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“Principal
Market” shall mean the New York Stock Exchange, the NYSE Amex, the Nasdaq Capital Market, the Nasdaq Global Market,
the Nasdaq Global Select Market or the OTC Markets, whichever is the principal market on which the Common Stock is listed.


 


“Prospectus”
shall mean the prospectus, preliminary prospectus and supplemental prospectus used in connection with the Registration Statement.


 


“Purchase
Amount” shall mean the total amount being paid by the Investor on a particular Closing Date to purchase the Securities.


 


“Purchase
Price” shall mean eighty percent (80%) of the Market Price.


 


“Put”
shall mean the Company is entitled to request equity investments (the “Put” or “Puts”) by the Investor
during the Contract Period, pursuant to which the Company will issue Common Stock to the Investor with an aggregate Purchase Price
equal to the value of the Put, subject to a price per share calculation based on the Market Price.


 


“Put
Amount” shall mean the total dollar amount requested by the Company pursuant to an applicable Put. The timing and amounts
of each Put shall be at the discretion of the Company. The maximum dollar amount of each Put will not exceed two hundred percent
(200%) of the average daily trading dollar volume for the Company’s Common Stock during the ten (10) trading days preceding
the Put Date. No Put will be made in an amount greater than three hundred fifty thousand dollars ($350,000). Puts are further
limited to the Investor owning no more than 4.99% of the outstanding stock of the Company at any given time.


 


“Put
Notice” shall mean a written notice sent to the Investor by the Company stating the Put Amount in U.S. dollars that
the Company intends to sell to the Investor pursuant to the terms of the Agreement and stating the current number of Shares issued
and outstanding on such date.


 


“Put
Notice Date” shall mean the Trading Day, as set forth below, on which the Investor receives a Put Notice.


 


“Put
Restriction” shall mean a minimum of ten (10) days following a Put Notice Date. During this time, the Company shall
not be entitled to deliver another Put Notice.


 


“Put
Shares Due” shall have the meaning set forth in Section 2.4.


 


“Registered
Offering Transaction Documents” shall mean this Agreement and the Registration Rights Agreement between the Company
and the Investor as of the date herewith.


 


“Registration
Rights Agreement” shall have the meaning set forth in the recitals.


 


“Registration
Statement” means the registration statement of the Company filed under the 1933 Act covering the Securities issuable
hereunder.


 


“Related
Party” shall have the meaning set forth in Section 5.7.


 


“Resolution”
shall have the meaning set forth in Section 7.5.


 


“SEC”
shall mean the U.S. Securities and Exchange Commission.


 




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“SEC
Documents” shall have the meaning set forth in Section 4.6.


 


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


 


“Settlement
Date” shall have the meaning set forth in Section 6.2.


 


“Shares”
shall mean the shares of the Company’s Common Stock.


 


“Subsidiaries”
shall have the meaning set forth in Section 4.1.


 


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


 


“VWAP”
means volume-weighted average price.


 


“Waiting
Period” shall have the meaning set forth in Section 2.2.


 


SECTION
II


PURCHASE
AND SALE OF COMMON STOCK


 


2.1 PURCHASE
AND SALE OF COMMON STOCK. Subject to the terms and conditions set forth herein, the Company shall issue and sell to the
Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of
Five Million Dollars ($5,000,000).


 


2.2 DELIVERY
OF PUT NOTICES. Subject to the terms and conditions herein, and from time to time during the Open Period, the Company
may, in its sole discretion, deliver a Put Notice to the Investor which states the dollar amount (designated in U.S.
Dollars), for which the Company intends to sell Common Stockto the Investor on a Closing Date (the “Put”).
The Put Notice shall be in the form attached hereto as Exhibit C and incorporated herein by reference. The price of
the Put shall be eighty percent (80%) of the “Market Price”, which is the lowest traded price for the
Company’s Common Stock for the ten (10) Trading Days immediately preceding the Put Notice Date. During the Open Period,
the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. There will be a
minimum of ten (10) trading days between Put Notices.


 


2.3 CONDITIONS
TO INVESTOR’S OBLIGATION TO PURCHASE SHARES. Notwithstanding anything to the contrary in this Agreement, the
Company shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a
Closing unless each of the following conditions are satisfied:


 


		i.	 	a
                                         Registration Statement shall have been declared effective and shall remain effective
                                         and available for the resale of all the Registrable Securities (as defined in the Registration
                                         Rights Agreement) at all times until the Closing with respect to the subject Put Notice;
	 	 	 	 
		ii.	 	at
                                         all times during the period beginning on the related Put Notice Date and ending on and
                                         including the related Closing Date, the Common Stock shall have been listed or quoted
                                         for trading on the Principal Market and shall not have been suspended from trading thereon
                                         for a period of two (2) consecutive Trading Days during the Open Period and the Company
                                         shall not have been notified of any pending or threatened proceeding or other action
                                         to suspend the trading of the Common Stock;



 




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		iii.	 	the
                                         Company has complied with its obligations and is otherwise not in breach of or in default
                                         under, this Agreement, the Registration Rights Agreement or any other agreement executed
                                         between the parties, which has not been cured prior to delivery of the Put Notice to
                                         the Investor;
	 	 	 	 
		iv.	 	no
                                         injunction shall have been issued and remain in force, or action commenced by a governmental
                                         authority which has not been stayed or abandoned, prohibiting the purchase or the issuance
                                         of the Securities; and
	 	 	 	 
		v.	 	the
                                         issuance of the Securities will not violate any shareholder approval requirements of
                                         the Principal Market.



