INVESTMENT AGREEMENT


 


THIS AGREEMENT dated as of the 9th
day of June, 2014 (the “Agreement”) is by and between Beaufort Capital Partners LLC (the
“Investor”), and Axxess Pharma, Inc. (the “Company”).


 


WHEREAS, the
parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to
the Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Two Million Dollars
($2,000,000) of the Company’s fully registered, freely tradable common stock (the “Common Stock”); and


 


WHEREAS, such
investments will be made in reliance upon the provisions of the Securities Act of 1933, as amended, and the regulations
promulgated thereunder (the “Securities Act”), and or upon such other exemption from the registration requirements
of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.


 


NOW, THEREFORE, the parties
hereto agree as follows:


 


ARTICLE I.


Certain Definitions


 


Section 1.1. “Advance”
shall mean the portion of the Commitment Amount requested by the Company in the Advance Notice.


 


Section 1.2. “Advance Date”
shall mean the fifth Trading Day after expiration of the applicable Pricing Period for each Advance.


 


Section 1.3. “Advance
Notice” shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer
of the Company and setting forth the Advance amount that the Company requests from the Investor. An Advance Notice cannot be sent
if a prior Advance has not yet been completed. No Advance Notice can be delivered by the Company on a day which is not a Trading
Day.


 


Section 1.4. [Intentionally Omitted]


 


Section 1.5. “Advance
Shares” shall mean the shares of Common Stock issued and sold to the Investor pursuant to an Advance Notice under the
terms and conditions hereof.


 


Section 1.6. “Average
Daily Trading Volume” means the average trading volume of the Common Stock of the ten Trading Days prior to the date
of delivery of the Advance.


 


Section 1.7. [Intentionally Omitted]


 


Section 1.8. “Closing
Daily Price” means, as related to the Common Stock as of any date, the last closing price for such security during normal
trading on the OTCQB, or, if the OTCQB is not the principal securities exchange or trading market for such security, the last closing
bid price during normal trading of such security on the principal securities exchange or trading market where such security is
listed or traded as reported by such principal securities exchange or trading market, or if the foregoing do not apply, the last
closing bid price during normal trading of such security in the over-the-counter market on the electronic bulletin board for such
security, or, if no closing bid price is reported for such security, the average of the bid prices of any market makers for such
security as reported in the "pink sheets" by the Pink OTC Markets, Inc. If the closing bid price cannot be calculated
for such security on such date on any of the foregoing bases, the closing bid price of such security on such date shall be the
fair market value as mutually determined by the Company and the Investor. If the Company and the Investor are unable to agree upon
the fair market value of the Common Stock, then such dispute shall be resolved by an investment banking firm mutually acceptable
to the Company and the Investor in this offering and any fees and costs associated therewith shall be paid by the Company and the
Investor, equally.


 


Section 1.9. “Closing”
shall mean one of the closings of a purchase and sale of Common Stock pursuant to Section 2.3.


 


Section 1.10. “Commitment Amount”
shall mean the aggregate amount of Two Million Dollars ($2,000,000) which the Investor has agreed to provide to the Company in
order to purchase the Common Stock pursuant to the terms and conditions of this Agreement.


 


Section 1.11. “Commitment Period”
shall mean the period commencing on the Effective Date, and expiring upon the termination of this Agreement in accordance with
Section 10.2.


 


Section 1.12. “Common Stock”
shall mean the Company’s freely tradable, fully registered and unencumbered common stock.


 


Section 1.13. “Condition Satisfaction
Date” shall have the meaning set forth in Section 7.2.


 


Section 1.14. “Damages”
shall mean any loss, claim, damage, liability, costs and expenses (including, without limitation, reasonable attorney’s fees
and disbursements and costs and expenses of expert witnesses and investigation).


 




    	 



    	 



    

 


Section 1.15. “Effective
Date” shall mean the date on which the SEC first declares effective a Registration Statement registering the resale of
the Registrable Securities as set forth in Section 7.2(a).


