Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of March 7, 2019, between Gratitude Health, Inc., a Nevada corporation
(the “Company”), and purchaser identified on the signature pages hereto (each, including its successors and
permitted assigns, a “Purchaser”).


 


WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to Purchaser,
and Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement (the “Offering”).


 


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


 


ARTICLE I.


DEFINITIONS


 


1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have
the meanings given to such terms in the Notes (as defined herein), and (b) the following terms have the meanings set forth in this
Section 1.1:


 


“Accredited
Investor” shall have the meaning ascribed to such term in Section 3.2(c).


 


“Acquiring Person”
shall have the meaning ascribed to such term in Section 4.7.


 


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


 


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


 


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


 


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


 


“Buy In”
shall have the meaning ascribed to such term in Section 4.1(h).


 


“Closing”
means the Initial Closing and Subsequent Closing, if any, of the purchase and sale of the Securities pursuant to Section 2.1 or
2.4.


 


“Closing Date”
means each of the Initial Closing Date and the Subsequent Closing Date, if any, and is the Business Day on which all of the Transaction
Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchaser’s
obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to
be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business
Day following the date hereof in the case of the Initial Closing.


 


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


 






     


     


    

 


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


 


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


 


“Conversion
Price” shall have the meaning ascribed to such term in the Notes.


 


“Disclosure
Letter” means that certain letter delivered by the Company to the Purchasers simultaneously with the execution and delivery
of this Agreement.


 


“Disqualification
Event” shall have the meaning ascribed to such term in Section 3.1(nn).


 


“Equity Line
of Credit” shall have the meaning ascribed to such term in Section 4.23.


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(mm).


 


“Event of Default”
shall have the meaning ascribed to such term in the Note.


 


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


 


“Exempt Issuance”
means the issuance of (a) shares of Common Stock and options to officers, employees, directors or consultants of the Company issued
pursuant to plans approved by a majority of the stockholders and a majority of the independent members of the board of directors
of the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder (subject to adjustment
for forward and reverse stock splits and the like that occur after the date hereof) and/or other securities exercisable or exchangeable
for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities
and any term thereof have not been amended since the date of this Agreement to increase the number of such securities or to decrease
the issue price, exercise price, exchange price or conversion price of such securities and which securities and the principal terms
thereof are set forth on Schedule 3.1(g) of the Disclosure Letter, and described in the SEC Reports filed not later than
five (5) Business Days before the Closing Date, (c) full or partial consideration in connection with a strategic merger (including
a reverse merger), acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or
other entity which holders of such securities or debt are not at any time granted any registration rights but shall not include
a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary
business is investing in securities, and (d) securities in connection with strategic license agreements and other partnering arrangements
so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are
not at any time granted registration rights.


 


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


 


“Form 8-K” shall have the
meaning ascribed to such term in Section 4.6.


 


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


 






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“G&M”
shall mean Grushko & Mittman, P.C., with offices located at 515 Rockaway Avenue, Valley Stream, New York 11581, Fax: 212-697-3575.


 


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


 


“Initial Closing”
shall have the meaning ascribed to such term in Section 2.1.


 


“Initial Closing
Date” shall mean the date upon which the Initial Closing occurs.


 


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


 


“Investor Questionnaire”
means the form of Accredited Investor Questionnaire annexed hereto as Exhibit B.


 


“Issuer Covered
Person” shall have the meaning ascribed to such term in Section 3.1(nn).


 


“Legend Removal
Date” shall have the meaning ascribed to such term in Section 4.1(d).


 


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


 


“Majority in
Interest” shall have the meaning ascribed to such term in Section 5.5.


 


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


 


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


 


“Maximum Rate”
shall have the meaning ascribed to such term in Section 5.21.


 


“Money Laundering
Laws” shall have the meaning ascribed to such term in Section 3.1(r).


 


“Notes”
means the convertible notes issuable pursuant to this Agreement, in the form of Exhibit A hereto.


 


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


 


“Participation
Maximum” shall have the meaning ascribed to such term in Section 4.16(a).


 


“Permitted Indebtedness”
means (a) any liabilities for borrowed money or amounts owed not in excess of $50,000 in the aggregate (other than trade accounts
payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect
of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet
(or the notes thereto) not affecting more than $50,000 in the aggregate, except guaranties by endorsement of negotiable instruments
for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments
not in excess of $50,000 due under leases required to be capitalized in accordance with GAAP.


 






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“Permitted Lien”
means the individual and collective reference to the following: (A) Liens for taxes, assessments and other governmental charges
or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and
by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been
established in accordance with GAAP, (B) Liens imposed by law which were incurred in the ordinary course of the Company’s
business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other
similar Liens arising in the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate
materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business
of the Company and its consolidated Subsidiaries, or (y) are being contested in good faith by appropriate proceedings, which proceedings
have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien,
and (C) Liens incurred prior to or subsequent to the Closing Date in connection with: (1) any accounts receivable factoring arrangement,
(2) capital lease obligations and purchase money indebtedness incurred in connection with the acquisition of capital assets up
to the purchase price of such assets and lease obligations with respect to newly acquired or leased assets, and (3) any asset-backed
credit line or similar facility.


 


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


 


“Pre-Notice”
shall have the meaning ascribed to such term in Section 4.16(b).


 


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


 


“Pro-Rata Portion”
shall have the meaning ascribed to such term in Section 4.16(e).


 


“Public Information
Failure” shall have the meaning ascribed to such term in Section 4.3(b).


 


“Public Information
Failure Payments” shall have the meaning ascribed to such term in Section 4.3(b).


 


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


 


“Registration
Expenses” shall have the meaning ascribed to such term in Section 4.22.


 


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


 


“Required Minimum”
means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future
pursuant to the Transaction Documents, including any Underlying Shares issuable upon conversion in full of all Notes, ignoring
any conversion or exercise limits set forth therein.


 


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


 


“SEC Reports”
shall mean all reports, schedules, forms, statements and other documents filed by the Company under the Securities Act and the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof, including the
exhibits thereto and documents incorporated by reference therein.


 






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“Securities”
means the Notes and the Underlying Shares.


 


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


 


“Selling Expenses”
shall have the meaning ascribed to such term in Section 4.22.


 


“Short Sales”
means “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and all types of direct and indirect
stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis)
whether such transactions are made through U.S. or non-U.S. broker dealers or foreign regulated brokers. 


 


“Stock Option
Plans” means the Stock Option Plans of the Company in effect as the date of this Agreement, the principal terms of which
have been disclosed in the SEC Reports. 


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for the Notes at the rate of $1.00 for each $1.10
of Note Principal on a Closing Date as specified below such Purchaser’s name on the signature page of this Agreement and
next to the heading “Subscription Amount”, in United States dollars and in immediately available funds


 


“Subsequent
Closing” shall have the meaning ascribed to such term in Section 2.4.


 


“Subsequent
Closing Date” shall have the meaning ascribed to such term in Section 2.4.


 


“Subsequent
Closing Subscription Amount” shall have the meaning ascribed to such term in Section 2.5(a)(iii).


 


“Subsequent
Financing” shall have the meaning ascribed to such term in Section 4.16(a).


 


“Subsequent
Financing Notice” shall have the meaning ascribed to such term in Section 4.16(b).


 


“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a) of the Disclosure Letter and shall, where applicable
and with regard to future events, also include any direct or indirect subsidiary of the Company identified on the SEC Reports and
formed or acquired after the date hereof.


 


“Termination
Date” shall have the meaning ascribed to such term in Section 2.1.


 


“Trade
Secrets” shall have the meaning ascribed to such term in Section 3.1(o)(i)(5).


 


“Trading Day”
means a day on which the principal Trading Market is open for trading; provided, that in the event that the Common Stock is not
listed or quoted for trading on a Trading Market on the date in question, then Trading Day shall mean a Business Day.


 


“Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:
the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange,
the OTC Bulletin Board, the OTCQB or the OTCQX (or any successors to any of the foregoing).


 






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


 


“Transfer Agent”
means West Coast Stock Transfer, Inc., 721 N. Vulcan Avenue, Suite 205, Encinitas, CA 92024, and any successor transfer agent of
the Company.


 


“Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion of the Notes and issued and issuable in
lieu of the cash payment of interest on the Notes in accordance with the terms of the Notes and any other shares of Common Stock
issued or issuable to Purchaser in connection with or pursuant to the Securities or Transaction Documents.


 


“Unlegended
Shares” shall have the meaning ascribed to such term in Section 4.1(d).


 


“Variable Priced
Equity Linked Instruments” shall have the meaning ascribed to such term in Section 4.23.


 


“Variable Rate
Transaction” shall have the meaning ascribed to such term in Section 4.23.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if the Common Stock is not then listed or
quoted for trading on a Trading Market but is then reported on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc.
(or a similar organization or agency succeeding to its functions of reporting prices), the volume weighted average price of the
Common Stock on the first such facility (or a similar organization or agency succeeding to its functions of reporting prices),
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by a Majority in Interest and reasonably acceptable to the Company, the fees and expenses of which shall be paid
by the Company.


 


ARTICLE II.


PURCHASE AND SALE


 


2.1 Initial Closing.
On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,
agree to purchase, an aggregate of up to $550,000 principal amount of Notes representing $1.10 of note principal for each $1.00
of such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser as determined
pursuant to Section 2.2(a) (such purchase and sale being the “Initial Closing”. Each Purchaser shall deliver
to the Company such Purchaser’s Subscription Amount, and the Company shall deliver to each Purchaser its respective Note
as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section
2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Initial
Closing shall occur at the offices of G&M or such other location as the parties shall mutually agree. Notwithstanding anything
herein to the contrary, the Initial Closing Date shall occur on or before March 15, 2019 (“Termination Date”).
If the Initial Closing is not held on or before the Termination Date, the Company shall cause all subscription documents and funds
to be returned, without interest or deduction to each prospective Purchaser.


 






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2.2 Deliveries.


 


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


 


(i) this Agreement
duly executed by the Company;


 


(ii) a Note with a
principal amount equal to a $1.10 for each $1.00 of such Purchaser’s Subscription Amount registered in the name of such Purchaser;


 


(iii)
The Company shall have delivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its
Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 2.3(b);
and


 


(iv)
The Company shall have delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing
Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this
Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate
of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction
Documents and related documents on behalf of the Company.