 


If
any of the events described in clauses (i) through (v) above occurs during a Pricing Period, then the Investor shall have no obligation
to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.


 


The
Closing of a Put shall occur upon the first Trading Day following the receipt and approval for trading by Investor’s broker
of the Put Shares, whereby the Company shall have caused the Transfer Agent to electronically transmit, prior to the applicable
Closing Date, the applicable Put Shares by crediting the account of the Investor’s broker with DTC through its Deposit Withdrawal
Agent Commission (“DWAC”) system. The Investor shall deliver the Investment Amount specified in the Put Notice,
less deposit fees, by wire transfer of immediately available funds to an account designated by the Company if the aforementioned
receipt and approval are confirmed before 9:30 AM EST or on the following Trading day if receipt and approval by the Investor’s
Broker is made after 9:30 AM EST (“Closing Date” or “Closing”). In addition, on or prior
to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required
to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions
contemplated herein.


 


2.4 MAKE
WHOLE RIGHTS. In the event that (i) the lowest volume-weighted average price (the “VWAP”) of the
Company’s Common Stock for any given trading day during the ten (10) trading days following a Put Notice (the
“Trading Period”) is less than 80% of the Purchase Price applicable to a relevant Put and (ii) as of the
end of such Trading Period, the Investor holds Shares issued pursuant to such Put Notice (the “Trading Period
Shares”), then and only with respect to the Trading Period Shares, the Company shall issue such additional Shares,
as may be necessary to represent the difference between the Purchase Price for the Trading Period Shares and the lowest VWAP
during the Trading Period.


 


2.5 OVERALL
LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, if during the Open Period the
Company becomes listed on an exchange which limits the number of shares of Common Stock that may be issued without
shareholder approval, then the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed
that number of the shares of Common Stock that may be issuable without shareholder approval (the “Maximum Common
Stock Issuance”). If such issuance of shares of Common Stock could cause a delisting on the Principal Market, then
the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders in accordance with applicable
law and the By-laws and the Articles of Incorporation of the Company, if such issuance of shares of Common Stock could cause
a delisting on the Principal Market. The parties understand and agree that the Company’s failure to seek or obtain such
shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of
Securities or the Investor’s obligation in accordance with the terms and conditions hereof to purchase a number of
Shares in the aggregate up to the Maximum Common Stock Issuance, and that such approval pertains only to the applicability of
the Maximum Common Stock Issuance limitation provided in this Section 2.5.


 




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


 


2.7 COMMITMENT
NOTE. The Company shall issue a promissory note in favor of the Investor in the principal amount of thirty thousand
dollars ($30,000) to offset the transaction costs incurred by the Investor in connection with this Agreement.


 


SECTION
III


 


INVESTOR’S
REPRESENTATIONS, WARRANTIES AND COVENANTS


 


The
Investor represents and warrants to the Company, and covenants, that to the best of the Investor’s knowledge:


 


3.1 SOPHISTICATED
INVESTOR. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and
experience in financial and business matters and in making investment decisions of this type that it is capable of (I)
evaluating the merits and risks of an investment in the Securities and making an informed investment decision; (II)
protecting its own interest; and (III) bearing the economic risk of such investment for an indefinite period of
time.


 


3.2 AUTHORIZATION;
ENFORCEMENT. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and
is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to
enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies.


 


3.3 SECTION
9 OF THE 1934 ACT. During the term of this Agreement, the Investor will comply with the provisions of Section 9 of the
1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock.


 


3.4 ACCREDITED
INVESTOR. Investor is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D of the
1933 Act.


 


3.5 NO
CONFLICTS. The execution, delivery and performance of the Documents by the Investor and the consummation by the Investor
of the transactions contemplated hereby and thereby will not result in a violation of Partnership Agreement or other
organizational documents of the Investor.


 


3.6 OPPORTUNITY
TO DISCUSS. The Investor has received all materials relating to the Company’s business, finance and operations
which it has requested. The Investor has had an opportunity to discuss the business, management and financial affairs of the
Company with the Company’s management.


 


3.7 INVESTMENT
PURPOSES. The Investor is purchasing the Securities for its own account for investment purposes and not with a view
towards distribution and agrees to resell or otherwise dispose of the Securities solely in accordance with the registration
provisions of the 1933 Act (or pursuant to an exemption from such registration provisions).


 




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3.8 NO
REGISTRATION AS A DEALER. The Investor is not required to be registered as a “dealer” under the 1934 Act,
either as a result of its execution and performance of its obligations under this Agreement or otherwise.


 


3.9 GOOD
STANDING. The Investor is a limited liability company, duly organized, validly existing and in good standing in the State
of its Nevada.


 


3.10 TAX
LIABILITIES. The Investor understands that it is liable for its own tax liabilities.


 


3.11 REGULATION
M. The Investor will comply with Regulation M under the 1934 Act, if applicable.


 


3.12 NO
SHORT SALES. No short sales shall be permitted by the Investor or its affiliates during the period commencing on the
Execution Date and continuing through the termination of this Agreement.


 


SECTION
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


Except
as set forth in the Schedules attached hereto, or as disclosed on the Company’s SEC Documents, the Company represents and
warrants to the Investor that:


 


4.1 ORGANIZATION
AND QUALIFICATION. The Company is a corporation duly organized and validly existing in good standing under the laws of the
State of Nevada and has the requisite corporate power and authorization to own its properties and to carry on its business as
now being conducted. Both the Company and the companies it owns or controls (“Subsidiaries”) are duly qualified
to do business and are in good standing in every jurisdiction in which its ownership of property or the nature of the business
conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing
would not have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means a change,
event, circumstance, effect or state of facts that has had or is reasonably likely to have, a material adverse effect on the business,
properties, assets, operations, results of operations, financial condition or prospects of the Company and its Subsidiaries, if
any, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection
herewith, or on the authority or ability of the Company to perform its obligations under the Registered offering Transaction Documents.