 


Section 1.16. “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


Section 1.17. “Environmental Laws”
shall have the meaning set forth in Section 4.11.


 


Section 1.18. “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


Section 1.19. “Evaluation Date”
shall have the meaning set forth in Section 4.30.


 


Section 1.20. “Event of Default”
shall have the meaning set forth in Section 7.2.


 


Section 1.21. “Indemnified Liabilities”
shall have the meaning set forth in Section 5.1(a).


 


Section 1.22. “Indemnified Party”
and “Indemnifying Party” shall have the meaning set forth in Section 5.2.


 


Section 1.23. “Investor Indemnitees”
shall have the meaning set forth in Section 5.1(a).


 


Section 1.24. “Losses”
shall have the meaning set forth in Section 5.1(b).


 


Section 1.25. “Material
Adverse Effect” shall mean any condition, circumstance, or situation that may result in, or reasonably be expected to
result in (i) a material adverse effect on the legality, validity or enforceability of the Agreement, including on the legal status
of the Advance Shares as free trading, (ii) a material adverse effect on the results of operations, assets, business or condition
(financial or otherwise) of the Company, taken as a whole, (iii) a material adverse effect on the Company’s ability to perform
its obligations hereunder in any material respect on a timely basis its obligations under the Agreement, or (iv) shares of the
Company cease to be listed or trading of the Common Stock is suspended continuously for more than five (5) trading days.


 


Section 1.26. “Market
Price” shall mean the median price for the average of the ten (10) Closing Daily Prices and the ten (10) closing bid
prices of the Company’s Common Stock during the Pricing Period.


 


Section 1.27. “Maximum
Advance Amount” The number of Advance Shares sold in each Advance shall not be greater than either (i) two hundred fifty
percent (250%) of the Average Daily Trading Volume, or (ii) the number of shares of Common Stock which would cause the aggregate
holdings of the Investor’s shares of common stock of the Company to be greater than 4.99% of the issued and outstanding shares
of common stock of the Company (including Common Stock and shares of restricted common stock).


 


Section 1.28. “Maximum Common
Stock Issuance” shall have the meaning set forth in Section 2.8.


 


Section 1.29. “Ownership Limitation”
shall have the meaning set forth in Section 2.2.


 


Section 1.30. “Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


Section 1.31. “Pricing Period”
shall mean the ten (10) consecutive Trading Days prior to the Advance Date.


 


Section 1.32. “Principal
Market” shall mean whichever of the following markets or exchanges on which the Common Stock is listed or quoted for
trading on the date in question: the New York Stock Exchange, the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market,
the Nasdaq Global Select Market, the Over-The-Counter Bulletin Board, or the OTC Market Group’s OTCQX, OTCQB or OTC Pink
(or any successors to any of the foregoing)..


 


Section 1.33. “Purchase Price”
shall mean seventy percent (70%) of the Market Price during the Pricing Period.


 


Section 1.34. “Registrable
Securities” shall mean the Advance Shares to be issued hereunder (i) in respect of which a Registration Statement has
not been declared effective by the SEC, (ii) which have not been sold under circumstances meeting all of the applicable conditions
of Rule 144 or (iii) which have not been otherwise transferred to a holder who may trade such Advance Shares without restriction
under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such securities not
bearing a restrictive legend.


 


Section 1.35. “Registration Limitation”
shall have the meaning set forth in Section 2.2.


 


Section 1.36. “Registration
Rights Agreement” shall mean the Registration Rights Agreement dated the date hereof, regarding the filing of the Registration
Statement for the resale of the Registrable Securities, entered into between the Company and the Investor.