 


(b) Following the delivery
by the Company of all items described in Section 2.2(a) above, on or prior to the Initial Closing Date, each Purchaser shall deliver
or cause to be delivered to the Company the following:


 


(i) this Agreement
duly executed by such Purchaser;


 


(ii) such Purchaser’s Subscription
Amount by wire transfer; and


 


(iii) Accredited Investor
Questionnaire duly executed by Purchaser.


 


2.3 Closing Conditions.


 


(a) The obligations of
the Company hereunder to effect the Initial Closing are subject to the following conditions being met:


 


(i) the accuracy in
all material respects on the Initial Closing Date of the representations and warranties of the Purchaser contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);


 


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


 


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


 






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(b) The respective obligations
of Purchaser hereunder to effect the Initial Closing, unless waived by Purchaser, are subject to the following conditions being
met:




 


(i) the accuracy in
all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein)
on the Initial Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date
therein in which case they shall be accurate as of such date);


 


(ii) all obligations,
covenants and agreements of the Company required to be performed at or prior to the Initial Closing Date shall have been performed;
including but not limited to having obtained the Required Approvals.


 


(iii) the Company shall
have received executed signature pages to this Agreement together with the Subscription Amount of $250,000 prior to the Initial
Closing;


 


(iv) the delivery by
the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(v) there shall have
been no Material Adverse Effect with respect to the Company since the date hereof; and


 


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


 


2.4 Subsequent Closing.
A Closing for an additional $250,000 of Subscription Amount will be held on the same terms and conditions as the Initial Closing
(“Subsequent Closing”).


 


2.5 Subsequent Closing
Deliveries.


 


(a) On or prior to
the Subsequent Closing, the Company shall deliver or cause to be delivered to the Purchaser the following:


 


(i) bring down officers’
certificate of the Company as to the obligations set forth in Section 2.6(b);


 


(ii) an Additional
Note in the principal amount equal to $1.10 of note principal for each $1.00 of such Purchaser’s Subsequent Closing Subscription
Amount registered in the name of such Purchaser with the Conversion Price therein equal to the Conversion Price then in effect
with respect to the Notes issued on the Initial Closing Date; and


 


(b) Following delivery
by the Company to Purchaser of the items described in Section 2.5(a) above, on or prior to the Subsequent Closing Date, Purchaser
shall deliver or cause to be delivered to the Company, Purchaser’s Subscription Amount by wire transfer.


 






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2.6 Subsequent Closing Conditions.


 


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



 


(i) the accuracy
in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein)
on the Subsequent Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific
date therein in which case they shall be accurate as of such date);


 


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


 


(iii) the delivery
by Purchaser of the items set forth in Section 2.5(b) of this Agreement;


 


(iv) the delivery by
the Company to Purchaser all items described in Section 2.5(a) above.


 


(b) The respective obligations
of the Purchaser hereunder in connection with the Subsequent Closing are subject to the following conditions being met:


 


(i) the
accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific
date therein in which case they shall be accurate as of such date);


 


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


 


(iii) the
delivery by the Company to the Purchaser of the items set forth in Section 2.5(a) of this Agreement;


 


(iv) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof;


 


(v) from
the date hereof to the Subsequent Closing Date, trading in securities in the United States generally as reported by Bloomberg L.P.
shall not have been suspended or limited, nor shall a banking moratorium have been declared either by the United States or New
York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the
reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Subsequent Closing;
and


 


(vi) there has not
occurred an Event of Default nor an event which with the giving of notice or the passage of time could be or become an Event of
Default.


 


2.7 Purchaser’s
Right To Terminate. Anything in any of the Transaction Documents to the contrary notwithstanding, each Purchaser has the right
to demand and receive back from the Company such Purchaser’s Subscription Amount at any time until a Closing takes place
in connection with such Subscription Amount.


 






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ARTICLE III.


REPRESENTATIONS AND WARRANTIES


 


3.1 Representations
and Warranties of the Company. Except as set forth in (i) the SEC Reports filed and publicly available prior to the date of
this Agreement and excluding any disclosures set forth therein to the extent they are cautionary, predictive or forward-looking
statements (including under the captions “Risk Factors” or “Forward-Looking Statements”) and excluding
the exhibits and schedules to such Company SEC Reports (it being understood that any disclosure in the Company SEC Reports shall
be deemed disclosed with respect to any section of this Article III only to the extent that it is referred to in such section)
and (ii) the Disclosure Letter, which Disclosure Letter shall be deemed a part hereof, the Company hereby makes the following representations
and warranties to each Purchaser as of the Closing Date:


 


(a) Subsidiaries. 
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) of the Disclosure Letter. The
Company owns, directly or indirectly, a majority of the capital stock or other equity interests of each Subsidiary free and clear
of any Liens, other than Permitted Liens, subject to restrictions under applicable laws, and all of the issued and outstanding
shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar
rights to subscribe for or purchase securities.


 


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


 


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


 






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


 


(e) Filings,
Consents and Approvals.  Except as disclosed on Schedule 3.1(e) of the Disclosure Letter, the Company is not required
to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court
or other provincial or foreign or domestic federal, state, local or other governmental authority or other Person in connection
with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required
pursuant to Section 4.4 of this Agreement, and (ii) the filing of a Form D with the Commission (collectively, the “Required
Approvals”).


 


(f) Issuance
of the Securities.  The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens other than restrictions
on transfer provided for in the Transaction Documents and Liens resulting from the activities of any Purchaser. The Company has
reserved from its duly authorized capital stock the maximum stated number of Conversion Shares issuable pursuant to this Agreement.


 


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


 






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(h) Form
8-K; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to
be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 12(g), 13(a) or 15(d) thereof,
for the six months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has
filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied
in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports,
when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
 The Form 8-K described in Section 4.4, upon its filing, will comply in all material respects with the requirements of the
Securities Act and the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The latest audited financial statements of the Company included in the SEC Reports
comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect
thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with United States
generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP and are subject to normal, immaterial, year-end audit adjustments, and fairly present
in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments.


 


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


 






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(j) Litigation. 
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
that would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect, nor to
the knowledge of the Company is there any reasonable basis for any such Action that would, if there were an unfavorable decision,
have or reasonably be expected to result in a Material Adverse Effect.  Neither the Company nor any Subsidiary, nor, to the
Company’s knowledge, any director or officer thereof, is or has been the subject of any Action involving a claim of violation
of or liability under Securities Laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company,
there is not pending or contemplated, any investigation by the Commission involving the Company or, to the knowledge of the Company,
any current or former director or officer of the Company, nor any current or former officer, director, control person, principal
shareholder, or creditor with respect to the relationship of any of the foregoing to the Company, nor to the knowledge of the Company
is there any reasonable basis for any of the foregoing. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities
Act.


 


(k) Labor
Relations.  No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or
any Subsidiary, is, or is now expected by the Company to be, in violation of any material term of any employment contract, confidentiality,
disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive
covenant in favor of any third party, which could reasonably be expected to result in a Material Adverse Effect and the continued
employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect
to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all applicable U.S. federal, state, local
and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages
and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.


 


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


 


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


 






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(n) Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by
them and good and marketable title in all personal property owned by them that is material to the business of the Company and the
Subsidiaries, in each case free and clear of all Liens, except for Permitted Liens. Any real property and facilities held under
lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company
and the Subsidiaries are in compliance, except where the non-compliance would not reasonably be expected to result in a Material
Adverse Effect.


 


(o) Intellectual Property.


 


(i) The term “Intellectual Property
Rights” includes:


 


		1.	the name of the Company, all fictional business names,
trading names, registered and unregistered trademarks, service marks, and applications (collectively, “Marks'');



 


		2.	all patents and patent applications (collectively, “Patents'');



 


		3.	all copyrights in both published works and unpublished
works (collectively, “Copyrights”);



 


		4.	all rights in mask works (collectively, “Rights
in Mask Works''); and



 


		5.	all know-how, trade secrets, confidential information,
customer lists, software, technical information, data, process technology, plans, drawings, and blue prints (collectively, “Trade
Secrets'');



 


owned, used,
or licensed by the Company as licensee or licensor.


 


(ii) Agreements.
The SEC Reports contain a complete and accurate list of all material contracts relating to the Company’s Intellectual Property
Rights to which the Company is a party or by which the Company is bound, except for any license implied by the sale of a product
and perpetual, paid-up licenses for commonly available software programs with a value of less than $10,000 under which the Company
is the licensee. There are no outstanding and, to the Company’s knowledge, no threatened disputes or disagreements with respect
to any such agreement.


 


(iii) Know-How Necessary
for the Business. To the Company’s knowledge: the Company’s Intellectual Property Rights are all those necessary
for the operation of the Company’s businesses as it is currently conducted or as represented, in writing, to the Purchasers
to be conducted. To the Company’s knowledge: the Company is the owner of all right, title, and interest in and to each of
the Intellectual Property Rights, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse
claims, and has the right to use all of the Intellectual Property Rights, subject in each case to Permitted Liens. To the Company’s
knowledge, no employee of the Company has entered into any contract that restricts or limits in any way the scope or type of work
in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work
to anyone other than of the Company.


 






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(iv) Know-How Necessary for the Business.
To the extent the Company owns any Patents: (A) the SEC Reports contain a complete and accurate list of all of the Company’s
Patents; (B) the Company is the owner of all right, title and interest in and to each of the Patents, free and clear of all
Liens and other adverse claims other than Permitted Liens; (C) all of the issued Patents are currently in compliance with formal
legal requirements (including payment of filing, examination, and maintenance fees and proofs of working or use), are valid and
enforceable, and, except as set forth on Schedule 3.1(o) of the Disclosure Letter, are not subject to any maintenance fees
or taxes or actions falling due within ninety days after the Closing Date; (D) no Patent has been or is now involved in any interference,
reissue, reexamination, or opposition proceeding; and (E) to the Company’s knowledge: (1) there is no potentially interfering
patent or patent application of any third party, and (2) no Patent is infringed or has been challenged or threatened in any way.
To the Company’s knowledge, none of the products manufactured and sold, nor any process or know-how used, by the Company
infringes or is alleged to infringe any patent or other proprietary right of any other Person.