 


4.2 AUTHORIZATION;
ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.


 


		i.	 	The
                                         Company has the requisite corporate power and authority to enter into and perform this
                                         Investment Agreement and the Registration Rights Agreement (collectively, the “Registered
                                         Offering Transaction Documents”), and to issue the Securities in accordance
                                         with the terms hereof and thereof.
	 	 	 	 
		ii.	 	The
                                         execution and delivery of the Registered Offering Transaction Documents by the Company
                                         and the consummation by it of the transactions contemplated hereby and thereby, including
                                         without limitation the issuance of the Securities pursuant to this Agreement, have been
                                         duly and validly authorized by the Company’s Board of Directors and no further
                                         consent or authorization is required by the Company, its Board of Directors, or its shareholders.



 




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		iii.	 	The
                                         Registered Offering Transaction Documents have been duly and validly executed and delivered
                                         by the Company.
	 	 	 	 
		iv.	 	The
                                         Registered Offering Transaction Documents constitute the valid and binding obligations
                                         of the Company enforceable against the Company in accordance with their terms, except
                                         as such enforceability may be limited by general principles of equity or applicable bankruptcy,
                                         insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
                                         generally, the enforcement of creditors’ rights and remedies.



 


4.3 CAPITALIZATION.
As of February 7, 2019, the authorized capital stock of the Company consists of 75,000,000shares of the Common Stock, par value
$0.001 per share, of which as of the same date 51,503,400 shares are issued and outstanding. All of such outstanding shares have
been, or upon issuance will be, validly issued and are fully paid and nonassessable.


 


Except
as disclosed in the Company’s publicly available filings with the SEC:


 


		i.	 	no
                                         shares of the Company’s capital stock are subject to preemptive rights or any other
                                         similar rights or any liens or encumbrances suffered or permitted by the Company;
	 	 	 	 
		ii.	 	there
                                         are no outstanding debt securities;
	 	 	 	 
		iii.	 	there
                                         are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe
                                         to, calls or commitments of any character whatsoever relating to, or securities or rights
                                         convertible into, any shares of capital stock of the Company or any of its Subsidiaries,
                                         or contracts, commitments, understandings or arrangements by which the Company or any
                                         of its Subsidiaries is or may become bound to issue additional shares of capital stock
                                         of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe
                                         to, calls or commitments of any character whatsoever relating to, or securities or rights
                                         convertible into, any shares of capital stock of the Company or any of its Subsidiaries;
	 	 	 	 
		iv.	 	there
                                         are no agreements or arrangements under which the Company or any of its Subsidiaries
                                         is obligated to register the sale of any of their securities under the 1933 Act (except
                                         the Registration Rights Agreement);
	 	 	 	 
		v.	 	there
                                         are no outstanding securities of the Company or any of its Subsidiaries which contain
                                         any redemption or similar provisions, and there are no contracts, commitments, understandings
                                         or arrangements by which the Company or any of its Subsidiaries is or may become bound
                                         to redeem a security of the Company or any of its Subsidiaries;
	 	 	 	 
		vi.	 	there
                                         are no securities or instruments containing anti-dilution or similar provisions that
                                         will be triggered by the issuance of the Securities as described in this Agreement;
	 	 	 	 
		vii.	 	the
                                         Company does not have any stock appreciation rights or “phantom stock” plans
                                         or agreements or any similar plan or agreement; and
	 	 	 	 
		viii.	 	there
                                         is no dispute as to the classification of any shares of the Company’s capital stock.



 




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The
Company has furnished to the Investor, or the Investor has had access through EDGAR to, true and correct copies of the Company’s
Articles of Incorporation, as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s
By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into
or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.


 


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


 


4.5 NO
CONFLICTS. The execution, delivery and performance of the Registered Offering Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Articles
of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the
Company or the By-laws; or (ii) conflict with, or constitute a material default (or an event which with notice or lapse of time
or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which the Company or any of its Subsidiaries
is a party, or to the Company’s knowledge result in a violation of any law, rule, regulation, order, judgment or decree
(including United States federal and state securities laws and regulations and the rules and regulations of the Principal Market
or principal securities exchange or trading market on which the Common Stock is traded or listed) 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 its Subsidiaries is in violation of any term of, or in default under, the Articles of Incorporation, any Certificate
of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the By-laws or their organizational
charter or by-laws, respectively, or any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree
or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations that would not individually or in the aggregate have or
constitute a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be
conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency, regulatory
or self-regulatory agency, or court, except for possible violations the sanctions for which either individually or in the aggregate
would not have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the 1933
Act or any securities laws of any states, to the Company’s knowledge, the Company is not required to obtain any consent,
authorization, permit or order of, or make any filing or registration (except the filing of a registration statement as outlined
in the Registration Rights Agreement between the parties) with, any court, governmental authority or agency, regulatory or self-regulatory
agency or other third party in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the
Registered Offering Transaction Documents in accordance with the terms hereof or thereof. All consents, authorizations, permits,
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 and are in full force and effect as of the date hereof. The Company and its Subsidiaries
are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company is not, and will not be,
in violation of the listing requirements of the Principal Market as in effect on the date hereof and on each of the Closing Dates
and is not aware of any facts which would reasonably lead to delisting of the Common Stock by the Principal Market in the foreseeable
future.


