EXHIBIT
10.3


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of July 8, 2016 by and between Endonovo Therapeutics,
Inc., a Delaware corporation (the “Company”) and Bellridge LP (the “Purchaser). Capitalized terms
used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Article 1.


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue
and sell to Purchaser from time to time as provided herein, and Purchaser shall be obligated to purchase from the Company up to
$9,000,000 worth of shares of the Company’s Common Stock on a private placement basis pursuant to an exemption from registration
under Section 4(a)(2) of the Securities Act of 1933, as amended; and


 


WHEREAS,
the Purchaser shall be entitled to resell shares of Common Stock acquired hereunder pursuant to a resale registration statement
established by the Company pursuant to the terms of the Registration Rights Agreement between the Company and the Purchaser which
shall be declared effective by the Commission prior to the delivery of the first Draw Down Notice.


 


NOW,
THEREFORE, in consideration of the foregoing premises, and the promises and covenants herein contained, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties, intending to be legally bound, hereby agree as follows:


 


ARTICLE
I.

DEFINITIONS


 


1.1Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the
meanings indicated in this Section 1.1:


 


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


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 144 under the Securities Act. With respect to the Purchaser,
any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Purchaser
will be deemed to be an Affiliate of the Purchaser.


 


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


 


“Closing
Price” means the price of the Common Stock on the last Trading Day of the respective Draw Down Period.


 


“Commission”
means the Securities and Exchange Commission.


 


“Commencement
Date” shall mean the Trading Day immediately following the date on which the applicable Draw Down Notice is delivered
to the Purchaser.


 


“Commitment
Amount” shall have the meaning assigned to such term in Section 2.1 hereof.


 


“Commitment
Period” shall mean the period of 36 consecutive months commencing thirty days after the Effective Date of the
final Registration Statement, or until such time that the Purchaser has purchased $9,000,000 of the Common Stock, whichever is
earlier.


 




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“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed into.


 


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


 


“Company
Counsel” means Frank J Hariton, Esq., 1065 Dobbs Ferry Road, White Plains, NY 10607.


 


“Consolidation
Event” shall mean a sale of all or substantially all of the Company’s assets or a merger pursuant to which the
holders of the voting securities of the Company prior to the merger do not own a majority of the voting securities of the surviving
entity.


 


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


 


“Draw
Down” shall have the meaning assigned to such term in Section 6.1(a) hereof.


 


“Draw
Down Notice” shall have the meaning assigned to such term in Section 6.1(e) hereof.


 


“Draw
Down Pricing Period” shall mean each period of 15 consecutive Trading Days following the delivery by the Company of
a Draw Down Notice, the first of such periods commencing on the date specified in the Draw Down Notice; provided, however,
the first Draw Down Pricing Period and any subsequent Draw Down Pricing Period commencing after a suspension notice is
delivered, shall not begin before the day on which receipt of such notice is delivered to Purchaser pursuant to Section 8.3
herein.


 


“Draw
Down Shares” shall mean the shares of Common Stock issuable pursuant to a Draw Down.


 


“DTC”
shall have the meaning assigned to such term in Section 6.1(f).


 


“DWAC”
shall have the meaning assigned to such term in Section 6.1(f).


 


“Effective
Date” means the date that the initial Registration Statement filed by the Company pursuant to the Registration Rights
Agreement is first declared effective by the Commission and the date that each subsequent Registration Statement filed by the
Company pursuant to the Registration Rights Agreement is declared effective by the Commission.


 


“Equity
Conditions” shall mean, during the period in question, (i) all liquidated damages and other amounts owing to the Purchaser
pursuant to the Transaction Documents have been paid, (ii) there is an effective Registration Statement pursuant to which the
Purchaser is permitted to utilize the prospectus thereunder to resell all of the Draw Down Shares (issued and to be issued pursuant
to the applicable Draw Down and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the
foreseeable future), (iii) the Common Stock is trading on the Trading Market and all of the shares issuable pursuant to the Transaction
Documents are listed or quoted (if applicable) for trading on a Trading Market (and the Company believes, in good faith, that
trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future such that no stop order
or suspension of trading shall have been imposed by the SEC or any other governmental or regulatory body with respect to public
trading in the Common Stock), (iv) there is a sufficient number of authorized but unissued and otherwise unreserved shares of
Common Stock for the issuance of all of the Draw Down Shares (issued and to be issued pursuant to the applicable Draw Down), (v)
the issuance of the Draw Down Shares subject to the applicable Draw Down would not violate the limitations set forth in Section
4.12, and (vi) the Company, directly or indirectly, has not provided the Purchaser with any material, non-public information that
has not been made publicly available in a widely disseminated release.


 


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


 




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


 


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


 


“Initial
Closing” shall have the meaning assigned to such term in Section 2.2 hereof.


 


“Initial
Closing Date” shall have the meaning assigned to such term in Section 2.2 hereof.