 


(v) Trademarks. To the extent the
Company owns any Marks: (A) the SEC Reports contain a complete and accurate list and summary description of all Marks; (B) the
Company is the owner of all right, title, and interest in and to each of the Marks, free and clear of all Liens and other adverse
claims other than Permitted Liens; (C) all Marks that have been registered with the United States Patent and Trademark Office
are currently in compliance with all formal legal requirements (including the timely post-registration filing of affidavits of
use and incontestability and renewal applications), are valid and enforceable, and are not subject to any maintenance fees or taxes
or actions falling due within ninety days after the Closing Date; (D) except as set forth in Schedule 3.1(o) of the
Disclosure Letter, no Mark has been or is now involved in any opposition, invalidation, or cancellation and, to the Company’s
knowledge, no such action is threatened with respect to any of the Marks and (E) to the Company’s knowledge: (1) there
is no potentially interfering trademark or trademark application of any third party, and (2) no Mark is infringed or has been challenged
or threatened in any way. To the Company’s knowledge, none of the Marks used by the Company infringes or is alleged to infringe
any trade name, trademark, or service mark of any third party.


 


(vi) Copyrights.
To the extent the Company owns any Copyrights: (A) the SEC Reports contain a complete and accurate list of all Copyrights;
(B) the Company is the owner of all right, title, and interest in and to each of the Copyrights, free and clear of all Liens
and other adverse claims other than Permitted Liens; (C) except as set forth on Schedule 3.1(o) of the Disclosure Letter,
all the Copyrights have been registered and are currently in compliance with formal requirements, are valid and enforceable, and
are not subject to any maintenance fees or taxes or actions falling due within ninety days after the date of the Closing; (D) no
Copyright is infringed or, to the Company’s knowledge, has been challenged or threatened in any way; (E) to the Company’s
knowledge, none of the subject matter of any of the Copyrights infringes or is alleged to infringe any copyright of any third party
or is a derivative work based on the work of a third party; and (F) all works encompassed
by the Copyrights have been marked with the proper copyright notice.


 


(vii) Trade Secrets. With respect
to each Trade Secret of the Company, the documentation relating to such Trade Secret is current, accurate, and sufficient in detail
and content to identify and explain it and to allow its full and proper use without reliance on the knowledge or memory of any
individual. The Company has taken all reasonable precautions to protect the secrecy, confidentiality, and value of its Trade Secrets.
The Company has good title and an absolute (but not necessarily exclusive) right to use the Company’s Trade Secrets subject
to Permitted Liens. The Company’s Trade Secrets are not part of the public knowledge or literature, and, to the Company’s
knowledge, have not been used, divulged, or appropriated either for the benefit of any Person (other than the Company) or to the
detriment of the Company. Except as set forth on Schedule 3.1(o) of the Disclosure Letter, no Trade Secret of the Company
is subject to any adverse claim or has been challenged or threatened in any way.


 






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(p) Insurance.
The Company and the Subsidiaries are currently insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged.
A description of the principal terms of the Company’s directors and officers insurance policy and the name and contact information
for the issuer of such policy are set forth on Schedule 3.1(p) of the Disclosure Letter. Neither the Company nor any Subsidiary
believes that it will not be able to acquire insurance coverage at reasonable cost as may be necessary to continue its business.


 


(q) Transactions
With Affiliates and Employees.  Except as set forth in the SEC Reports, none of the officers or directors of the Company
or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party
to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case
in excess of $100,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses
incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan
of the Company except as disclosed on Schedule 3.1(g) of the Disclosure Letter.


 


(r) Money
Laundering.  The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge
of the Company or any Subsidiary, threatened, nor is there, to the knowledge of the Company or any Subsidiary, any reasonable basis
for any of the foregoing.


 


(s) Certain
Fees.  Except as set forth on Schedule 3.1(s), no brokerage, finder’s fees, commissions or due diligence
fees are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement
agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The
Purchasers shall have no obligation with respect to any such fees or with respect to any claims made by or on behalf of other Persons
for fees of a type contemplated in this Section 3.1(s) that may be due in connection with the transactions contemplated by the
Transaction Documents.


 


(t) Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, registration
under the Securities Act is not required for the offer and sale of the Securities by the Company to the Purchasers as contemplated
hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.


 


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


 


(v) Registration
Rights.  Except as set forth on Schedule 3.1(v) of the Disclosure Letter, and other than each of the Purchasers,
no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company
or any Subsidiary.


 






    16


     


    

 


(w) Listing
and Maintenance Requirements.  The Common Stock is quoted on the OTCQB maintained by OTC Markets Group, Inc. under the
symbol GRTD. Except as set forth on Schedule 3.1(w) of the Disclosure Letter or disclosed in the SEC Reports, the Company
has not, in the six (6) months preceding the date hereof, received notice from any Trading Market on which the Common Stock is
or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of
such Trading Market.


 


(x) Application
of Takeover Protections.  The Company’s Board of Directors has approved the Transaction Documents under Section
78 of the Nevada Revised Statutes of the State of Nevada (the “NRS”) in order to render the restrictions on
“business combinations” (as defined in Section 78 of the NRS) inapplicable to the execution, delivery or performance
of the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the
Purchasers’ ownership of the Securities.


 


(y) Disclosure. 
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel
with any information that it believes constitutes or might constitute material, non-public information.   The Company
understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities
of the Company.  All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and
its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Letter, taken
as a whole is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
For the avoidance of doubt, information disclosed in one section of the Disclosure Letter shall not be deemed disclosed in any
other section of the Disclosure Letter unless there is an explicit cross reference to such other section. The Company acknowledges
and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 3.2 hereof.


 


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


 


(aa) Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the
Company of the aggregate Subscription Amount from all the Purchasers: (i) the fair saleable value of the assets of the Company
and its Subsidiaries taken as a whole exceeds the amount that will be required to be paid on or in respect of the existing debts
and other liabilities (including known contingent liabilities) of the Company and its Subsidiaries as they mature, (ii) the assets
of the Company and its Subsidiaries do not constitute unreasonably small capital to carry on its business as now conducted and
as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business
conducted by the Company and its Subsidiaries consolidated and projected capital requirements and capital availability thereof,
and (iii) the current cash flow of the Company and its Subsidiaries together with the proceeds the Company would receive, were
they to liquidate all of their assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all
amounts on or in respect of their liabilities when such amounts are required to be paid.  The Company does not intend to incur
debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on
or in respect of its debt).  The Company has no knowledge of any facts or circumstances which lead it to believe that it will
file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the
Closing Date. The SEC Reports set forth all Liens and outstanding secured and unsecured Indebtedness of the Company or any Subsidiary,
or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”
means (x) any liabilities for borrowed money or amounts owed in excess of $250,000 (other than trade accounts payable incurred
in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness
of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto),
except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course
of business; and (z) the present value of any lease payments in excess of $250,000 due under leases required to be capitalized
in accordance with GAAP.  The Company is not in default with respect to any Indebtedness.


 






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(bb) Tax
Status.  Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all required United States federal, state
and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which
it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. Except
as disclosed on Schedule 3.1(bb) of the Disclosure Letter, there are no unpaid taxes in any material amount claimed to be
due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no reasonable basis
for any such claim.


 


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


 


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


 


(ee) Accountants. 
The Company’s accounting firm is set forth on Schedule 3.1(ee) of the Disclosure Letter of the Disclosure Letter.
To the knowledge and belief of the Company, such accounting firm is registered with the Public Company Accounting Oversight Board,
and shall express its opinion with respect to the financial statements to be included in the Company’s Annual Report for
the fiscal year ending December 31, 2018.


 


(ff) No Disagreements
with Accountants and Lawyers.  Except as set forth on Schedule 3.1(ff) of the Disclosure Letter, there are
no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the
accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed
to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of the
Transaction Documents.


 






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


 


(hh) Acknowledgment
Regarding Purchaser’s Trading Activity.  Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Section 4.20 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked
by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the
Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified
term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short
Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may
negatively impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties
in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short”
position in the Common Stock and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s
length counter-party in any “derivative” transaction.  The Company further understands and acknowledges that (y)
one or more Purchasers may engage in hedging activities in accordance with all applicable laws at various times during the period
that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders'
equity interests in the Company at and after the time that the hedging activities are being conducted.  The Company acknowledges
that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.


  


(ii) Regulation
M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of,
any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other
securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement
agent in connection with the placement of the Securities.


 


(jj) Stock
Option Plans. Except as set forth in the SEC Reports, as of the date hereof, no stock options have been granted, nor any commitments
made to grant stock options, under the Stock Option Plans, and neither the Company nor any Subsidiary has ever had an option plan,
other than the Stock Option Plans and other stock option plans which were described in the SEC Reports and are no longer in effect.
The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options
prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material
information regarding the Company or its Subsidiaries or their financial results or prospects.


 






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


 


(ll) Reporting Company/Shell
Company. The Company is a publicly-held company subject to reporting obligations pursuant to Section 12(b) of the Exchange
Act. Pursuant to the provisions of the Exchange Act. As of the Closing Date, the Company is not a “shell company” nor
“former shell company” as those terms are employed in Rule 144 under the Securities Act.


 


(mm) Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in material compliance with any and all applicable requirements
of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated
by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries
maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed
in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The
Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers
have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of
the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).
The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers
about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the
Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange
Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal
control over financial reporting of the Company and its Subsidiaries.


 


(nn) No Disqualification
Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none
of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating
in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated
on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the
Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer
Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to
(viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by
Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to
a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e),
and will furnish to the Purchasers a copy of any disclosures provided thereunder.


 






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3.2 Representations
and Warranties of the Purchasers.  Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants
as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):


 


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


 


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


 


(c) Purchaser
Status.  At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and it will be
either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities
Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is
not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Such Purchaser has the authority and is
duly and legally qualified to purchase and own the Securities. Such Purchaser is able to bear the risk of such investment for an
indefinite period and to afford a complete loss thereof. Such Purchaser has provided the information in the Accredited Investor
Questionnaire attached hereto as Exhibit B (the “Investor Questionnaire”). The information set forth
on the signature pages hereto and the Investor Questionnaire regarding such Purchaser is true and complete in all respects. Except
as disclosed in the Investor Questionnaire, such Purchaser has had no position, office or other material relationship within the
past three years with the Company or Persons (as defined below) known to such Purchaser to be affiliates of the Company, and is
not a member of the Financial Industry Regulatory Authority or an “associated person” (as such term is defined under
the FINRA Membership and Registration Rules Section 1011).