 




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4.6
SEC DOCUMENTS; FINANCIAL STATEMENTS. As of the date hereof, the Company has filed all reports, schedules, forms, statements
and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the
foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and
documents incorporated by reference therein, and amendments thereto, being hereinafter referred to as the “SEC Documents”).
The Company has delivered to the Investor or its representatives, or they have had access through EDGAR to, true and complete
copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the
requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC or the time they were amended, if amended, contained any
untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the
financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have
been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies
Accounting Oversight Board (“PCAOB”) consistently applied, during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to
the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the
financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided
by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information
referred to in Section 4.3of this Agreement, contains any untrue statement of a material fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.
Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor
with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic
information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents
prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.


 


4.7 ABSENCE
OF CERTAIN CHANGES. Except as otherwise set forth in the SEC Documents, the Company does not intend to change the business
operations of the Company in any material way. The Company has not taken any steps, and does not currently expect to take any
steps, to seek protection pursuant to any bankruptcy law nor does the Company or its Subsidiaries have any knowledge or reason
to believe that its creditors intend to initiate involuntary bankruptcy proceedings.


 


4.8 ABSENCE
OF LITIGATION AND/OR REGULATORY PROCEEDINGS. Except as set forth in the SEC Documents, there is no action, suit, proceeding,
inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of Company or any of its Subsidiaries, threatened against or affecting the Company,
the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’
officers or directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect.


 




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4.9 ACKNOWLEDGMENT
REGARDING INVESTOR’S PURCHASE OF SHARES. The Company acknowledges and agrees that the Investor is acting solely in the
capacity of an arm’s length Investor with respect to the Registered Offering Transaction Documents and the transactions
contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions
contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection
with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to
the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to
the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely
on the independent evaluation by the Company and its representatives.


 


4.10 NO
UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES. Except as set forth in the SEC Documents, as of the date hereof,
no event, liability, development or circumstance has occurred or exists, or to the Company’s knowledge is contemplated to
occur, with respect to the Company or its Subsidiaries or their respective business, properties, assets, prospects, operations
or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration
statement filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly
announced.


 


4.11 EMPLOYEE
RELATIONS. Neither the Company nor any of its Subsidiaries is involved in any union labor dispute nor, to the knowledge of
the Company or any of its Subsidiaries, is any such dispute threatened. Neither the Company nor any of its Subsidiaries is a party
to a collective bargaining agreement, and the Company and its Subsidiaries believe that relations with their employees are good.
No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to leave the
Company’s employ or otherwise terminate such officer’s employment with the Company.


 


4.12 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, inventions, licenses, approvals,
governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. Except
as set forth in the SEC Documents, none of the Company’s trademarks, trade names, service marks, service mark registrations,
service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or
other intellectual property rights necessary to conduct its business as now or as proposed to be conducted have expired or terminated,
or are expected to expire or terminate within two (2) years from the date of this Agreement. The Company and its Subsidiaries
do not have any knowledge of any infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent
rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar
rights of others, or of any such development of similar or identical trade secrets or technical information by others and, except
as set forth in the SEC Documents, there is no claim, action or proceeding being made or brought against, or to the Company’s
knowledge, being threatened against, the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights,
invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and
the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The
Company and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality and
value of all of their intellectual properties.


 




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4.13 ENVIRONMENTAL
LAWS. The Company and its Subsidiaries (i) are, to the knowledge of the management and directors of the Company and its Subsidiaries,
in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of
human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental
Laws”); (ii) have, to the knowledge of the management and directors of the Company, received all permits, licenses or
other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in
compliance, to the knowledge of the management and directors of the Company, with all terms and conditions of any such permit,
license or approval where, in each of the three (3) foregoing cases, the failure to so comply would have, individually or in the
aggregate, a Material Adverse Effect.


 


4.14 TITLE.
The Company and its Subsidiaries have good and marketable title to all personal property owned by them which is material to the
business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as
are described in the SEC Documents or such as do not materially affect the value of such property and do not interfere with the
use made and proposed to be made of such property by the Company or any of its Subsidiaries. Any real property and facilities
held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with
such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings
by the Company and its Subsidiaries.


 


4.15 INSURANCE.
Each of the Company’s Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company reasonably believes to be prudent and customary in the businesses in which
the Company and its Subsidiaries are engaged. Neither the Company nor any of its Subsidiaries has been refused any insurance coverage
sought or applied for and neither the Company nor its Subsidiaries has any reason to believe that it will not be able to renew
its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that would not have a Material Adverse Effect.


 


4.16 REGULATORY
PERMITS. The Company and its Subsidiaries have in full force and effect all certificates, approvals, authorizations and permits
from the appropriate federal, state, local or foreign regulatory authorities and comparable foreign regulatory agencies, necessary
to own, lease or operate their respective properties and assets and conduct their respective businesses, and neither the Company
nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate,
approval, authorization or permit, except for such certificates, approvals, authorizations or permits which if not obtained, or
such revocations or modifications which, would not have a Material Adverse Effect.


 


4.17 INTERNAL
ACCOUNTING CONTROLS. Except as otherwise set forth in the SEC Documents, the Company and each of its 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 generally accepted accounting principles by a firm with membership to the PCAOB 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’s management has determined that the Company’s
internal accounting controls were not effective as of the date of this Agreement as further described in the SEC Documents.


 




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4.18 NO
MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or
other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers
has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party
to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse
Effect.


 


4.19 TAX
STATUS. The Company and each of its Subsidiaries has made or filed all United States federal and state income and all other
tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that
the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid
and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown
or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside
on its books 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 know of no basis for any such claim.