 


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


 


“Investment
Amount” shall have the meaning assigned to such term in Section 6.1(c) hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Purchase
Price” shall mean, with respect to Draw Down Shares purchased during each applicable Settlement Period, the lowest closing
bid price of the common stock during the ten Trading Days immediately prior to each Draw Down Notice plus a 25% discount.


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.7.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated the date hereof, between the Company and the Purchaser,
in the form of Exhibit A attached hereto.


 


“Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and
covering the resale by the Purchaser of the Draw Down Shares.


 


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


 


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


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


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


 


“Securities”
means the Draw Down Shares.


 




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


 


“Settlement”
shall mean the delivery of the Draw Down Shares into the Purchaser’s DTC account via DTC’s DWAC system and the Purchaser’s
delivery of payment therefor.


 


“Settlement
Date” shall have the meaning assigned to such term in Section 6.1(b).


 


“Settlement
Period” shall have the meaning assigned to such term in Section 6.1(b).


 


“Short
Sales” shall include all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act;
provided, however, that in no event shall either the sale of Draw Down Shares to be received but not yet delivered
pursuant to a pending Draw Down during a Draw Down Pricing Period be deemed a Short Sale or the sale of any Securities issued
under this Agreement after the date hereof be deemed a Short Sale.


 


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


 


“Trading
Cushion” shall mean the 15 Trading Days between Draw Down Pricing Periods.


 


“Trading
Day” means a day on which the Common Stock is traded on a Trading Market.


 


“Trading
Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: The Nasdaq Capital Market, the NYSE MKT, the New York Stock Exchange, the Nasdaq National Market, the OTCQB or the
OTCQX.


 


“Transaction
Documents” means this Agreement, and the Registration Rights Agreement and any other documents or agreements executed
in connection with the transactions contemplated hereunder.


 


“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 for trading as reported by Bloomberg
Financial 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 or (b) 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 the
Holder and reasonably acceptable to the Company.


 


ARTICLE
II.

PURCHASE AND SALE


 


2.1
Purchase and Sale of Draw Down Shares. Upon the terms and subject to the conditions of this Agreement, the Company
may sell and issue to the Purchaser and the Purchaser shall be obligated to purchase from the Company, up to an aggregate of $9,000,000
worth of shares of Common Stock (the “Commitment Amount”).


 


2.2
Initial Closing. The execution and delivery of this Agreement and the other agreements referred to herein (the “Initial
Closing”) shall take place at the offices of Sichenzia Ross Friedman Ference LLP, 61 Broadway - 32nd Floor,|
New York, NY 10006 or at such other time and place or on such date as the Purchaser and the Company may agree upon (the “Initial
Closing Date”). Each party shall deliver the following documents, instruments and writings at or prior to the Initial
Closing:


 


 (a) The Company shall deliver or cause to be delivered to the Purchaser the following:




 


	 	i.	this
    Agreement duly executed by the Company;
	 	 	 
	 	ii.	the
    Registration Rights Agreement duly executed by the Company;
	 	 	 
	 	iii.	an
    opinion of counsel to the Company in form that is reasonably acceptable to the Purchaser; and
	 	 	 
	 	iv.	a
    stock certificate or irrevocable letter to the Company’s transfer agent to issue 2,084,942 shares of the Company’s
    common stock as a commitment fee.


 




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 (b) The Purchaser shall deliver or cause to be delivered to the Company the following:




 


	 	i.	this
    Agreement duly executed by the Purchaser; and
	 	 	 
	 	ii.	the
    Registration Rights Agreement duly executed by the Purchaser.


 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


3.1
Representations and Warranties of the Company. Except as set forth under the corresponding section of the Disclosure Schedules
which Disclosure Schedules shall be deemed a part hereof and to qualify any representation or warranty otherwise made herein to
the extent of such disclosure, the Company hereby makes the representations and warranties set forth below to the Purchaser:


 


(a)
Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The
Company owns, directly or indirectly, the capital stock or other equity interests of each Subsidiary, in the amounts set forth
on Schedule 3.1(a), free and clear of any Liens, and all the issued and outstanding shares of capital stock of each Subsidiary
are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.
If the Company has no subsidiaries, then all other references in the Transaction Documents to the Subsidiaries or any of them
will be disregarded.


 


(b)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable),
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 each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of each of the 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, its board of directors or its stockholders in connection therewith other than in connection with the
Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when
delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 




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


 


(e)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order
of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental
authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents,
other than (i) filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Registration
Statement, (iii) application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the
time and manner required thereby, and (iv) the filing of Form D with the Commission and such filings as are required to be made
under applicable state securities laws (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 non-assessable, free and clear of all Liens
imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved
from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement.