 






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


 


(e) Information
on Company. Such Purchaser has been furnished with or has had access to the EDGAR Website of the Commission to the Company’s
filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth
business day preceding the Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the
Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission for the fiscal year ended December
31, 2017 (hereinafter referred to collectively as the “SEC Reports”).  Purchasers are not deemed to
have any knowledge of any information not included in the Reports unless such information is delivered in the manner described
in the next sentence.  In addition, such Purchaser may have received in writing from the Company such other information
concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN
INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors
such Purchaser deems material in deciding on the advisability of investing in the Securities.  Such Purchaser was afforded
(i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of
the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company
and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser
to evaluate the Securities; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire
without unreasonable effort or expense that is necessary to make an informed investment decision with respect to acquiring the
Securities.


 


(f) Certain
Transactions and Confidentiality.  Such Purchaser understands and agrees that the Securities have not been registered
under the Securities Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require
registration under the Securities Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered
under the Securities Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands
and agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the
truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of such Purchaser to acquire the Securities.


 


(g) Communication
of Offer. Such Purchaser is not purchasing the Securities as a result of any “general solicitation” or “general
advertising,” as such terms are defined in Regulation D, which includes, but is not limited to, any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the internet
or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.


 


(h) No Governmental
Review. Such Purchaser understands that no United States federal or state agency or any other governmental or state agency
has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the Securities nor
have such authorities passed upon or endorsed the merits of the offering of the Securities.


 






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(i) No Conflicts.
The execution, delivery and performance of this Agreement and performance under the other Transaction Documents and the consummation
by such Purchaser of the transactions contemplated hereby and thereby or relating hereto or thereto do not and will not (i) result
in a violation of such Purchaser’s charter documents, bylaws or other organizational documents, if applicable, (ii) conflict
with nor constitute a default (or an event which with notice or lapse of time or both would become a default) under any agreement
to which such Purchaser is a party, nor (iii) result in a violation of any law, rule, or regulation, or any order, judgment or
decree of any court or governmental agency applicable to such Purchaser or its properties (except for such conflicts, defaults
and violations as would not, individually or in the aggregate, have a material adverse effect on such Purchaser). Such Purchaser
is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental
agency in order for it to execute, deliver or perform any of its obligations under this Agreement or perform under the other Transaction
Documents nor to purchase the Securities in accordance with the terms hereof, provided that for purposes of the representation
made in this sentence, such Purchaser is assuming and relying upon the accuracy of the relevant representations and agreements
of the Company herein.


 


(j) Certain Transactions
and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly,
nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including
Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received
a written term sheet of the Offering from the Company setting forth the material terms of the transactions contemplated hereunder
and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio
managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s
assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager
that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this
Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained
herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability
of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions after the Closing Date.


 


(k) Pre-Existing Relationships.
The Purchaser represents and warrants that: (i) the Purchaser has a prior substantial pre-existing relationship with the Company,
the Purchaser is not investing in the Offering in connection with or as a result of any registration statement on Form S-1, filed
with the SEC by the Company   and (ii) no Securities were offered or sold to it by means of any form of general solicitation
or general advertising, and in connection therewith, the Purchaser did not (A) receive or review any advertisement, article, notice
or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed
circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited
by any general solicitation or general advertising; or (C) observe any website or filing of the Company with the SEC in which any
offering of securities by the Company was described and as a result learned of any offering of securities by the Company.


 


(l) Survival.
The foregoing representations and warranties shall survive the Closing Date.


 


The Company acknowledges
and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s right to
rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained
in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transaction contemplated hereby.


 






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ARTICLE IV.


OTHER AGREEMENTS OF THE PARTIES


 


4.1 Transfer Restrictions.


 


(a) The Securities
may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other
than: (i) pursuant to an effective registration statement, (ii) pursuant to Rule 144, (iii) a transfer to the Company, (iv) a transfer
to an Affiliate of a Purchaser, or (v) in connection with a pledge as contemplated in Section 4.1(b), the Company may require the
transferor thereof to provide to the Company, at the Company’s expense, an opinion of counsel selected by the transferor
and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company,
to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition
of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights
Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the other Transaction Documents.


 


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


 


[NEITHER] THIS SECURITY [NOR
THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS
SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


(c) Pledge.
The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with
a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an
Accredited Investor and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement,
such Purchaser may transfer pledge or secure Securities to the pledgees or secured parties. Such a pledge or transfer would not
be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required
in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the
Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request
in connection with a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant to
a registration rights agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the
Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.


 






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(d) Legend Removal.
Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”) (including
the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective
under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares
are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information
required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is
not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued
by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after
the effective date of a registration statement if required by the Transfer Agent to effect the removal of the legend hereunder.
If all or any Notes are converted at a time when there is an effective registration statement to cover the resale of the Underlying
Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements
of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying
Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under
this Section 4.1(d), it will, no later than two (2) Trading Days following the delivery by a Purchaser to the Company or the Transfer
Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such second Trading Day,
the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such
shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions
to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Certificates for Underlying Shares
subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the
Purchaser’s prime broker with the Depository Trust Company System as directed by Purchaser.


 


(e) Legend Removal
Default. In addition to Purchaser’s other available remedies, provided the conditions for legend removal set forth in
Section 4.1(d) exist, the Company shall pay to Purchaser, in cash, as partial liquidated damages and not as a penalty, for each
$1,000 of Underlying Shares (based on the higher of the actual purchase price or VWAP of the Common Stock on the date such Securities
are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(d), $10 per Trading
Day for each Trading Day after the Legend Removal Date (increasing to $20 per Trading Day after the fifth Trading Day) until such
certificate is delivered without a legend. Nothing herein shall limit Purchaser’s right to pursue actual damages for the
Company’s failure to deliver certificates representing any Securities as required by the Transaction Documents, and Purchaser
shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief.


 


(f) DWAC. In
lieu of delivering physical certificates representing the Unlegended Shares, upon request of Purchaser, so long as the certificates
therefor do not bear a legend and the Purchaser is not obligated to return such certificate for the placement of a legend thereon,
the Company shall cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Purchaser’s
prime broker with the Depository Trust Company through its Deposit Withdrawal At Custodian system, provided that the Company’s
Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system.
Such delivery must be made on or before the Legend Removal Date.


 






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(g) Injunction.
In the event Purchaser shall request delivery of Unlegended Shares as described in this Section 4.1 and the Company is required
to deliver such Unlegended Shares, the Company may not refuse to deliver Unlegended Shares based on any claim that such Purchaser
or anyone associated or affiliated with Purchaser has not complied with Purchaser’s obligations under the Transaction Documents,
or for any other reason, unless, an injunction or temporary restraining order from a court, on notice, restraining and or enjoining
delivery of such Unlegended Shares shall have been sought and obtained by the Company and the Company has posted a surety bond
for the benefit of Purchaser in the amount of the greater of (i) 120% of the amount of the aggregate purchase price of the Underlying
Shares to be subject to the injunction or temporary restraining order, or (ii) the VWAP of the Common Stock on the trading day
before the issue date of the injunction multiplied by the number of Unlegended Shares to be subject to the injunction, which bond
shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable
to Purchaser to the extent Purchaser obtains judgment in Purchaser’s favor.


 


(h) Buy-In.
In addition to any other rights available to Purchaser, if the Company fails to deliver to a Purchaser Unlegended Shares as required
pursuant to this Agreement and after the Legend Removal Date the Purchaser, or a broker on the Purchaser’s behalf, purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of the
shares of Common Stock which the Purchaser was entitled to receive in unlegended form from the Company (a “Buy-In”),
then the Company shall promptly pay in cash to the Purchaser (in addition to any remedies available to or elected by the Purchaser)
the amount, if any, by which (A) the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares
of Common Stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company for
reissuance as Unlegended Shares together with interest thereon at a rate of 15% per annum accruing until such amount and any accrued
interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Purchaser
purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase
price of Underlying Shares delivered to the Company for reissuance as Unlegended Shares, the Company shall be required to pay the
Purchaser $1,000, plus interest, if any. The Purchaser shall provide the Company written notice indicating the amounts payable
to the Purchaser in respect of the Buy-In.


 


4.2 Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares
of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations
under the Transaction Documents, including, without limitation, its obligation to issue the Underlying Shares pursuant to the Transaction
Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless
of the effect of any such dilution or any claim the Company may have against Purchaser and regardless of the dilutive effect that
such issuance may have on the ownership of the other stockholders of the Company.


 


4.3 Furnishing of Information;
Public Information.


 


(a) Until
no Purchaser owns Securities, the Company covenants to file all periodic reports with the Commission pursuant to Section 15(d)
of the Exchange Act and maintains the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act, after
such time as the Company initially becomes subject to such requirements, and to timely file (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to
the Exchange Act and timely file all reports that would be required to be filed by an issuer subject to Section 12(b) or 12(g)
of the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.


 






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(b) At any
time commencing on the Closing Date and ending at such time that all of the Securities may be sold without the requirement for
the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the
Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information
Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to Purchaser, in cash,
as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities,
an amount in cash equal to two percent (2.0%) of the aggregate principal amount of Notes and accrued interest held by such Purchaser
on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days)
thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information
is no longer required for the Purchasers to transfer the Underlying Shares pursuant to Rule 144. The payments to which a Purchaser
shall be entitled pursuant to this Section 4.2(b) are referred to herein as “Public Information Failure Payments.”
Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public
Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public
Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner,
such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until
paid in full. Nothing herein shall limit Purchaser’s right to pursue actual damages for the Public Information Failure, and
Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief.


 


4.4 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require
the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the
Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior
to the closing of such other transaction or to effectuate such other transaction unless shareholder approval is obtained before
the earlier of the closing of such subsequent transaction or effectuation of such other transaction.


 


4.5 Conversion and
Exercise Procedures. The form of Notice of Conversion included in the Notes set forth the totality of the procedures required
of the Purchaser in order to convert the Notes. No additional legal opinion, other information or instructions shall be required
of the Purchaser to convert their Notes. The Company shall honor conversions of the Notes and shall deliver Underlying Shares in
accordance with the terms, conditions and time periods set forth in the Transaction Documents.


 


4.6 Securities Laws
Disclosure; Publicity. The Company shall file a Current Report on Form 8-K including the Transaction Documents as exhibits
thereto within the time period required by the Exchange Act. From and after the issuance of such press release and Form 8-K, the
Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any
of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents
in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with
each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor
any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the
Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any
press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required
by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or
communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the
name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market unless the name of such Purchaser
is already included in the body of the Transaction Documents, without the prior written consent of such Purchaser, except: (a)
as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b)
to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers
with prior notice of such disclosure permitted under this clause (b).