 


4.20 CERTAIN
TRANSACTIONS. Except as set forth in the SEC Documents filed at least ten (10) days prior to the date hereof and except for
arm’s length transactions pursuant to which the Company makes payments in the ordinary course of business upon terms no
less favorable than the Company could obtain from disinterested third parties, none of the officers, directors, or employees of
the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director
or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer,
director, or any such employee has a substantial interest or is an officer, director, trustee or partner, such that disclosure
would be required in the SEC Documents.


 


4.21 DILUTIVE
EFFECT. The Company understands and acknowledges that the number of shares of Common Stock issuable upon purchases pursuant
to this Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance wherein the
trading price of the Common Stock declines during the period between the Effective Date and the end of the Open Period. The Company’s
executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement
and recognize that they have a potential dilutive effect on the shareholders of the Company. The Board of Directors of the Company
has concluded, in its good faith business judgment, and with full understanding of the implications, that such issuance is in
the best interests of the Company. The Company specifically acknowledges that, subject to such limitations as are expressly set
forth in the Registered Offering Transaction Documents, its obligation to issue shares of Common Stock upon purchases pursuant
to this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership
interests of other shareholders of the Company.


 


4.22 NO
GENERAL SOLICITATION. Neither the Company, nor any of its affiliates, nor any person acting on its behalf, has engaged in
any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale
of the Common Stock to be offered as set forth in this Agreement.


 




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4.23 NO
BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS. No brokers, finders or financial advisory fees or commissions
will be payable by the Company, its agents or Subsidiaries, with respect to the transactions contemplated by this Agreement.


 


4.24 EXCLUSIVITY.
The Company shall not pursue a similar Equity Financing transaction with any other party unless and until good faith negotiations
have terminated between the Investor and the Company or until such time as the registration statement has been declared effective
by the SEC.


 


SECTION
V


COVENANTS
OF THE COMPANY


 


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


 


5.2 REPORTING
STATUS. Until one of the following occurs, the Company shall file all reports required to be filed with the SEC pursuant to
the 1934 Act, and the Company shall not terminate its status, or take an action or fail to take any action, which would terminate
its status as a reporting company under the 1934 Act: (i) this Agreement terminates pursuant to Section 8 and the Investor
has the right to sell all of the Securities without restrictions pursuant to Rule 144 promulgated under the 1933 Act, or such
other exemption, or (ii) the date on which the Investor has sold all the Securities and this Agreement has been terminated pursuant
to Section 8.


 


5.3 USE
OF PROCEEDS. The Company will use the proceeds from the sale of the Shares (excluding amounts paid by the Company for fees
as set forth in the Registered Offering Transaction Documents) for general corporate and working capital purposes and acquisitions
or assets, businesses or operations or for other purposes that the Board of Directors, in good faith deem to be in the best interest
of the Company.


 


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


 


5.5 RESERVATION
OF SHARES. The Company shall take all action necessary to at all times have authorized, and reserved the amount of Shares
included in the Company’s registration statement for issuance pursuant to the Registered Offering Transaction Documents.
In the event that the Company determines that it does not have a sufficient number of authorized shares of Common Stock to reserve
and keep available for issuance as described in this Section 5.5, the Company shall use all commercially reasonable efforts
to increase the number of authorized shares of Common Stock by seeking shareholder approval for the authorization of such additional
shares.


 




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5.6 LISTING.
The Company shall promptly secure and maintain the listing of all of the Registrable Securities (as defined in the Registration
Rights Agreement) on the Principal Market and each other national securities exchange and automated quotation system, if any,
upon which shares of Common Stock are then listed (subject to official notice of issuance) and shall maintain, such listing of
all Registrable Securities from time to time issuable under the terms of the Registered Offering Transaction Documents. Neither
the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or
suspension of the Common Stock on the Principal Market (excluding suspensions of not more than one (1) Trading Day resulting from
business announcements by the Company). The Company shall promptly provide to the Investor copies of any notices it receives from
the Principal Market regarding the continued eligibility of the Common Stock for listing on such automated quotation system or
securities exchange. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section
5.6.


 


5.7 TRANSACTIONS
WITH AFFILIATES. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement,
or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with
any of its or any Subsidiary’s officers, directors, persons who were officers or directors at any time during the previous
two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related
by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more
beneficial interest (each a “Related Party”), except for (i) customary employment arrangements and benefit
programs on reasonable terms, (ii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less
favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (iii)
any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company.
For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested
director with respect to any such agreement, transaction, commitment or arrangement. “Affiliate” for purposes
hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a 5% or more
equity interest in that person or entity, (ii) has 5% or more common ownership with that person or entity, (iii) controls that
person or entity, or (iv) is under common control with that person or entity. “Control” or “Controls”
for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of
another person or entity.


 


5.8 FILING
OF FORM 8-K. On or before the date which is four (4) Trading Days after the Execution Date, the Company shall file a Current
Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Registered Offering Transaction Documents
in the form required by the 1934 Act, if such filing is required.


 


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


 


5.10 NOTICE
OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT. The Company shall promptly notify the Investor
upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of
an offering of the Securities: (i) receipt of any request for additional information by the SEC or any other federal or state
governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration
Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop
order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii)
receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the
Securities for sale in any jurisdiction or the initiation or notice of any proceeding for such purpose; (iv) the happening of
any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed
to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration
Statement, related prospectus or documents so that, in the case of a Registration Statement, it will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective
amendment or supplement to the Registration Statement would be appropriate, and the Company shall promptly make available to Investor
any such supplement or amendment to the related prospectus. The Company shall not deliver to Investor any Put Notice during the
continuation of any of the foregoing events in this Section 5.10.