 


(g)
Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). The Company has not issued
any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of
employee stock options under the Company’s stock option plans and pursuant to the conversion or exercise of Common Stock
Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right
of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated
by the Transaction Documents. Except pursuant to the Securities Purchase Agreement dated the date hereof, as a result of the purchase
and sale of the Securities, there are no outstanding options, warrants, script 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 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. As of the date hereof, 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 Purchaser) 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 validly issued, fully paid and non-assessable, have been issued in compliance with all federal
and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights
to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the
Company or others is required for the issuance and sale of the Securities. There are no stockholders’ agreements, voting
agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to
the knowledge of the Company, between or among any of the Company’s stockholders.


 




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(h)
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it 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 (or such shorter period as the Company was required by law or regulation to file such
material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively
referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of
filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC
Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and
none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects
with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the
time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles
applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in
such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required
by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as
of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments.


 


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


 


(j)
Litigation. Except as set forth in Schedule 3.1 (j) there is no action, suit, inquiry, notice of violation, proceeding
or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any
of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an
unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary,
nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under
federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company,
there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director
or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration
statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 




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(k)
Labor Relations. No material 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,
and neither the Company or 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. No executive officer, to the knowledge of the Company, is, or
is now expected 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, 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 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 order of any
court, arbitrator or governmental body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental
authority, including without limitation all foreign, federal, state and local laws applicable to its business and all such laws
that affect the environment, 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 described
in the SEC Reports, except where the failure to possess such permits could not have or reasonably be expected to result in a Material
Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of
proceedings relating to the revocation or modification of any Material Permit.


 


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


 


(o)
Patents and Trademarks. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual
property rights and similar rights necessary or material for use in connection with their respective businesses as described in
the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). Neither the Company nor any Subsidiary has received a notice (written or otherwise) that the Intellectual
Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any Person. To the knowledge of
the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of
any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the
secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(p)
Insurance. The Company and the Subsidiaries are 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, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Commitment
Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue
its business without a significant increase in cost.


 




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(q)
Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors
of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction
with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement
or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or
from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any
entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or
partner, in each case in excess of $50,000 other than (i) for payment of salary or consulting fees for services rendered, (ii)
reimbursement for expenses incurred on behalf of the Company and (iii) for other employee benefits, including stock option agreements
under any stock option plan of the Company.


 


(r)
Sarbanes-Oxley; Internal Accounting Controls. The Company is in compliance with all provisions of the Sarbanes-Oxley Act
of 2002 which are applicable to it as of the Closing Date. Except as set forth in its filings under the Exchange Act of 1934 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 has established disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the Company 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 Company’s disclosure controls and procedures as of the end of the period covered
by the Company’s 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 Company’s internal control over financial reporting (as such term
is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.


 


(s)
Certain Fees. Except as disclosed on Schedule 3.1(s), no brokerage or finder’s fees or commissions are or will
be payable by the Company 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 Purchaser shall have no obligation
with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in
this Section that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(t)
Private Placement. Assuming the accuracy of the Purchaser representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchaser 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 subject to the Investment Company Act.


 


(v)
Registration Rights. Other than the Purchaser, and pursuant to the Securities Purchase Agreement dated the date hereof,
and the transaction documents associated therewith, between the Company and certain purchasers set forth therein, no Person has
any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.


 




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(w)
Listing and Maintenance Requirements. The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g)
of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of,
terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the
Commission is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received
notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not
in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe
that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 


(x)
Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any,
in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company’s Certificate of Incorporation (or similar
charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of
the Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including
without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s 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 Purchaser 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 Purchaser will rely on the foregoing representation in effecting transactions in
securities of the Company. All disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company, its
business and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, with respect to the representations
and warranties made herein are true and correct with respect to such representations and warranties and do not contain any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve
months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to make the statements, in light of the circumstances
under which they were made and when made, not misleading. 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 Purchaser’s representations and warranties set forth in
Section 3.2, neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this
offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or 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 financial condition of the Company as of the Closing Date after giving effect to the receipt
by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets
exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature; (ii) the Company’s assets do not constitute unreasonably small
capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account
the particular capital requirements of the business conducted by the Company, and projected capital requirements and capital availability
thereof; and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate
all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in
respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability
to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).
The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation
under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The SEC Reports set forth
as of the dates thereof all 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” shall mean (a)
any liabilities for borrowed money or amounts owed in excess of $20,000 (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 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 (c) the present
value of any lease payments in excess of $25,000 due under leases required to be capitalized in accordance with GAAP. Neither
the Company nor any Subsidiary is 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 each Subsidiary has filed all necessary federal, state and foreign income
and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency
which has been asserted or threatened against the Company or any Subsidiary.


 


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


 


(dd)
Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other person acting
on behalf of the Company, 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 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 the Foreign Corrupt Practices Act of 1977, as amended.


 


(ee)
Accountants. The Company’s accountants are set forth on Schedule 3.1(ee) of the Disclosure Schedule. To
the knowledge of the Company, such accountants, who the Company expects will express their opinion with respect to the financial
statements to be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, are a registered
public accounting firm as required by the Exchange Act.