 






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4.7 Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that Purchaser
is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that Purchaser
could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction
Documents or under any other agreement between the Company and the Purchaser.


 


4.8 Non-Public Information.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
covenants and agrees that neither it, nor any other Person acting on its behalf, will provide Purchaser or its agents or counsel
with any information that the Company believes constitutes material non-public information, unless prior thereto Purchaser shall
have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands
and confirms that Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.


 


4.9 Use of Proceeds.
The Company shall use the net proceeds from the sale of the Offering hereunder for the purposes set forth on Schedule 4.9
of the Disclosure Letter. The Company shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s
debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for
the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation (except for
payments pursuant to settlement agreements entered into prior to the date hereof and disclosed in the SEC Reports or in the Disclosure
Letter), or (d) in violation of the law, including FCPA or OFAC.


 


4.10 Indemnification
of Purchasers. Subject to the provisions of this Section 4.10, the Company will indemnify and hold Purchaser and its directors,
officers, shareholders, 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 Purchaser (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
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 persons (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 that any such Purchaser
Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or
agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against Purchaser
Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate
of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action
is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents
or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser
Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful
misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought
pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right
to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party
shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically
authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and
to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue
between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for
the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party
under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which
shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability
is attributable to any Purchaser Party’s breach of its representations, warranties or covenants under the Transaction Documents.
The indemnification required by this Section 4.10 shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be
in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the
Company may be subject to pursuant to law.


 






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4.11 Reservation
and Listing of Securities. As of the date hereof, the Company has reserved for each Purchaser and the Company shall continue
to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for each Purchaser
for the purpose of enabling the Company to issue the Underlying Shares issuable upon complete conversion of the Notes issued pursuant
to this Agreement (such amount being the “Required Minimum”). If, on any date, the number of authorized but
unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date (an “Authorized
Share Failure”), then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate
of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such
time, as soon as possible and in any event not later than the 90th day after such date. Without limiting the generality of the
foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later
than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders
for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company
shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders'
approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders
that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is
able to obtain the written consent of a majority of the shares of its issued and outstanding Common Stock to approve the increase
in the number of authorized shares of Common Stock without soliciting its stockholders, the Company may satisfy this obligation
by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C.


 


4.12 Listing
of Common Stock. The Company hereby agrees to use commercially reasonable efforts to maintain the listing or quotation of
the Common Stock on the Trading Market on which it is currently listed, and prior to the Closing, the Company shall apply to
list or quote all of the Conversion Shares on such Trading Market and use commercially reasonable efforts to secure the
listing of all of the Conversion Shares on such Trading Market. The Company further agrees, if the Company applies to have
the Common Stock traded on any other Trading Market, it will then include in such application all of the Conversion Shares
and will take such other action as is necessary to cause all of the Conversion Shares to be listed or quoted on such other
Trading Market as promptly as possible. The Company will then use commercially reasonable efforts to continue the listing or
quotation and trading of its Common Stock on a Trading Market until the later of (i) the five year anniversary of the Closing
Date, and (ii) the date no Shares are outstanding (the “Protection Period”), and will comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market until such
later date.


 






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4.13 Reimbursement.
If any Purchaser becomes involved in any capacity in any Proceeding by or against any Person who is a stockholder of the Company
(except as a result of sales, pledges, margin sales and similar transactions by such Purchaser to or with any current stockholder),
solely as a result of such Purchaser’s acquisition of the Securities under this Agreement, the Company will reimburse such
Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and travel in connection
therewith) incurred in connection therewith, as such expenses are incurred. The reimbursement obligations of the Company under
this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and
conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners,
directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and
shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the
Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates,
partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims
on behalf of or in right of the Company solely as a result of acquiring the Securities under this Agreement.


 


4.14 Equal
Treatment of Purchasers.  No consideration (including any modification of any Transaction Document) shall be offered or
paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless
the same consideration is also offered to all of the Purchasers that are parties to such Transaction Document. For clarification
purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each
Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers
acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.


 


4.15 Certain Transactions
and Confidentiality. Purchaser covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding
with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period
commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are
first publicly announced pursuant to a press release or Form 8-K as described in Section 4.6.  Purchaser covenants that until
such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to a press release
or Form 8-K as described in Section 4.6, such Purchaser will maintain the confidentiality of the existence and terms of this transaction
and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding
anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes
any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company
after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to a press release or
Form 8-K as described in Section 4.6, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any
securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated
by this Agreement are first publicly announced pursuant to a press release or Form 8-K, and (iii) no Purchaser shall have any duty
of confidentiality to the Company or its Subsidiaries after the filing of the Form 8-K.  Notwithstanding the foregoing, in
the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions
of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio
managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to
the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by
this Agreement.


 






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4.16 Participation
in Future Financing.


 


(a) From the
date hereof through the thirty-six (36) month anniversary of the Closing Date, upon any proposed issuance by the Company or any
of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of cash consideration
and Indebtedness, other than (i) a rights offering to all holders of Common Stock, or (ii) an Exempt Issuance, (a “Subsequent
Financing”), each Purchaser that still owns outstanding Securities shall have the right to participate in the Subsequent
Financing up to an amount equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same
terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public
offering, in which case the Company shall offer each Purchaser the right to participate in such public offering when it is lawful
for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering.


 


(b) At least
seven (7) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written
notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser
if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”).
Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall
promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The
requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public
information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing,
the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing
is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.


 


(c) Any Purchaser
desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New
York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser
is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and
warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent
Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser
shall be deemed to have notified the Company that it does not elect to participate.


 


(d) If by 5:30
p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchasers have received the Pre-Notice,
notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to
participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may affect the remaining
portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.


 


(e) If by 5:30
p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the
Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount
of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the
Participation Maximum.  “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Notes purchased
hereunder by a Purchaser participating under this Section 4.16 and (y) the sum of the aggregate Subscription Amounts of Securities
purchased hereunder by all Purchasers participating under this Section 4.16.


 






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(f) The Company
must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation
set forth above in this Section 4.16, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated
for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the
initial Subsequent Financing Notice.


 


(g)
The Company and each Purchaser agree that if any Purchaser elects to participate in the Subsequent Financing, the transaction
documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required
to agree to any restrictions on trading as to any of the Securities purchased hereunder (for avoidance of doubt, the securities
purchased in the Subsequent Financing shall not be considered securities purchased hereunder) or be required to consent to any
amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the
prior written consent of such Purchaser.


 


(h) Notwithstanding anything
to the contrary in this Section 4.16 and unless otherwise agreed to by such Purchaser, the Company shall either confirm in writing
to such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its
intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Purchaser will not
be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent
Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent
Financing has been made, and no notice regarding the abandonment of such transaction has been received by such Purchaser, such
transaction shall be deemed to have been abandoned and such Purchaser shall not be deemed to be in possession of any material,
non-public information with respect to the Company or any of its Subsidiaries.


 


4.17 Preservation
of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises
in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which
such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might
reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.


 


4.18 DTC Program. At all times that
the shares are outstanding, the Company will employ as the transfer agent for the Common Stock a participant in the Depository
Trust Company Automated Securities Transfer Program and cause the Common Stock to be transferable pursuant to such program.


 


4.19 Form D; Blue Sky Filings. 
The Company agrees to timely file a Form D with respect to the sale of the Securities by the Company under this Agreement as required
under Regulation D. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain
an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under applicable securities or “Blue
Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.


 


4.20 Maintenance of Property. The
Company shall keep all of its property, which is necessary or useful to the conduct of its business, in good working order and
condition, ordinary wear and tear excepted.


 






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4.21 Certain Transactions and Confidentiality.
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its
behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s
securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated
by this Agreement are first publicly disclosed or required to be disclosed, whichever occurs first, in the Form 8-K described in
Section 4.6.  Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions
contemplated by this Agreement are publicly disclosed or required to be publicly disclosed, whichever occurs first, by the Company
in such Form 8-K, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information
included in the Transaction Documents and the Disclosure Letter. Notwithstanding the foregoing, and notwithstanding anything contained
in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation,
warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that
the transactions contemplated by this Agreement are required to be disclosed in the Form 8-K described in Section 4.6, (ii) no
Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with
applicable Securities Laws from and after the time that the transactions contemplated by this Agreement are first disclosed or
required to be disclosed, whichever occurs first, in the Form 8-K described in Section 4.6, and (iii) no Purchaser shall have any
duty of confidentiality to the Company or its Subsidiaries after the filing of such Form 8-K or after the date such Form 8-K is
required to have been filed, whichever occurs first.  Notwithstanding the foregoing, in the case of a Purchaser that is a
multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets
and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions
of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by
the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.


 


4.22 Piggyback Registration Rights.
If at any time after the Closing Date there is not an effective registration statement covering all of the Underlying Shares and
the Company determines to prepare and file with the Commission a registration statement relating to an offering for its own account
or the account of others under the Securities Act of any of its equity securities, but excluding Forms S-4 or S-8 and similar forms
which do not permit such registration, then the Company shall send to each holder of any of the Securities written notice of such
determination and, if within ten (10) business days after receipt of such notice, any such holder shall so request in writing,
the Company shall include in such registration statement all or any part of the Underlying Shares such holder requests to be registered
and which inclusion of such Underlying Shares will be subject to customary underwriter cutbacks applicable to all holders of registration
rights and minimum cutbacks in accordance with guidance provided by the Commission (including, but not limited to, Rule 415). The
obligations of the Company under this Section may be waived by any holder of any of the Securities entitled to registration rights
under this Section 4.22. The holders whose Underlying Shares are included or required to be included in such registration statement
are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included
in such registration statement. In no event shall the liability of any holder of Securities or permitted successor in connection
with any Underlying Shares included in any such registration statement be greater in amount than the dollar amount of the net proceeds
actually received by such holder upon the sale of the Underlying Shares sold pursuant to such registration or such lesser amount
in proportion to all other holders of securities included in such registration statement. All expenses incurred by the Company
in complying with Section 4.22, including, without limitation, all registration and filing fees, printing expenses (if required),
fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel
fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the FINRA, transfer taxes,
and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and
selling commissions applicable to the sale of Registrable Securities and legal expenses of such holders are called "Selling
Expenses." The Company will pay all Registration Expenses in connection with the registration statement under Section
4.22. Selling Expenses in connection with each registration statement under Section 4.22 shall be borne by the holder and will
be apportioned among such holders in proportion to the number of shares included therein for a holder relative to all the securities
included therein for all selling holders, or as all holders may agree. It shall be a condition precedent to the obligations of
the Company to complete the registration pursuant to this Agreement with respect to the Underlying Shares of a particular holder
that such holder shall furnish to the Company in writing such information and representation letters, including a completed form
of a securityholder questionnaire, with respect to itself and the proposed distribution by it as the Company may reasonably request
to assure compliance with federal and applicable state securities laws.