 




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5.11 TRANSFER
AGENT. The Company shall deliver instructions to its transfer agent to issue Shares to the Investor Pursuant to the Transactions
contemplated herein.


 


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


 


SECTION
VI


CONDITIONS
OF THE COMPANY’S OBLIGATION TO SELL


 


The
obligation hereunder of the Company to issue and sell the Securities to the Investor is further subject to the satisfaction, at
or before each Closing Date, of each of the following conditions set forth below. These conditions are for the Company’s
sole benefit and may be waived by the Company at any time in its sole discretion.


 


6.1 The
Investor shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Company.


 


6.2 The
Investor shall have delivered to the Company the Purchase Price for the Securities being purchased by the Investor.


 


6.3 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 which prohibits the consummation of any of the transactions contemplated
by this Agreement.


 


SECTION
VII


FURTHER
CONDITIONS OF THE INVESTOR’S OBLIGATION TO PURCHASE


 


The
obligation of the Investor hereunder to purchase Securities is subject to the satisfaction, on or before each Closing Date, of
each of the following conditions set forth below.


 


7.1 The
Company shall have executed the Registered Offering Transaction Documents and delivered the same to the Investor.


 




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7.2 The
representations and warranties of the Company shall be true and correct as of the date when made and as of the applicable Closing
Date as though made at that time and the Company shall have performed, satisfied and complied with the covenants, agreements and
conditions required by the Registered Offering Transaction Documents to be performed, satisfied or complied with by the Company
on or before such Closing Date. The Investor may request an update as of such Closing Date regarding the representation contained
in Section 4.3.


 


7.3 The
Company shall have executed and delivered to the Investor the certificates representing, or have executed electronic book-entry
transfer of, the Securities (in such denominations as the Investor shall request) being purchased by the Investor at such Closing.


 


7.4 The
Board of Directors of the Company shall have adopted resolutions consistent with Section 4.2(ii) (the “Resolutions”)
and such Resolutions shall not have been amended or rescinded prior to such Closing Date.


 


7.5 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 which prohibits the consummation of any of the transactions contemplated
by this Agreement.


 


7.6 Within
thirty (30) days after the Agreement is executed, the Company agrees to use its best efforts to file with the SEC a registration
statement covering the shares of stock underlying the Equity Financing contemplated herein. Such registration statement shall
conform to the requirements of the rules and regulations of the SEC and the terms and conditions of Equity Financing this agreement
as expressed in the registration statement shall be reviewed and approved by the Investor. The Company will take any and all steps
necessary to have its registration statement declared effective by the SEC within 30 days but no more than 90 days after the Company
has filed its registration statement. Such registration Statement shall conform to the requirements of the rules and regulations
of the SEC and the terms and conditions of the equity financing Equity Financing as expressed in the Registration Statement and
shall be reviewed and approved by the Investor. The Registration Statement shall be effective on each Closing Date and no stop
order suspending the effectiveness of the Registration statement shall be in effect or to the Company’s knowledge shall
be pending or threatened. Furthermore, on each Closing Date (I) neither the Company nor the Investor shall have received notice
that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise
has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or
has threatened to do so (unless the SEC’s concerns have been addressed), and (II) no other suspension of the use or withdrawal
of the effectiveness of such Registration Statement or related prospectus shall exist.


 


7.7 At
the time of each Closing, the Registration Statement (including information or documents incorporated by reference therein) and
any amendments or supplements thereto shall not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading or which would require public disclosure
or an update supplement to the prospectus.


 


7.8 If
applicable, the shareholders of the Company shall have approved the issuance of any Shares in excess of the Maximum Common Stock
Issuance in accordance with Section 2.5 or the Company shall have obtained appropriate approval pursuant to the requirements
of applicable state and federal laws and the Company’s Articles of Incorporation and By-laws.


 


7.9 The
conditions to such Closing set forth in Section 2.3 shall have been satisfied on or before such Closing Date.


 




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7.10 The
Company shall have certified to the Investor the number of Shares of Common Stock outstanding when a Put Notice is given to the
Investor. The Company’s delivery of a Put Notice to the Investor constitutes the Company’s certification of the existence
of the necessary number of shares of Common Stock reserved for issuance.


 


SECTION
VIII


TERMINATION


 


This
Agreement shall terminate upon any of the following events:


 


8.1 when
the Investor has purchased an aggregate of Five Million Dollars ($5,000,000) in the Common Stock of the Company pursuant to this
Agreement; or


 


8.2 on
the date which is twenty four (24) months after the Effective Date; or


 


8.3 at
such time that the Registration Statement is no longer in effect.


 


Any
and all shares, or penalties, if any, due under this Agreement shall be immediately payable and due upon termination of this Agreement.


 


SECTION
IX


SUSPENSION


 


This
Agreement shall be suspended upon any of the following events, and shall remain suspended until such event is rectified:


 


		i.	 	The
                                         trading of the Common Stock is suspended by the SEC, the Principal Market or FINRA for
                                         a period of two (2) consecutive Trading Days during the Open Period; or
	 	 	 	 
		ii.	 	The
                                         Common Stock ceases to be quoted, listed or traded on the Principal Market or the Registration
                                         Statement is no longer effective (except as permitted hereunder). Immediately upon the
                                         occurrence of one of the above-described events, the Company shall send written notice
                                         of such event to the Investor.