 


(ff)
Acknowledgment Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser
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 Purchaser not 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 Purchaser or any of Purchaser’s respective representatives or agents in connection with the Transaction
Documents and the transactions contemplated thereby is merely incidental to the Purchaser’s purchase of the Securities.
The Company further represents to the 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.


 


(gg)
Acknowledgement Regarding Purchaser’s Trading Activity. The Company understands that and is entering this agreement
in reliance upon its understanding that, except for the disposition of common stock Draw Down Shares, shares, including commitment
shares of common stock, it received in connection with a certain Securities Purchase Agreement dated the date hereof and shares
it has received upon conversion of that certain promissory note dated the date hereof, in open market transactions, during the
term of this Agreement, the Purchaser shall not directly or indirectly engage in any other transactions in the Company’s
securities.


 


(hh)
Regulation M Compliance. The Company has not, and will not during the term of this Agreement, and to its knowledge no one
acting on its behalf has, or will during the term of this Agreement, (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.


 




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3.2
Representations and Warranties of the Purchaser. Purchaser hereby represents and warrants as of the date hereof and
as of each Closing Date to the Company as follows:


 


(a)
Organization; Authority. Purchaser is an entity duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization with full right, corporate or partnership 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, delivery and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized
by all necessary corporate or similar action on the part of the Purchaser. Each Transaction Document to which it is a party has
been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute
the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except (i) as
limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of
specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law.


 


(b)
Own Account. 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 at the Initial Closing 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 (this representation and warranty not limiting
the Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable
federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Purchaser is acquiring
the Securities hereunder in the ordinary course of its business.


 


(c)
Purchaser Status. At the time the Purchaser was offered the Securities, it was, and at the date hereof it is, 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.


 


(d)
Experience of Purchaser. Purchaser 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. 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)
General Solicitation. Purchaser is not purchasing the Securities as a result of any advertisement, article, notice
or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television
or radio or presented at any seminar or any other general solicitation or general advertisement.


 


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 pursuant to an effective registration statement or Rule 144, to the Company or to an affiliate of the
Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to
provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require
registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree
in writing to be bound by the terms of this Agreement and shall have the rights of the Purchaser under this Agreement and the
Registration Rights Agreement, as to issued Securities only.


 




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


 


THESE
SECURITIES HAVE 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. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED
IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


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


 


(c)
Certificates (or electronic transfer, at the election of the Company) evidencing the Draw Down Shares shall not contain any
legend (including the legend set forth in Section 4.1(b)), (i) while a registration statement (including the Registration Statement)
covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Draw Down Shares
pursuant to Rule 144, or (iii) if such Draw Down Shares are eligible for sale under Rule 144, 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 Company’s transfer agent promptly
after the applicable Effective Date if required by the Company’s transfer agent to effect the removal of the legend hereunder.
The Company agrees that following the applicable Effective Date or at such time as such legend is no longer required under this
Section 4.1(c), it will, no later than three Trading Days following the delivery by the Purchaser to the Company or the Company’s
transfer agent of a certificate representing Draw Down Shares as the case may be, issued with a restrictive legend (such third
Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to the Purchaser a certificate representing
such shares that is free from all restrictive and other legends. All Draw Down Shares shall be delivered without any restrictive
legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge
the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall
be transmitted by the transfer agent of the Company to the Purchaser by crediting the account of the Purchaser’s prime broker
with the Depository Trust Company System.


 




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(d)
In addition to the Purchaser’s other available remedies, the Company shall pay to the Purchaser, in cash, as partial
liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the VWAP of the Common Stock on the date
such Securities are submitted to the Company’s transfer agent) delivered for removal of the restrictive legend and subject
to Section 4.1(c), $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun
to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend. Nothing herein
shall limit the 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 the 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.


 


(e)
Purchaser agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this
Section 4.1 is predicated upon the Company’s reliance that the Purchaser will sell any Securities pursuant to either the
registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom,
and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution
set forth therein.


 


4.2
Furnishing of Information. As long as Purchaser owns any Securities, the Company covenants 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. As long as the Purchaser owns any Securities, if the Company is not required to
file reports pursuant to the Exchange Act, it will prepare and furnish to the Purchaser and make publicly available in accordance
with Rule 144(c) such information as is required for the Purchaser to sell the Securities under Rule 144. The Company further
covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from
time to time to enable such Person to sell such Securities without registration under the Securities Act within the requirements
of the exemption provided by Rule 144.


 


4.3Integration.
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 to the Purchaser 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 unless shareholder approval is obtained before the closing of such subsequent
transaction.


 


4.4
Securities Laws Disclosure; Publicity. By the second Trading Day immediately following the date hereof, the Company
shall file with the Commission a Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby,
and shall attach the Transaction Documents thereto. The Company and the Purchaser shall consult with each other in issuing any
other press releases with respect to the transactions contemplated hereby, and neither the Company nor the Purchaser shall issue
any such press release or otherwise make any such public statement without the prior consent of the Company, with respect to any
press release of the Purchaser, or without the prior consent of the 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.