 




    	 



    	 



    

 


Section 1.37. “Registration
Statement” shall mean a registration statement on Form S-1 or Form S-3 (if use of such form is then available to the
Company pursuant to the rules of the SEC and, if not, on such other form promulgated by the SEC for which the Company then qualifies
and which counsel for the Company shall deem appropriate, and which form shall be available for the resale of the Registrable Securities
to be registered thereunder in accordance with the provisions of this Agreement and the Registration Rights Agreement, and in accordance
with the intended method of distribution of such securities), for the registration of the resale by the Investor of the Registrable
Securities under the Securities Act.


 


Section 1.38. [Intentionally
Omitted]


 


Section 1.39. “Related
Party” shall have the meaning set forth in Section 6.15.


 


Section 1.40. “Rule
144” shall mean Rule 144 (or any similar provision then in force) promulgated under the Securities Act.


 


Section 1.41. “SEC”
shall mean the United States Securities and Exchange Commission.


 


Section 1.42. “Securities
Act” shall have the meaning set forth in the recitals.


 


Section 1.43. “Third
Party Claim” shall have the meaning set forth in Section 5.2(b).


 


Section 1.44. “Trading
Day” shall mean any day during which the New York Stock Exchange shall be open for business.


 


Section 1.45. “Valuation
Event” shall have the meaning set forth in Section 2.10.


 


Section 1.46. “Trading
Day” shall mean any day during which the New York Stock Exchange shall be open for business.


 


Section 1.47. “VWAP”
means, as of any date, the daily dollar volume-weighted average price for such security as reported by Bloomberg, LP through its
“Historical Price Table Screen (HP)” with Market: Weighted Average function selected (or comparable financial news
service (U.S market only)), or, if no dollar volume-weighted average price is reported for such security by Bloomberg, LP (or comparable
financial news service (U.S market only)), the average of the highest closing bid price and the lowest closing ask price of any
of the market makers for such security as reported on OTC Markets.


 


ARTICLE II.


Advances


 


Section 2.1. Advances


 


Subject to the terms
and conditions of this Agreement (including, without limitation, the provisions of Article VII hereof), the Company, at its sole
and exclusive option, may issue and sell to the Investor, and the Investor shall purchase from the Company, Advance Shares, by
the delivery, in the Company’s sole discretion, of Advance Notices. The aggregate maximum amount of all Advances that the
Investor shall be obligated to make under this Agreement shall not exceed the Commitment Amount. Once an Advance Notice is received
by the Investor, it shall not be terminated, withdrawn or otherwise revoked by the Company except as set forth in this Agreement.


 


Section 2.2. Mechanics.


 


(a) Advance Notice.
At any time during the Commitment Period, the Company may require the Investor to purchase Advance Shares by delivering an Advance
Notice to the Investor, subject to the conditions set forth in Article VII; provided, however, that (i) the amount for each Advance
as designated by the Company in the applicable Advance Notice shall not be more than the Maximum Advance Amount , (ii) the aggregate
amount of the Advances pursuant to this Agreement shall not exceed the Commitment Amount, (iii) in no event shall the number of
Advance Shares issuable to the Investor pursuant to an Advance cause the aggregate number of shares of Common Stock beneficially
owned by the Investor and its affiliates to exceed 4.99% of the then outstanding Common Stock (the “Ownership Limitation”)
(as of the date of this Agreement, Investor and its affiliates held zero (0%) percent of the outstanding Common Stock), (iv) under
no circumstances shall the aggregate offering price or number of Advance Shares, as the case may be, exceed the aggregate offering
price or number of shares of Common Stock available for issuance under a Registration Statement (the “Registration Limitation”)
and (v) the Common Stock must be DWAC eligible and sent to the Investor in electronic form, instead of certificate form.
In the event that the Investor sends written acceptance of accepting a physical certificate, all fees and expenses for
this certificate will be paid by the Company.