 


SECTION
X


INDEMNIFICATION


 


In
consideration of the parties mutual obligations set forth in the Transaction Documents, the Company ( the “Indemnitor”)
shall defend, protect, indemnify and hold harmless the Investor and all of the investor’s shareholders, officers, directors,
employees, counsel, and direct or indirect investors and any of the foregoing person’s agents or other representatives (including,
without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and reasonable expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which
indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified
Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (I) any misrepresentation
or breach of any representation or warranty made by the Indemnitor or any other certificate, instrument or document contemplated
hereby or thereby; (II) any breach of any covenant, agreement or obligation of the Indemnitor contained in the Registered Offering
Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; or (III) any cause of action,
suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery,
performance or enforcement of the Registered Offering Transaction Documents or any other certificate, instrument or document contemplated
hereby or thereby, except insofar as any such misrepresentation, breach or any untrue statement, alleged untrue statement, omission
or alleged omission is made in reliance upon and in conformity with information furnished to Indemnitor which is specifically
intended for use in the preparation of any such Registration Statement, preliminary prospectus, prospectus or amendments to the
prospectus. To the extent that the foregoing undertaking by the Indemnitor may be unenforceable for any reason, the Indemnitor
shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law. The indemnity provisions contained herein shall be in addition to any cause of action or similar rights
Indemnitor may have, and any liabilities the Indemnitor or the Indemnitees may be subject to.


 




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SECTION
XI


GOVERNING
LAW; DISPUTES SUBMITTED TO ARBITRATION.


 


11.1 LAW
GOVERNING THIS AGREEMENT. This Agreement shall be governed by and construed in accordance with the laws of the State
of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the
transactions contemplated by this Agreement shall be brought only in the state or federal courts located in New York City, New
York State. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The
parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the
Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing
party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any
provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall
be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably
waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this
Agreement or any other Transaction Documents 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.


 


11.2 LEGAL
FEES; AND MISCELLANEOUS FEES. Except as otherwise set forth in the Registered Offering Transaction Documents (including but
not limited to Section V of the Registration Rights Agreement), each party shall pay the fees and expenses of its advisers, counsel,
the accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement. Any attorneys’ fees and expenses incurred by either the Company or
the Investor in connection with the preparation, negotiation, execution and delivery of any amendments to this Agreement or relating
to the enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement by another party
or any default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by the party which
breached the Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied
in connection with the issuance of any Securities.


 




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11.3 COUNTERPARTS.
This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same
instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means
with the same force and effect as if such signature page were an original thereof.


 


11.4 HEADINGS;
SINGULAR/PLURAL. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and
masculine shall include the feminine.


 


11.5 SEVERABILITY.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


11.6 ENTIRE
AGREEMENT; AMENDMENTS. This Agreement is the FINAL AGREEMENT between the Company and the Investor with respect to the terms
and conditions set forth herein, and, the terms of this Agreement may not be contradicted by evidence of prior, contemporaneous,
or subsequent oral agreements of the Parties. No provision of this Agreement may be amended other than by an instrument in writing
signed by the Company and the Investor, and no provision hereof may be waived other than by an instrument in writing signed by
the party against whom enforcement is sought. The execution and delivery of the Registered Offering Transaction Documents shall
not alter the force and effect of any other agreements between the Parties, and the obligations under those agreements.


 


11.7 NOTICES.
Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and
will be deemed to have been delivered (I) upon receipt, when delivered personally; (II) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (III) one
(1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications shall be:


 


	If
    to the Company:	Earth
        Science Tech Inc.

        387
        Corona St., Suite 555

        Denver,
        Colorado 80218

	 	 
	If
        to the Investor:

         

         
	GHS
        Investments, LLC

        420
        Jericho Turnpike, Suite 102

        Jericho,
        NY 11753



 


Each
party shall provide five (5) days prior written notice to the other party of any change in address or facsimile number.


 


11.8 NO
ASSIGNMENT. This Agreement may not be assigned.


 


11.9 NO
THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and is not for the benefit of,
nor may any provision hereof be enforced by, any other person, except that the Company acknowledges that the rights of the Investor
may be enforced by its general partner.


 


11.10 SURVIVAL.
The representations and warranties of the Company and the Investor contained in Sections 3 and 4, the agreements and covenants
set forth in Sections 5 and 6, and the indemnification provisions set forth in Section 10, shall survive each of the Closings
and the termination of this Agreement.


 




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11.11 PUBLICITY.
The Investor acknowledges that this Agreement and all or part of the Registered Offering Transaction Documents may be deemed to
be “material contracts” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore
be required to file such documents as exhibits to reports or registration statements filed under the 1933 Act or the 1934 Act.
The Investor further agrees that the status of such documents and materials as material contracts shall be determined solely by
the Company, in consultation with its counsel.


 


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


 


11.13 PLACEMENT
AGENT. If so required, the Company agrees to pay a registered broker dealer, to act as placement agent, a percentage of the
Put Amount on each Put toward the fee as outlined in that certain placement agent agreement entered into between the Company and
the placement agent. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on
behalf of other persons or entities for fees of a type contemplated in this Section that may be due in connection with the transactions
contemplated by the Registered Offering Transaction Documents. The Company shall indemnify and hold harmless the Investor, their
employees, officers, directors, agents, and partners, and their respective affiliates, from and against all claims, losses, damages,
costs (including the costs of preparation and attorney’s fees) and expenses incurred in respect of any such claimed or existing
fees, as such fees and expenses are incurred.


 


11.14 NO
STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually agree that
each has had a full and fair opportunity to review this Agreement and seek the advice of counsel on it.