 


4.5
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other
Person, that the 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 the 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.


 


4.6
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
the Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information,
unless prior thereto the Purchaser shall have executed a written agreement regarding the confidentiality and use of such information.
The Company understands and confirms that the Purchaser shall be relying on the foregoing representations in effecting transactions
in securities of the Company.


 




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4.7
Indemnification of Purchaser. Subject to the provisions of this Section 4.7, the Company will indemnify and hold the
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
the 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, or other obligations.


 


4.8
Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve
and keep available at all times, free of preemptive rights, a number of shares of Common Stock, for the purpose of enabling the
Company to issue Draw Down Shares pursuant to this Agreement.


 


4.9
Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the
Common Stock on a Trading Market, and as soon as reasonably practicable following the Initial Closing (but not later than the
Effective Date of the initial Registration Statement) to list or quote all of the Draw Down 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 include in
such application all of the Draw Down Shares, and will take such other action as is necessary to cause all of the Draw Down Shares
to be listed or quoted on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary
to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of the Trading Market. 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 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 the Purchaser, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Purchaser,
with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of
the Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings
the Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any
conduct by the Purchaser 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, the 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 the 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 such separate counsel, a material conflict on any material issue between the
position of the Company and the position of the 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 (i) for any settlement by the Purchaser Party effected without the Company’s prior written consent, which shall
not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability
is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made
by the Purchaser Party in this Agreement or in the other Transaction Documents.


 


4.10
Confidentiality After the Date Hereof. Purchaser covenants that until such time as the transactions contemplated by this
Agreement are publicly disclosed by the Company as described in Section 4.4, the Purchaser will maintain the confidentiality of
all disclosures made to it in connection with this transaction (including the existence and terms of this transaction.


 


4.11
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser
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 Purchaser.


 




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4.12
The Shares. Notwithstanding, anything in this Agreement to the contrary, (i) the Company may not make a Draw Down to
the extent that such Draw Down exceeds 4.99% of the then outstanding shares of Common Stock, and (ii) at no time will the Company
request a Draw Down which would result in the issuance of an aggregate number of shares of Common Stock pursuant to this Agreement
which exceeds 19.9% of the number of shares of Common Stock issued and outstanding on the date hereof without first obtaining
stockholder approval of such excess issuance, or such other amount as would require stockholder approval under rules of the principal
Trading Market or otherwise without first obtaining stockholder approval, if any, of such excess issuance. Furthermore, in no
event shall the number of shares issuable to Purchaser cause the Purchaser to beneficially own in excess of 4.99% of the then
outstanding Common Stock, provided however, the 4.99% limitation set forth herein may be increased by the Purchaser to up to 9.99%
of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of any shares of Common Stock
to the Purchaser upon not less than 61 days’ prior notice to the Company. For purposes of this Section beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act of 1934, as amended and the rules and regulations promulgated
thereunder.


 


4.13
Accuracy of Registration Statement. On each Settlement Date, the Registration Statement and the prospectus therein
(including any prospectus supplement) shall not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances
under which they were made; and on such Settlement Date the Registration Statement and the prospectus therein will not include
any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided, however, the Company makes no representations
or warranties as to the information contained in or omitted from the Registration Statement and the prospectus therein in reliance
upon and in conformity with the information furnished in writing to the Company by the Purchaser specifically for inclusion in
the Registration Statement and the prospectus therein.


 


4.14
Notice of Certain Events Affecting Registration; Suspension of Right to Request a Draw Down. The Company will promptly
notify the Purchaser in writing upon the occurrence of any of the events set forth in Section 3(d) of the Registration Rights
Agreement. The Company shall not deliver to the Purchaser any Draw Down Notice during the continuation of any of the foregoing
events. The Company shall promptly make available to the Purchaser any such supplements or amendments to the related prospectus,
at which time, provided that the registration statement and any supplements and amendments thereto are then effective, the Company
may recommence the delivery of Draw Down Notices.


 


4.15
Reimbursement of Expenses. The Company shall reimburse the Purchaser for all reasonable legal fees and costs up to
$10,000 which shall be due and payable upon the date of the first Draw Down and which the Purchaser may deduct from the amount
of the Draw Down to be funded.


 


4.16
Short Sales. After the date hereof and prior to the termination of this Agreement, the Purchaser hereby agrees not to execute
any Short Sales of the Common Stock or any transactions other than open market sales of Draw Down Shares and shares issued related
to the note between the Company and the Purchaser and shares issued pursuant to the Securities Purchase Agreement between the
Company and the Purchaser. Provided that the Company is not in breach of this Agreement or in breach or default of any other agreements
between the Purchaser and the Company as determined by a court of competent jurisdiction, the Purchaser further agrees to limit
the aggregate sales of Common Stock purchased under this Agreement, to sales through one broker which cannot be Cor Clearing or
a broker that clears through Cor Clearing for up to 22.5% of the daily trading volume for the Company’s common stock on
the Trading Market for that day.