 


(b) Date of Delivery
of Advance Notice. An Advance Notice shall be deemed delivered on (i) the Trading Day it is received by email (to the address
set forth in Section 11.1 herein) by the Investor if such notice is received prior to 5:00 pm Eastern Time, or (ii) the immediately
succeeding Trading Day if it is received by email after 5:00 pm Eastern Time on a Trading Day or at any time on a day which is
not a Trading Day. No Advance Notice may be deemed delivered on a day that is not a Trading Day. The Company acknowledges and agrees
that the Investor shall be entitled to treat any email it receives from officers whose email addresses are identified by the Company
purporting to be an Advance Notice as a duly executed and authorized Advance Notice from the Company.


 


Section 2.3. Closings.


 


(a) Within five (5)
Trading Days of the Advance Date, the Company shall deliver to the Investor’s brokerage account in electronic form, such
number of Advance Shares of the DWAC eligible Common Stock registered in the name of the Investor in accordance with the Advance
Notice and pursuant to this Agreement. Once such Advance Shares have been accepted by the Investor, the Investor shall immediately
deliver to the Company the amount of the Advance by wire transfer of immediately available funds as determined by the Purchase
Price. On or prior to the Advance Date, each of the Company and the Investor shall deliver to the other all documents, instruments
and writings required to be delivered by either of them pursuant to Section 2.3(b) below in order to implement and effect
the transactions contemplated herein.


 




    	 



    	 



    

 


(b) Obligations
Upon Closing. The Investor agrees to advance the amount corresponding to the Advance Notice to the Company upon completion
of each of the following conditions:


 


(i) The Company shall
have delivered via electronic delivery to the Investor the Advance Shares applicable to the Advance in accordance with Section
2.3(a).


 


(ii) A Registration Statement
filed pursuant to the Registration Rights Agreement shall be effective and available for the resale of all applicable Advance Shares
to be issued in connection with the Advance and any certificates evidencing such shares shall be free of restrictive legends.


 


(iii) the Company shall
have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable
Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be
legally permitted by all laws and regulations to which the Company is subject;


 


(iv) the Company shall
have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company”
under the Exchange Act and applicable SEC regulations; and


 


(v) the Company’s transfer agent shall
be DWAC eligible.


 


Section 2.4. [Intentionally Omitted]


 


Section 2.5. Hardship.
In the event the Investor sells shares of the Advance Shares after receipt of an Advance Notice and the Company fails to perform
the obligations mandated in Section 2.3, which are within the sole control of the Company, the Company agrees that in addition
to and in no way limiting the rights and obligations set forth in Article V hereto and in addition to any other remedy to which
the Investor is entitled at law or in equity, including, without limitation, specific performance, it will hold the Investor harmless
against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection
with such default by the Company and acknowledges that irreparable damage would occur in the event of any such default. It is accordingly
agreed that the Investor shall be entitled to an injunction or injunctions to prevent such breaches of this Agreement and to specifically
enforce, without the posting of a bond or other security, the terms and provisions of this Agreement.


 


Section 2.6. [Intentionally Omitted]


 


Section 2.7 Increase
in Commitment Amount. At any time prior to the one year anniversary of the Effective Date (the “Commitment Increase
Date”) the Company may notify the Investor in writing that it wishes to increase the Commitment Amount (provided that
the Company has the ability to register the additional Commitment Amount on the Registration Statement) effective upon the Commitment
Increase Date and the Commitment Amount shall automatically be deemed increased.


 


Section 2.8 [Intentionally Omitted]


 


Section 2.9 Overall
Limit on Issuable Common Stock. Notwithstanding anything contained herein to the contrary, if during the Commitment Period
the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be issued without shareholder
approval, then the total number of Advance Shares issuable by the Company and purchasable by the Investor pursuant to this Agreement
shall not exceed that number of shares of Common Stock that may be issuable without shareholder approval (the “Maximum
Common Stock Issuance”). If such issuance of Advance Shares could cause a delisting on the Principal Market,
then the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable
law and the By-laws and Amended and Restated Articles of Incorporation of the Company. The parties understand and agree that the
Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization
of the issuance and sale of Advance Shares in accordance with the terms and conditions hereof to the Investor or the Investor's
obligation in accordance with the terms and conditions hereof to purchase a number of Advance Shares in the aggregate up to the
Maximum Common Stock Issuance limitation, and that such approval pertains only to the applicability of the Maximum Common Stock
Issuance limitation provided in this Section 2.9.