 


11.15 REMEDIES.
The Investor shall have all rights and remedies set forth in this Agreement and the Registration Rights Agreement and all rights
and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which
the Investor has by law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such
rights specifically (without posting a bond or other security), to recover damages by reason of any default or breach of any provision
of this Agreement, including the recovery of reasonable attorneys fees and costs, and to exercise all other rights granted by
law.


 


11.16 PAYMENT
SET ASIDE. To the extent that the Company makes a payment or payments to the Investor hereunder or under the Registration
Rights Agreement or the Investor enforces or exercises its rights hereunder or 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.


 




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11.17 PRICING
OF COMMON STOCK. For purposes of this Agreement, the price of the Common Stock shall be as reported by Quotestream Media.


 


SECTION
XII


NON-DISCLOSURE
OF NON-PUBLIC INFORMATION


 


The
Company shall not disclose non-public information to the Investor, its advisors, or its representatives.


 


Nothing
herein shall require the Company to disclose non-public information to the Investor or its advisors or representatives, and the
Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a
public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary,
the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters,
of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which
it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during
the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration
Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein
in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained
in this Section 12 shall be construed to mean that such persons or entities other than the Investor (without the written
consent of the Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting
due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from
notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement
contains an untrue statement of material fact or omits a material fact required to be stated in the Registration Statement or
necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.


 


SECTION
XIII


ACKNOWLEDGEMENTS
OF THE PARTIES


 


Notwithstanding
anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor
makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor
will not short the Company’s common stock at any time during the term of this Agreement; (ii) the Company shall, by 8:30
a.m. EST on the second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms
of the transactions contemplated hereby and in the other Registered Offering Transaction Documents; (iii) the Company has not
and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a
written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that
the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any
transactions in the securities of the Company.


 


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


 


[SIGNATURE
PAGE OF EQUITY FINANCING AGREEMENT FOLLOWS]


 




    	 	 	22



    	 	 	 



    

 


	 	GHS INVESTMENTS, LLC
	 	 	 
	 	By:
    	/s/
    Mark Grober
	 	Name: 	Mark
    Grober
	 	Title:	Managing
Member


 


	 	EARTH SCIENCE TECH INC.
	 	 	 
	 	By:	/s/
    Robert Stevens
	 	Name: 	Robert
    Stevens
	 	Title:	Court-appointed
Receiver in #A-18-784952-C Acting under appointed and statutory authority


 


[SIGNATURE
PAGE OF EQUITY FINANCING AGREEMENT]


 




    	 	 	23



    	 	 	 



    

 


LIST
OF EXHIBITS


 


	EXHIBIT A	Registration Rights Agreement
	 	 
	EXHIBIT B	Notice of Effectiveness
	 	 
	EXHIBIT C	Put Notice
	 	 
	EXHIBIT D	Put Settlement Sheet




 




    	 	 	24



    	 	 	 



    

 


EXHIBIT
A


 


REGISTRATION
RIGHTS AGREEMENT


 


See
attached.


 




    	 	 	25



    	 	 	 



    

 


EXHIBIT
B


 


FORM
OF NOTICE OF EFFECTIVENESS


OF
REGISTRATION STATEMENT


 


Date:
__________


 


[TRANSFER
AGENT]


 


Re:
Earth Science Tech Inc.


 


Ladies
and Gentlemen:


 


We
are counsel to Earth Science Tech Inc., a Nevada corporation (the “Company”), and have represented the Company in
connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the
Company and GHS Investments, LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor
shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) on the terms and conditions
set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration
Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among
other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of
Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”).
In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company
filed a Registration Statement on Form S- ___ (File No. __-________) (the “Registration Statement”) with the Securities
and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder
thereunder.


 


In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has
entered an order declaring the Registration Statement effective under the 1933 Act at ______ on __________, 20__ and we have no
knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has
been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities
are available for sale under the 1933 Act pursuant to the Registration Statement


 


	 	Very
    truly yours,
	 	 
	 	[Company
    Counsel]


 




    	 	 	26



    	 	 	 



    

 


EXHIBIT
C


 


FORM
OF PUT NOTICE


 


Date:


 


RE:
Put Notice Number __


 


Dear
Mr./Ms.__________,


 


This
is to inform you that as of today, Earth Science Tech Inc., a Nevada corporation (the “Company”), hereby elects to
exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common
stock. The Company hereby certifies that:


 


The
amount of this put is $__________.


 


The
Pricing Period runs from _______________ until _______________.


 


The
Purchase Price is: $_______________


 


The
number of Put Shares Due: ___________________.


 


The
current number of shares of common stock issued and outstanding is: _________________.


 


The
number of shares currently available for issuance on the S-1 is: ________________________.


 


Regards,


 


EARTH
SCIENCE TECH INC.


 


	By:	 	 
	Name: 	Robert
    Stevens	 
	Title:	Court-appointed
    Receiver in #A-18-784952-C Acting under appointed and statutory authority	 


 




    	 	 	27



    	 	 	 



    

 


EXHIBIT
D


 


PUT
SETTLEMENT SHEET


 


Date:
________________


 


Dear
Mr. ________,


 


Pursuant
to the Put given by Earth Science Tech Inc., a Nevada corporation to GHS Investments LLC (“GHS”) on _________________
201_, we are now submitting the amount of common shares for you to issue to GHS.


 


Please
have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the
following account:


 


[INSERT]


 


If
not DWAC eligible, please send FedEx Priority Overnight to:


 


[INSERT
ADDRESS]


 


Once
these shares are received by us, we will have the funds wired to the Company.


 


Regards,


 


GHS
INVESTMENTS LLC


 


	By:	 	 
	Name: 	 	 
	Title:
    	 	 


 




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