 






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4.23 Subsequent
Equity Sales. From the date hereof until the end of the Protection Period, the Company and its Subsidiaries will not, without
the consent of the Purchasers, enter into any Equity Line of Credit or similar agreement, issue or agree to issue Variable Priced
Equity Linked Instruments nor issue or agree to issue any of the foregoing or equity with price reset rights (subject to adjustment
for stock splits, distributions, dividends, recapitalizations and the like) (collectively, a “Variable Rate Transaction”).
For purposes hereof, “Equity Line of Credit” shall include any transaction involving a written agreement between
the Company, its Subsidiaries and an investor or underwriter whereby the Company or its Subsidiaries has the right to “put”
its securities to the investor or underwriter over an agreed period of time and at an agreed price or price formula, and “Variable
Priced Equity Linked Instruments” shall include: (A) any debt or equity securities which are convertible into, exercisable
or exchangeable for, or carry the right to receive additional shares of Common Stock or Common Stock Equivalents or any of the
foregoing at a price that can be reduced either (1) at any conversion, exercise or exchange rate or other price that is based upon
and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or
equity security, or (2) with a fixed conversion, exercise or exchange price that is subject to being reset at some future date
at any time after the initial issuance of such debt or equity security due to a change in the market price of the Company’s
or its Subsidiaries’ Common Stock since date of initial issuance or upon the issuance of any debt, equity or Common Stock
Equivalent unless such adjustment is calculated pursuant to a standard weighted average formula, and (B) any amortizing convertible
security which amortizes prior to its maturity date, where the Company or its Subsidiaries is required or has the option to (or
any investor in such transaction has the option to require the Company or its Subsidiaries to make such amortization payments in
shares of Common Stock which are valued at a price that is based upon and/or varies with the trading prices of or quotations for
Common Stock at any time after the initial issuance of such debt or equity security (whether or not such payments in stock are
subject to certain equity conditions). For purposes of determining the total consideration for a convertible instrument (including
a right to purchase equity of the Company or its Subsidiaries) issued, subject to an original issue or similar discount or which
principal amount is directly or indirectly increased after issuance, the consideration will be deemed to be the actual net cash
amount received by the Company in consideration of the original issuance of such convertible instrument.


 


4.24 Indebtedness.
For so long as the Notes are outstanding, and except for Exempt Issuances, the Company will not incur any Indebtedness without
the consent of the holders of a Majority in Interest of the then outstanding Notes.


 


4.25 Most Favored
Nation Provision. From the date hereof and for so long as a Purchaser holds any Securities, in the event that the Company issues
or sells any Common Stock or Common Stock Equivalents, if a Purchaser then holding outstanding Securities reasonably believes that
any of the terms and conditions appurtenant to such issuance or sale are more favorable to such investors than are the terms and
conditions granted to the Purchasers hereunder, upon notice to the Company by such Purchaser within five (5) Trading Days after
disclosure of such issuance or sale, the Company shall amend the terms of this transaction as to such Purchaser only so as to give
such Purchaser the benefit of such more favorable terms or conditions. This Section 4.25 shall not apply with respect to an Exempt
Issuance. The Company shall provide each Purchaser with notice of any such issuance or sale not later than ten (10) Trading Days
before such issuance or sale.


 


4.26 Seniority.
Except as pursuant to the terms of this Agreement, until the Notes are no longer outstanding, the Company shall not issue any securities
which would give the holder thereof directly or indirectly, any right to payment pari passu to or superior to any right of the
Purchaser as holder of the Notes.


 






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4.27 Waiver of Conflict.
Each party acknowledges it is entitled to seek the advice of independent counsel of its own
choice with respect to the Transaction Documents.  Each party understands that it is not possible for a single law firm to
represent each party in connection with the Transaction Documents in the same aggressive manner as would two separate and independent
law firms, and by giving the consent herein, each party, in effect, is waiving that kind of zealous representation of its individual
and conflicting interests in connection with the Transaction Documents. Each party, for itself and its affiliates, hereby
confirms that it has waived, and continues to waive, any claim that the work performed by G&M in connection with the preparation
of the Transaction Documents (or any matter arising thereunder) and representation of the Company and Purchasers represents
a conflict of interest on the part of G&M. Each party, for itself and for its affiliates, knowingly waives any claim of
conflict of interest by G&M based on any other past, current and future representations of the Company and Purchasers. 
Each party, for itself and for its affiliates, confirms that G&M may continue to act for the Company and/or the Purchasers
or any of their respective affiliates with respect to all matters. It is further understood and agreed that G&M may freely
convey necessary information regarding the Transaction Documents provided to G&M by either party to the other party, and
that there will be no secrets kept from either party regarding the Transaction Documents unless such party expressly agrees to
the contrary. Each party, for itself and for its affiliates acknowledges that G&M has been relying, and continues to rely,
explicitly on the foregoing provisions in providing services relating to the Transaction Documents and any other past, current
or future representations of the Purchasers and/or the Company.


 


ARTICLE V.


MISCELLANEOUS


 


5.1 Termination. 
This Agreement may be terminated by Purchaser, as to Purchaser’s obligations hereunder by written notice to the Company,
if the Initial Closing has not been consummated on or before March 15, 2019; provided, however, that such termination
will not affect the right of any party to sue for any breach by any other party (or parties).


 


5.2 Fees and Expenses.
At the Initial Closing, the Company has agreed to pay G&M for the legal fees in connection with the Initial Closing in the
amount of $3,500. Except as expressly set forth in the Transaction Documents and on Schedule 3.1(s), each party shall pay
the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all
Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered
by the Company and any conversion or exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in
connection with the delivery of any Securities to the Purchasers.


 


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


 






    35


     


    

 


5.4 Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, facsimile, or electronic mail, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received), or (b) upon receipt, when sent by electronic mail (provided confirmation
of transmission is electronically generated and keep on file by the sending party), or (c) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be: (i) if to the Company, to: Gratitude Health, Inc.,
11231 US Highway 1, Suite 200, North Palm Beach, FL 33408, Attn: Roy Warren, Chief Executive Officer, e-mail: roy@organicgratitude.com,
and (ii) if to the Purchasers, to: the addresses and fax numbers indicated on the signature pages hereto, with a copy by fax only
to (which shall not constitute notice): Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, Attn:
Barbara R. Mittman, Esq., facsimile: (212) 697-3575.


 


5.5 Amendments;
Waivers.  No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and the Purchasers holding at least a majority in interest (“Majority
in Interest”) of the component of the affected Securities then outstanding or, in the case of a waiver, by the party against
whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement
of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of
any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder
in any manner impair the exercise of any such right. As employed herein, “consent” shall mean consent of the holders
of the majority of the then outstanding effected component of the Securities on the date such consent is requested or required.


 


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


 


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


 


5.8 No Third-Party
Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth
in Section 4.7.


 






    36


     


    

 


5.9 Governing Law. 
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense
of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be
deemed to limit in any way any right to serve process in any other manner permitted by law.  If either party shall commence
an action or proceeding to enforce any provisions of the Transaction Documents, then in addition to the obligations of the Company
under Section 4.7, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action
or proceeding.


 


5.10 Survival. 
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities at the Closings
for the applicable statute of limitations.


 


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


 


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


 


5.13 Rescission
and Withdrawal Right.  Notwithstanding anything to the contrary contained in (and without limiting any similar provisions
of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand
or election in whole or in part without prejudice to its future actions and rights; the applicable Purchaser shall be required
to return any shares of Common Stock subject to any such rescinded exercise notice concurrently with the return to such Purchaser
of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire
such shares.


 


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


 






    37


     


    

 


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


 


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


 


5.17 Independent
Nature of Purchasers’ Obligations and Rights.  The obligations of each Purchaser under any Transaction Document
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the
performance or non-performance of the obligations of any other Purchaser under any Transaction Document.  Nothing contained
herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereof or thereto, shall be deemed to
constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated
by the Transaction Documents.  Each Purchaser shall be entitled to independently protect and enforce its rights, including,
without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary
for any other Purchaser to be joined as an additional party in any proceeding for such purpose.  Each Purchaser has been represented
by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience
only, each Purchaser and its respective counsel have chosen to communicate with the Company through G&M.  G&M does
not represent all of the Purchasers.  The Company has elected to provide all Purchasers with the same terms and Transaction
Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. 
It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is
between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among
the Purchasers. No Purchaser shall act in concert, as a group, or together with any other Purchaser with regard to any vote of
the stockholders of the Company.


 


5.18 Liquidated
Damages.  The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other
amounts due thereunder have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated
damages or other amounts are due and payable shall have been canceled.


 


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


 






    38


     


    

 


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


 


5.21 Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and
will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any
time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Purchaser in order to enforce
any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction
Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments
in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”),
and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated
with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such
Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents
is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract
rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the Closing Date thereof
forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the
Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction Documents, such
excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company,
the manner of handling such excess to be at such Purchaser’s election.


 


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


 


5.23 Equitable Adjustment.
Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably adjusted (but
without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement. 


 


(Signature Pages Follow)


 




    39


     


    

 


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


 


	GRATITUDE HEALTH, INC.	 	
        Address for Notice:

	 	 	 
	 	 	
        11231 US Highway 1, Suite 200

        North Palm Beach, FL 33408

        E-mail: roy@ organicgratitude.com

	 	 	 
	By: 	
        
	 	 
	Name:	Roy Warren	 	 
	Title: 	Chief Executive Officer	 	 
	 	 	 
	With a copy to (which shall not constitute notice):	 	 
	 	 	 
	
        Grushko & Mittman, P.C.