 




    	16



    	 



    

 


ARTICLE
V.


CONDITIONS
TO INITIAL CLOSING AND DRAW DOWNS


 


5.1
Conditions Precedent to the Obligation of the Company to Sell the Draw Down Shares. The obligation hereunder
of the Company to proceed to close this Agreement and to issue and sell the Draw Down Shares to the Purchaser is subject to the
satisfaction or waiver, at or before the Initial Closing, and as of each Settlement Date of each of the conditions set forth below.
These conditions are for the Company’s sole benefit and may be waived by the Company in writing at any time in its sole
discretion.


 


(a)
Accuracy of the Purchaser’s Representations and Warranties. The representations and warranties of the Purchaser shall
be true and correct in all material respects as of the date when made and as of the Initial Closing and as of each Settlement
Date as though made at that time (except for representations and warranties that speak as of a particular date, which shall be
true and correct in all material respects as of such dates).


 


(b)
Performance by the Purchaser. The Purchaser shall have performed, satisfied and complied in all material respects with
all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser
at or prior to the Initial Closing and as of each Settlement Date.


 


(c)
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any
of the transactions contemplated by this Agreement.


 


(d)
No Proceedings or Litigation. No material Action shall have been commenced against the Purchaser or the Company or
any subsidiary, or any of the officers, directors or affiliates of the Company or any subsidiary, seeking to restrain, prevent
or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.


 


(e)
Initial Closing Deliveries. The delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


5.2
Conditions Precedent to the Obligation of the Purchaser to Close. The obligation hereunder of the Purchaser to perform
its obligations under this Agreement and to purchase the Draw Down Shares is subject to the satisfaction or waiver, at or before
the Initial Closing, of each of the conditions set forth below. These conditions are for the Purchaser’s sole benefit and
may be waived by the Purchaser in writing at any time in its sole discretion.


 


(a)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company
shall be true and correct in all material respects as of the date when made and as of the Initial Closing as though made at that
time (except for representations and warranties that speak as of a particular date, which shall be true and correct in all material
respects as of such date).


 


(b)
Performance by the Company. The Company shall have performed, satisfied and complied in all material respects with
all material covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the
Company at or prior to the Initial Closing.


 


(c)
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any
of the transactions contemplated by this Agreement.


 


(d)
No Proceedings or Litigation. No material Action shall have been commenced, against the Purchaser or the Company or any
subsidiary, or any of the officers, directors or affiliates of the Company or any subsidiary seeking to restrain, prevent or change
the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.


 


(e)
Initial Closing Deliveries. The delivery by the Company of the items set forth in Section 2.2(a) of this Agreement.


 


5.3
Conditions Precedent to the Obligation of the Purchaser to Accept a Draw Down and Purchase the Draw Down Shares.
The obligation hereunder of the Purchaser to accept a Draw Down request and to acquire and pay for the Draw Down Shares is subject
to the satisfaction at or before each Settlement Date, of each of the conditions set forth below.


 




    	17



    	 



    

 


(a)
Satisfaction of Conditions to Initial Closing. The Company shall have satisfied at the Initial Closing, or the Purchaser
shall have waived at the Initial Closing, the conditions set forth in Section 5.2 hereof.


 


(b)
No Suspension. Trading in the Common Stock shall not have been suspended by the Commission or the principal Trading
Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated
prior to the delivery of each Draw Down Notice), and, at any time prior to such Draw Down Notice, trading in securities generally
as reported on the principal Trading Market shall not have been suspended or limited, or minimum prices shall not have been established
on securities whose trades are reported on the principal Trading Market unless the general suspension or limitation shall have
been terminated prior to the delivery of such Draw Down Notice.


 


(c)
Material Adverse Effect. No Material Adverse Effect and no Consolidation Event where the successor entity has not agreed
to deliver to the Purchaser such shares of stock and/or securities as the Purchaser is entitled to receive pursuant to this Agreement.


 


(d)Threshold
Price. During the Draw Down Pricing Period through the Settlement Date, the Common Stock shall have a price of at least $0.10
per share as quoted on the relevant Trading Market.


 


(e)
Equity Conditions. During the Draw Down Pricing Period through the Settlement Date, all of the Equity Conditions shall
have been met.


 


ARTICLE
VI.

DRAW DOWN TERMS


 


6.1
Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows:


 


(a)
The Company may, in its sole discretion, issue and exercise drawdowns against the Commitment Amount (each a “Draw
Down”) during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms
and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number
of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down.


 


(b)
Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not
commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number of shares of
Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein
and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement
period and each such settlement date shall be referred to as a “Settlement Period” and a “Settlement
Date”, respectively)


 


(c)
The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares
outstanding, (ii) the 10-day average trading volume of the Draw Down Shares immediately prior to the Draw Down multiplied by 300%.
There shall be a minimum Draw Down Investment Amount (the “Investment Amount”) of $25,000 and a maximum Draw
Down Investment Amount of $500,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the
calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period.