 


Section 2.10. Valuation
Event. The Company agrees that it shall not take any action that would result in a Valuation Event occurring during a Pricing
Period. Valuation Event shall mean an event in which the Company at any time during a Pricing Period takes any of the following
actions: (i) subdivides or combines its Common Stock or (ii) pays a dividend in Ordinary Shares or makes any other purchase of
its Ordinary Shares.


 


ARTICLE III.


Representations of Investor


 


Investor hereby represents
and warrants to, and agrees with, the Company that the following are true and correct as of the date hereof and as of each Advance
Date:


 




    	 



    	 



    

 


Section 3.1. Organization
and Authorization. The Investor is duly incorporated or organized and validly existing in the jurisdiction of its incorporation
or organization and has all requisite power and authority to purchase and hold the securities issuable hereunder. The decision
to invest and the execution and delivery of this Agreement by such Investor, the performance by such Investor of its obligations
hereunder and the consummation by such Investor of the transactions contemplated hereby have been duly authorized and requires
no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this
Agreement and all other instruments (including, without limitations, the Registration Rights Agreement), on behalf of the Investor.
This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance
thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor
in accordance with its terms.


 


Section 3.2. Evaluation
of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating
the merits and risks of, and bearing the economic risks entailed by, an investment in the Company and of protecting its interests
in connection with this transaction. It recognizes that its investment in the Company involves a high degree of risk.


 


Section 3.3. No
Legal Advice from the Company. The Investor acknowledges that it had the opportunity to review this Agreement and the transactions
contemplated by this Agreement with his or its own legal counsel and investment and tax advisors. The Investor is relying solely
on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents
for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities
laws of any jurisdiction.


 


Section 3.4. Information.
The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances
and operations of the Company and information it deemed material to making an informed investment decision. The Investor and its
advisors, if any, have been afforded the opportunity to ask questions of the Company and its management and has either done so
or has waived its opportunity to do so. Neither such inquiries nor any other due diligence investigations conducted by such Investor
or its advisors, if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s
representations and warranties contained in this Agreement. The Investor understands that its investment involves a high degree
of risk. The Investor is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining
power, enabled and enables such Investor to obtain information from the Company in order to evaluate the merits and risks of this
investment.


 


Section 3.5. Receipt
of Documents. The Investor and its counsel have received and read in their entirety: (i) this Agreement and the Exhibits annexed
hereto; (ii) all due diligence and other information necessary to verify the accuracy and completeness of such representations,
warranties and covenants; and (iii) answers to all questions the Investor submitted to the Company regarding an investment in the
Company; and the Investor has relied on the information contained therein and has not been furnished any other documents, literature,
memorandum or prospectus.


 


Section 3.6. Not
an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with the Company or any “Affiliate” of the Company
(as that term is defined in Rule 405 of the Securities Act).


 


Section 3.7. Trading
Activities. The Investor’s trading activities with respect to the Common Stock shall be in compliance with all applicable
securities laws, rules and regulations and the rules and regulations of the Principal Market on which the Common Stock is listed
or traded. Investor makes no representations or covenants that it will not engage in trading in the securities of the Company,
other than the Investor will not engage in any short sales of the Common Stock, or other similar activity that profits on the decline
in the price of Common Stock, at any time during the Agreement. Nothing contained in this Agreement shall be deemed a representation
or warranty by the Investor to hold any Stock for any period of time. The Company acknowledges and agrees that transactions in
its securities by the Investor may impact the market price of the Stock, including during periods when the prices at which the
Company may be required to issue Investor’s stock are determined.