        515 Rockaway Avenue

        Valley Stream, New York 11581

        Attn: Barbara R. Mittman, Esq.

        Fax: (212) 697-3575
	 	 


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




    40


     


    

 


[PURCHASER
SIGNATURE PAGE TO GRATITUDE HEALTH, INC.


SECURITIES
PURCHASE AGREEMENT]


 


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


 


Name of Purchaser: __________ALPHA CAPITAL ANSTALT_______________________________


 


Address of Purchaser: Lettstrasse 32, 9490 Vaduz, Liechtenstein,
Fax: 011-423-2323196__________


 


Signature of Authorized Signatory of Purchaser: __________________________________________


 


Name of Authorized Signatory: _________Konrad Ackermann_______________________________


 


Title of Authorized Signatory: ________Director__________________________________________


 


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


 


c/o LH Financial Services Corp.


510 Madison Avenue, 14th Floor


New York, NY 10022


 


Aggregate Initial Closing Subscription Amount: US$________________


 


Initial Closing Cash: US$_______________


 


Initial Closing Note principal amount: ___________________


 


Aggregate Subsequent Closing Subscription Amount: US$________________


 


Subsequent Closing Cash: US$_______________


 


Subsequent Closing Note principal amount: ___________________


 


EIN Number, if applicable, will be provided under separate cover.


 


Date: ___________________________


 


[SIGNATURE PAGES CONTINUE]


 




    41


     


    

 


EXHIBITS AND SCHEDULES


 


Exhibit A Form of Note


Exhibit B Form of Investor Questionnaire


 


Schedule 3.1(a)


Schedule 3.1(e)


Schedule 3.1(g)


Schedule 3.1(i)


Schedule 3.1(o)


Schedule 3.1(p)


Schedule 3.1(s)


Schedule 3.1(v)


Schedule 3.1(w)


Schedule 3.1(bb)


Schedule 3.1(ee)


Schedule 3.1(ff)


Schedule 4.9


 




    42


     


    

 


Schedule 3.1(a)


 


Subsidiary: Gratitude (private company that merged with Gratitude
Health, Inc. on March 26, 2018)


 




    43


     


    

 


Schedule 3.1(e) 


 


None


 




    44


     


    

 


Schedule 3.1 (g)


 


Capitalization table follows:


 


Gratitude Health,
Inc.


 


Capitalization Table


As of February 27, 2019


 



 





 


	Common Shares	 	C/S & C/S equivalents	 
	Vapir SH per Share exchange	 	 	16,832,065	 
	Total	 	 	16,832,065	 



 


	Preferred Shares	 	 	 	shares issued	 	 	C/S & C/S equivalents	 
	Series A	 	stated value $10 / $.05 conversion price (Series A is NON voting)	 	 	 
	Series A	 	Alpha Capital	 	 	465,000	 	 	 		 	 	 	93,000,000	 
	Series A	 	Barbara Mittman	 	 	10,000	 	 	 	 	 	 	 	2,000,000	 
	Series A	 	Osher Capital Partners	 	 	10,000	 	 	 	 	 	 	 	2,000,000	 
	Series A	 	Sable Ridge Capital	 	 	10,000	 	 	 	 	 	 	 	2,000,000	 
	Series A	 	Brio Capital Master Fund	 	 	25,000	 	 	 	 	 	 	 	5,000,000	 
	 	 	 	 	 	Total Series A	520,000	 	 	 	 	 	 	 	 	 
	Series B	 	stated value $10 / $.05 conversion price	 	 	 	 	 	 	 	 
	 	 	Roy Warren	 	 	250,000	 	 	 	 	 	 	 	50,000,000	 
	 	 	Andy Schamisso	 	 	250,000	 	 	 	 	 	 	 	50,000,000	 
	 	 	 	 	 	Total Series B	500,000	 	 	 	 	 	 	 	 	 
	Series C	 	stated value $200 / .05 conversion price	 	 	 	 	 	 	 	 
	Series C	 	Alpha Capital, #1	 	 	750	 	 	 	 	 	 	 	3,000,000	 
	Series C	 	Michael Finkelstein, #2	 	 	250	 	 	 	 	 	 	 	1,000,000	 
	Series C	 	Alpha Capital, #3	 	 	750	 	 	 	 	 	 	 	3,000,000	 
	Series C	 	Alpha Capital, #4	 	 	750	 	 	 	 	 	 	 	3,000,000	 
	 	 	 	 	 	Total Series C	2,500	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	 	 	 	 	 	 	 	214,000,000	 
	Stock Option	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Vapir former Employees per Share exchange	 	 	$0.10 exercise price;2.50 years remaining life	1,940,000	 	 	 	1,940,000	 
	Total	 	 	 	 	 	 	 	 	 	 	 	 	1,940,000	 
	Stock Warrants	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	None	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	Total on a fully diluted basis	 	 	 	-	 
	Total shares common stock and common stock equivalents	 	 	 	 	 	 	232,772,065	 








 




    45


     


    

 


Schedule 3.1(i)


 


None


 




    46


     


    

 


Schedule 3.1(o)


 


Patents: Company has a license agreement with The University
of South Florida for use of its US Patent Serial No. 6,713,506 entitled “Tea Polyphenols Esters and Analogs Thereof for Cancer
Prevention and Treatment”. Company agrees to pay Licensor a minimum royalty payment of:


 


$50,000 for calendar year 2019


 


$100,000 for calendar year 2020 and every year thereafter for
life of agreement


 


Company is in the process of re-negotiating the license agreement
to extend the royalty payment schedule due to lengthy development process of embossed glass jars in China. Company is currently
$10,000 in arrears for the 2018 royalty payments.


 


Trademarks: Company owns trademark: Gratitude (USPTO
87943839)


 


Copyrights: none


 




    47


     


    

 


Schedule 3.1(p)


 


Insurances:


 


Product Liability and Umbrella: Premier Protection Insurance
Services


Contact: Shane Clark, 954-947-3552


 


Commercial General Liability: Blackboard Insurance


Contact: Jay Roebuck, 954-616-1800


 


Directors and Officers Insurance Policy: none at this time


 




    48


     


    

 


Schedule 3.1(s)


 


Michael Finkelstein: 3 percent cash due diligence fee


 




    49


     


    

 


Schedule 3.1(v)


 


None


 




    50


     


    

 


Schedule 3.1(w)


 


None


 




    51


     


    

 


Schedule 3.1 (bb)


 


None


 




    52


     


    

 


Schedule 3.1(ee)


 


The Company’s accounting firm is:


 


D. Brooks and Associates, CPA’s P.A., 4440 PGA Blvd, suite
104, Palm Beach Gardens, FL 33410


 




    53


     


    

 


Schedule 3.1(ff)


 


None


 




    54


     


    

 


Schedule 4.9


 


Use of Proceeds:


 


The Company will use the net proceeds for working capital to
fund trade payables in the ordinary course of business and prior practices. Proceeds will not be used for items identified in the
above schedule for debt, redemption of stock, settlement of any outstanding litigation or in violation of law.


 




    55


     


    

 


EXHIBIT B


 


ACCREDITED INVESTOR QUESTIONNAIRE


IN CONNECTION WITH INVESTMENT IN CONVERTIBLE
NOTE


GRATITUDE HEALTH, INC.,


A NEVADA CORPORATION


PURSUANT TO SECURITIES PURCHASE AGREEMENT
DATED MARCH ___, 2019


 


		To :	Gratitude Health, Inc.



11231 US Highway 1, Suite 200


North Palm Beach, FL 33408


E-mail: roy@organicgratitude.com


 


INSTRUCTIONS


 


PLEASE ANSWER ALL QUESTIONS.
If the appropriate answer is “None” or “Not Applicable”, so state. Please print or type your answers to
all questions. Attach additional sheets if necessary to complete your answers to any item.


 


Your answers will be
kept strictly confidential at all times. However, Gratitude Health, Inc. (the “Company”) may present this Questionnaire
to such parties as it deems appropriate in order to assure itself that the offer and sale of securities of the Company will not
result in a violation of the registration provisions of the Securities Act of 1933, as amended, or a violation of the securities
laws of any state.


 


1. Please provide the
following information:


 


Name:_________________________________________________________________________


 


Name of additional purchaser:_______________________________________________________

(Please complete information in Question 5)


 


Date of birth, or if other than an individual, year of organization
or incorporation:


 


_______________________________________________________________________________


 


_______________________________________________________________________________


 


2.       Residence address,
or if other than an individual, principal office address:


 


______________________________________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________


 


Telephone number:_______________________________________________________________


 


Social Security Number:___________________________________________________________


 


Taxpayer Identification Number:_____________________________________________________


 


3. Business address:______________________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________


 


Business telephone number:_________________________________________________________




 



    56


     


    

 


4. Send mail to: Residence ______Business _______


 


5. With respect to
tenants in common, joint tenants and tenants by the entirety, complete only if information differs from that above:


 


Residence address:________________________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________


 


Telephone number:_______________________________________________________________


 


Social Security Number:___________________________________________________________


 


Taxpayer Identification Number:_____________________________________________________


 


Business address:_________________________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________


 


Business telephone number:_________________________________________________________


 


Send Mail to: Residence _______Business _______


 


6. Please
describe your present or most recent business or occupation and indicate such information as the nature of your employment, how
long you have been employed there, the principal business of your employer, the principal activities under your management or supervision
and the scope (e.g. dollar volume, industry rank, etc.) of such activities:




 


______________________________________________________________________________ 


 


______________________________________________________________________________ 


 


______________________________________________________________________________ 




 






    57


     


    

 


7. Please state whether you (i) are associated
with or affiliated with a member of the Financial Industry Regulatory Association, Inc. (“FINRA”), (ii) are an owner
of stock or other securities of FINRA member (other than stock or other securities purchased on the open market), or (iii) have
made a subordinated loan to any FINRA member:


 


	 	 	 	 	 
	 	Yes	 	No	 


 


If you answered yes to any of (i) –
(iii) above, please indicate the applicable answer and briefly describe the facts below:


 


______________________________________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________



 


8A. Applicable to Individuals ONLY. Please
answer the following questions concerning your financial condition as an Accredited Investor (within the meaning of Rule 501 of
Regulation D). If the purchaser is more than one individual, each individual must initial an answer where the question indicates
a “yes” or “no” response and must answer any other question fully, indicating to which individual such
answer applies. If the purchaser is purchasing jointly with his or her spouse, one answer may be indicated for the couple as a
whole:


 


8.1 Does your net worth* (or joint net worth with your spouse)
exceed $1,000,000?


 


	 	 	 	 	 
	 	Yes	 	No	 


 


8.2 Did you have an individual income**
in excess of $200,000 or joint income together with your spouse in excess of $300,000 in each of the two most recent years and
do you reasonably expect to reach the same income level in the current year?