 


(d)
The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments:





	 	i.	if
    during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended
    for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of
    a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and


 




    	18



    	 



    

 


(e)
The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering
a draw down notice, in the form of Exhibit B hereto (the “Draw Down Notice”), via facsimile transmission
in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing
Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw
Down Notice is received (the “Commencement Date”). At no time shall the Purchaser be required to purchase more
than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice
is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities
Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless
otherwise agreed upon by the Company and the Purchaser.


 


(f)
On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser
shall acknowledge receipt of, a settlement statement (the “Settlement Statement”) setting forth the number
of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such
Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company
(“DTC”) account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement.
Upon the Company delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, by 1:00 p.m. ET, the
Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available
funds to the Company’s bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate
Purchase Price of such Draw Down Shares. Upon the Company delivering the Draw Down Shares to the Purchaser or its designee’s
DTC account after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company’s designated account
on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules
attached to this Agreement directly to the brokers pursuant to written instructions from any such broker.


 


(g)
The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could
result in economic loss to the Purchaser. In addition to the Purchaser’s other available remedies, the Company shall pay
to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the
Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $10 per
Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading
Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit
the Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates representing any
Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and
the 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.


 


ARTICLE
VII.

TERMINATION


 


7.1
Term. The term of this Agreement shall begin on the date hereof and shall end at the earlier of: 36 months from the
Effective Date of the Registration Statement or when the Purchaser has purchased $9,000,000 of Common Stock, or as otherwise set
forth in Section 7.2.


 


7.2
Other Termination.


 


(a)
This Agreement shall terminate if (i) the Common Stock is de-listed from a Trading Market unless such de-listing is in connection
with a subsequent listing on another Trading Market, (ii) the Company files for protection from creditors under any applicable
law or (iii) the Registration Statement is not declared effective by the Commission on the 120 days from the date hereof.


 


(b)
The Company may terminate this Agreement upon 5 Trading Days’ notice if the Purchaser shall fail to fund a properly noticed
Draw Down within 10 Trading Days of the end of the applicable Settlement Period.


 




    	19



    	 



    

 


7.3Effect
of Termination. In the event of termination of this Agreement pursuant to Section 7.2 herein, written notice thereof shall
forthwith be given to the other party and the transactions contemplated by this Agreement shall be terminated without further
action by either party. If this Agreement is terminated as provided in Section 7.1 or 7.2 herein, this Agreement shall become
void and of no further force and effect, except for Section 4.7 and Article 8 herein, which shall survive the termination of this
Agreement. Nothing in this Section 7.3 shall be deemed to release the Company or the Purchaser from any liability for any breach
under this Agreement, or to impair the rights of the Company or the Purchaser to compel specific performance by the other party
of its obligations under this Agreement.


 


ARTICLE
VIII.


MISCELLANEOUS


 


8.1
Fees and Expenses. 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, stamp taxes and other taxes and duties levied in connection
with the delivery of any Securities to the Purchaser.


 


8.2
Use of Proceeds. Notwithstanding Section 3.1(aa) hereof, nothing in this Agreement shall prohibit the Company from
using up to 40% of the proceeds derived from the transactions contemplated herein to service existing Indebtedness of the Company;
provided however, that the Company acknowledges and agrees that any Indebtedness owed to the Purchaser under the
terms of this Agreement and/or any other Agreement between the Company and the Purchaser shall be deemed senior to any other Indebtedness
of the Company so serviced.


 


8.3
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 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.


 


8.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New York
City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the 2nd Trading Day following the date of transmission
if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.


 


8.5
Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed,
in the case of an amendment, by the Company and the Purchaser 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.


 


8.6
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.


 


8.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors.
Neither party may assign this Agreement or any rights or obligations hereunder (other than by merger).


 




    	20



    	 



    

 


8.8
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.


 


8.9
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, 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. The parties hereby waive all rights
to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents,
then the prevailing party in such action 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.


 


8.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Draw
Down Shares.


 


8.11
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 the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid
and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as
if such facsimile or “.pdf” signature page were an original thereof.


 


8.12
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.


 


8.13
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the
case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under
such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance
of such replacement Securities.


 


8.14
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of
damages, each of the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties
agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained
in the Transaction Documents and hereby agrees to waive and not to assert in any action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


 




    	21



    	 



    

 


8.15
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 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.


 


8.16
Construction. The parties agree that each of them and/or their respective counsel has 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
hereto. 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


 


(Signature
Pages Follow)


 




    	22



    	 



    

 


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.


 


	ENDONOVO
    THERAPEUTICS, INC.	 	Address
                                         for Notice:

        6320
        Canoga Avenue, 15th Floor

        Woodland
        Hills, CA 91367

	 	 	 
	By:	/s/                     	 	Fax:
    805-669-3536
	Name:	Alan
    Collier	 	 
	Title:	CEO	 	 
	 	 	 	 
	With
                                         a copy to (which shall not constitute notice):

        Frank
        J Hariton, Esq.