 


	 	 	 	 	 
	 	Yes	 	No	 


 


8.3 Are you an executive officer of the Company?


 


	 	 	 	 	 
	 	Yes	 	No	 


 


* For purposes hereof, net worth shall
be deemed to include ALL of your assets, liquid or illiquid MINUS any liabilities.


 


** For purposes hereof, the term “income”
is not limited to “adjusted gross income” as that term is defined for federal income tax purposes, but rather includes
certain items of income which are deducted in computing “adjusted gross income”. For investors who are salaried employees,
the gross salary of such investor, minus any significant expenses personally incurred by such investor in connection with earning
the salary, plus any income from any other source including unearned income, is a fair measure of “income” for purposes
hereof. For investors who are self-employed, “income” is generally construed to mean total revenues received during
the calendar year minus significant expenses incurred in connection with earning such revenues.


 






    58


     


    

 


8.B Applicable to Corporations, Partnerships, Trusts, Limited
Liability Companies and other Entities ONLY:


 


The purchaser is an Accredited Investor
because the purchaser falls within at least one of the following categories (Check all appropriate lines):


 


		___	(i) a bank as defined in Section 3(a)(2) of the Act
or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual
or fiduciary capacity;



 


		___	(ii) a broker-dealer registered pursuant to Section
15 of the Securities Exchange Act of 1934, as amended;



 


		___	(iii) an insurance company as defined in Section 2(13)
of the Act;



 


		___	(iv) an investment company registered under the Investment
Company Act of 1940, as amended (the “Investment Act”) or a business development company as defined in Section 2(a)(48)
of the Investment Act;



 


		___	(v) a Small Business Investment Company licensed by
the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended;



 


		___	(vi) a plan established and maintained by a state,
its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its
employees, where such plan has total assets in excess of $5,000,000;



 


		___	(vii) an employee benefit plan within the meaning
of Title 1 of the Employee Retirement Income Security Act of 1974, as amended (the “Employee Act”), where the investment
decision is made by a plan fiduciary, as defined in Section 3(21) of the Employee Act, which is either a bank, savings and loan
association, insurance company, or registered investment adviser, or an employee benefit plan that has total assets in excess
of $5,000,000, or a self-directed plan the investment decisions of which are made solely by persons that are Accredited Investors;



 


		___	(viii) a private business development company, as
defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended;



 


		___	(ix) an organization described in Section 501(c)(3)
of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific
purpose of acquiring the securities offered, with total assets in excess of $5,000,000;



 


		___	(x) a trust, with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a “sophisticated”
person, as described in Rule 506(b)(2)(ii) promulgated under the Act, who has such knowledge and experience in financial and business
matters that he or she is capable of evaluating the merits and risks of the prospective investment;



 


		___	(xi) an entity in which all of the equity investors
are persons or entities described above (“Accredited Investors”). ALL EQUITY OWNERS MUST COMPLETE “EXHIBIT A”
ATTACHED HERETO.



 






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9.A Do you have sufficient knowledge and
experience in financial and business matters so as to be capable of evaluating the merits and risks associated with investing in
the Company?


 


	 	 	 	 	 
	 	Yes	 	No	 


 


ANSWER QUESTION 9B ONLY IF THE ANSWER TO QUESTION 9A WAS “NO.”


 


9.B If the answer to Question 9A was “NO,”
do you have a financial or investment adviser (a) that is acting in the capacity as a purchaser representative and (b) who has
sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks associated
with investing in the Company?


 


	 	 	 	 	 
	 	Yes	 	No	 


 


If you have a financial or investment adviser(s),
please identify each such person and indicate his or her business address and telephone number in the space below. (Each such person
must complete, and you must review and acknowledge, a separate Purchaser Representative Questionnaire which will be supplied at
your request).


 


______________________________________________________________________________


 


______________________________________________________________________________




 


10. You have the right, will be afforded
an opportunity, and are encouraged to investigate the Company and review relevant factors and documents pertaining to the officers
of the Company, and the Company and its business and to ask questions of a qualified representative of the Company regarding this
investment and the properties, operations, and methods of doing business of the Company.


 


Have you or has your purchaser representative,
if any, conducted any such investigation, sought such documents or asked questions of a qualified representative of the Company
regarding this investment and the properties, operations, and methods of doing business of the Company?


 


	 	 	 	 	 
	 	Yes	 	No	 


 


If
so, briefly describe:_____________________________________________________________


 


______________________________________________________________________________




 


If so, have you completed your investigation
and/or received satisfactory answers to your questions?


 


	 	 	 	 	 
	 	Yes	 	No	 


 


11. Do you understand the nature of an investment in the Company
and the risks associated with such an investment?


 


	 	 	 	 	 
	 	Yes	 	No	 


 






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12. Do you understand that there is no
guarantee of any financial return on this investment and that you will be exposed to the risk of losing your entire investment?


 


	 	 	 	 	 
	 	Yes	 	No	 


 


13. Do you understand that this investment is not liquid?


 


	 	 	 	 	 
	 	Yes	 	No	 


 


14. Do you have adequate means of providing
for your current needs and personal contingencies in view of the fact that this is not a liquid investment?


 


	 	 	 	 	 
	 	Yes	 	No	 


 


15. Are you aware of the Company’s
business affairs and financial condition, and have you acquired all such information about the Company as you deem necessary and
appropriate to enable you to reach an informed and knowledgeable decision to acquire the Interests?


 


	 	 	 	 	 
	 	Yes	 	No	 


 


16. Do you have a “pre-existing relationship”
with the Company or any of the officers of the Company?


 


	 	 	 	 	 
	 	Yes	 	No	 


 


(For purposes hereof, “pre-existing
relationship” means any relationship consisting of personal or business contacts of a nature and duration such as would enable
a reasonably prudent investor to be aware of the character, business acumen, and general business and financial circumstances of
the person with whom such relationship exists.)


 


If so, please name the individual or other
person with whom you have a pre-existing relationship and describe the relationship:


 


______________________________________________________________________________


 


______________________________________________________________________________


 




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17. Exceptions to the representations and warranties made
in Section 3.2 of the Securities Purchase Agreement (if no exceptions, write “none” – if left blank, the response
will be deemed to be “none”):__________________________________________________


 


_____________________________________________________________________________


 


Dated:
_______________, 2017


 


If
purchaser is one or more individuals (all individuals must sign):


 


______________________________________________________________________________

(Type or print name of prospective purchaser)


 


______________________________________________________________________________

Signature of prospective purchaser


 


______________________________________________________________________________

Social Security Number


 


______________________________________________________________________________

(Type or print name of additional purchaser)


 


______________________________________________________________________________

Signature of spouse, joint tenant, tenant in common or other signature, if required


 


______________________________________________________________________________

Social Security Number


 




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Annex A


 


Definition of Accredited Investor


 


The securities will
only be sold to investors who represent in writing in the Securities Purchase Agreement that they are Accredited Investors, as
defined in Regulation D, Rule 501 under the Act which definition is set forth below:


 


1. A natural person whose net worth, or
joint net worth with spouse, at the time of purchase exceeds $1 million (excluding home); or


 


2. A natural person whose individual gross
income exceeded $200,000 or whose joint income with that person’s spouse exceeded $300,000 in each of the last two years,
and who reasonably expects to exceed such income level in the current year; or


 


3. A trust with total assets in excess
of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated
person described in Regulation D; or


 


4. A director or executive officer of the
Company; or


 


5. The investor is an entity, all of the
owners of which are Accredited Investors; or


 


6. (a) bank as defined in Section 3(a)(2)
of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, (b) any broker
or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, (c) an insurance Company as defined in Section
2(13) of the Act, (d) an investment Company registered under the Investment Company Act of 1940 or a business development Company
as defined in Section 2(a)(48) of such Act, (e) a Small Business Investment Company licensed by the United States Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, (f) an employee benefit plan established
and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions,
if such plan has total assets in excess of $5 million, (g) an employee benefit plan within the meaning of Title I of the Employee
Retirement Income Securities Act of 1974, and the employee benefit plan has assets in excess of $5 million, or the investment decision
is made by a plan fiduciary, as defined in Section 3(21) of such act, that is either a bank, savings and loan institution, insurance
Company, or registered investment advisor, or, if a self-directed plan, with an investment decisions made solely by persons that
are Accredited Investors, (h) a private business development company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940, or (i) an organization described in Section 501(c)(3) of the Internal Revenue code, corporation, Massachusetts or
similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with assets in
excess of $5 million.


 




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EXHIBIT “A” TO ACCREDITED INVESTOR
QUESTIONNAIRE


 


ACCREDITED CORPORATIONS, PARTNERSHIPS,
LIMITED LIABILITY COMPANIES, TRUSTS OR OTHER ENTITIES INITIALING QUESTION 8B(xi) MUST PROVIDE THE FOLLOWING INFORMATION.


 


I hereby certify that set forth
below is a complete list of all equity owners in __________________ [NAME OF ENTITY], a                                     
[TYPE OF ENTITY] formed pursuant to the laws of the State of . I also certify that EACH SUCH OWNER HAS INITIALED THE SPACE
OPPOSITE HIS OR HER NAME and that each such owner understands that by initialing that space he or she is representing
that he or she is an accredited individual investor satisfying the test for accredited individual investors indicated under
“Type of Accredited Investor.”


 


	 	 
	 	signature of authorized corporate officer, general partner or trustee




 


	Name of Equity Owner	 	Type of Accredited Investor1
	 	 	 
	1.	 	 
	 	 	 
	2.	 	 
	 	 	 
	3.	 	 
	 	 	 
	4.	 	 
	 	 	 
	5.	 	 
	 	 	 
	6.	 	 
	 	 	 
	7.	 	 
	 	 	 
	8.	 	 
	 	 	 
	9.	 	 
	 	 	 
	10.	 	 




 





 



		1	Indicate which Subparagraph of 8.1 - 8.3 the equity owner
satisfies.



 


 


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