        1065
        Dobbs Ferry Road

        White
        Plains, NY 10607
	 	Fax
    (914) 693-2963


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 




    	23



    	 



    

 


[PURCHASER
SIGNATURE PAGES TO ENDONOVO THERAPEUTICS, INC. ELOC PURCHASE AGREEMENT]


 


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


 


Name
of Purchaser: __________________________________


Signature
of Authorized Signatory of Purchaser: __________________________________


Name
of Authorized Signatory: ____________________________________________________


Title
of Authorized Signatory: _____________________________________________________


Email
Address of Purchaser:________________________________________________


Fax
Number of Purchaser: ________________________________________________


Address
for Notice of Purchaser:


 


Address
for Delivery of Securities for Purchaser (if not same as above):


 


Brokerage
Identification Code (if delivered via DWAC)


 


Commitment
Amount:


 


EIN
Number:


 




    	24



    	 



    

 


EXHIBIT
B


 


DRAW
DOWN NOTICE/COMPLIANCE CERTIFICATE


 


ENDONOVO
THERAPEUTICS, INC.


 


The
undersigned hereby certifies, with respect to shares of Common Stock of Endonovo Therapeutics, Inc. (the “Company”)
issuable in connection with this Draw Down Notice and Compliance Certificate dated _____________ (the “Notice”),
delivered pursuant to the Securities Purchase Agreement dated as of ___, 2016 (the “Agreement”), as follows:


 


1.The
undersigned is the duly appointed Chief Executive Officer or Chief Financial Officer of the Company.


 


2.Except
as set forth on the schedules attached hereto or in the SEC Reports (as defined in the Agreement), the representations and warranties
of the Company set forth in the Agreement are true and correct in all material respects as though made on and as of the date hereof,
except for representations and warranties are expressly made as of a particular date.


 


3.The
Company has performed in all material respects all covenants and agreements and conditions required under the Agreement to be
performed by the Company on or prior to the date of this Draw Down Notice.


 


4.
The Investment Amount is $___________.


 


5.Draw
Downs shall commence on ____________.


 


The
undersigned has executed this Certificate this ____ day of ________, _____.


 


	 	ENDONOVO
    THERAPEUTICS, INC. 
	 	 
	 	By:	                    
	 	Name:	 
	 	Title:	 


 


 




    	25



    	 



    

 


Schedule
3.1(a)


Subsidiaries


 


1.)We
Heal Animals, Inc.


 


2.)IP
Resources International, Inc.


 


3.)Aviva
Companies Corporation


 




    	26



    	 



    

 


Schedule
3.1(g)


Capitalization


 


Authorized
Shares of Common Stock = 250,000,000


Issued
Shares of Common Stock = 114,552,996


 


Remaining
Shares of Common Stock = 135,447,0045


Authorized
Shares of Preferred Stock = 5,000,000


Designated
Shares of Preferred Stock 1,000,000


Issued
Shares of Preferred Stock = 1,000


 




    	27



    	 



    

 


Schedule
3.1(i)


Undisclosed
Events, Liabilities or Developments


 


None.


 




    	28



    	 



    

 


Schedule
3.1(j)


Pending
Litigation


 


ENDONOVO
THERAPEUTICS, INC., a Delaware Corporation, Plaintiff, v. KODIAK CAPITAL GROUP, LLC, a Delaware Corporation , CRYSTAL RESEARCH
ASSOCIATES, LLC, a New Jersey Limited Liability Company, BMA SECURITIES, LLC, a Delaware Limited Liability Company, COR CLEARING,
LLC, a Nebraska Limited Liability Company, CLEAR TRUST, LLC, a Florida Limited Liability Company, RYAN HODSON, an individual,
SCOTT LOPEZ, an individual, and DOES 1-50, Inclusive, Superior Court Los Angeles County California case C – BC617437.


 


JMJ
FINANCIAL, a Nevada sole proprietorship, Plaintiff, vs. ENDONOVO THERAPEUTICS, INC., a Delaware corporation, Defendant. 11TH JUDICIAL
CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA Case Number 2016-009477-CA-01 (09).


 


VIS
VIRES GROUP, INC.,Plaintiff, against ENDONOVO THERAPEUTICS, INC. AND ALAN COLLIER, Defendants. UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK Civil Action No.: CV-16-0470 (ADS).


 




    	29



    	 



    

 


Schedule
3.1(s)


Certain
Fees


 


Aegis
Capital Corp.


810
Seventh Avenue, 18th Floor


New
York, NY 10019


917.206.8986


 


Alejandro
Barrientos


Vice
President


 




    	30



    	 



    

 


Schedule
3.1(ee)


Accountants


 


Rose,
Synder & Jacobs


15821
Ventura Boulevard, Suite 490


Encino,
CA 91436


818.461.0600


 


Alan
Kazden, Partner


Shana
Merrill, Partner




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