 


Section 3.8. Accredited Investor.
The Investor is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act.


 


Section 3.9. No
Conflicts. The execution, delivery and performance of this Agreement and all other instruments by the Investor and the consummation
by the Investor of the transactions contemplated hereby and thereby will not result in a violation of organizational documents
or any other agreements of the Investor, or result in a violation of any law, rule, regulation, order, judgment or decree applicable
to the Investor.


 


Section 3.10. Investment
Purposes. The Investor is purchasing the Advanced Shares for its own account for investment purposes and not with a view towards
distribution and agrees to resell or otherwise dispose of the Advanced Shares solely in accordance with the registration provisions
of the Securities Act (or pursuant to an exemption from such registration provisions).


 


ARTICLE IV.


Representations and Warranties of the Company


 


Except as stated below,
on the disclosure schedules attached hereto the Company hereby represents and warrants to, and covenants with, the Investor that
the following are true and correct as of the date hereof:


 


Section 4.1. Organization
and Qualification. The Company is duly incorporated or organized and validly existing in the jurisdiction of its incorporation
or organization and has all requisite corporate power to own its properties and to carry on its business as now being conducted.
Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every
jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that
the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries
taken as a whole.


 




    	 



    	 



    

 


Section 4.2. Authorization,
Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into
and perform this Agreement, the Registration Rights Agreement and any related agreements, in accordance with the terms hereof and
thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement and any related agreements by the
Company and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by the Company’s
Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders,
(iii) this Agreement, the Registration Rights Agreement and any related agreements have been duly executed and delivered by the
Company, (iv) this Agreement, the Registration Rights Agreement and assuming the execution and delivery thereof and acceptance
by the Investor and any related agreements constitute the valid and binding obligations of the Company enforceable against the
Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement
of creditors’ rights and remedies.


 


Section 4.3. Capitalization.
The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, of which ____________ shares of Common
Stock are issued and outstanding, and 20,000,000 shares of authorized Preferred Stock, of which 20,000,000 shares are issued and
outstanding All of such outstanding shares have been validly issued and are fully paid and nonassessable. No shares of Common Stock
are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company.
Except as disclosed on Schedule 4.3, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital
stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company
or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries
or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities
or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding
debt securities (iii) there are no outstanding registration statements; and (iv) there are no agreements or arrangements
under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities
Act (except pursuant to the Registration Rights Agreement), except pursuant to the terms of an agreement between the Company and
the Investor. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this
Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished
to the Investor true and correct copies of the Company’s Articles of Incorporation, as amended and as in effect on the date
hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the
“By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material
rights of the holders thereof in respect thereto.


 


Section 4.4. No
Conflict. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby will not (i) result in a violation of the Articles of Incorporation, any certificate of designations
of any outstanding series of preferred stock of the Company or By-laws or (ii) conflict with or constitute a default (or an event
which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party,
or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and
regulations and the rules and regulations of the Principal Market on which the Common Stock is quoted) applicable to the Company
or any of its subsidiaries or by which any material property or asset of the Company or any of its subsidiaries is bound or affected
and which would cause a Material Adverse Effect. Neither the Company nor its subsidiaries is in violation of any term of or in
default under its Articles of Incorporation or By-laws or their organizational charter or by-laws, respectively, or any material
contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation
applicable to the Company or its subsidiaries. The business of the Company and its subsidiaries is not being conducted in violation
of any material law, ordinance, and regulation of any governmental entity. Except as specifically contemplated by this Agreement
and as required under the Securities Act and any applicable state securities laws, the Company is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute,
deliver or perform any of its obligations under or contemplated by this Agreement or the Registration Rights Agreement in accordance
with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company is required
to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company and its
subsidiaries are unaware of any fact or circumstance which might give rise to any of the foregoing.


 


Section 4.5. [Intentionally Omitted]


 


Section 4.6. No
Misstatement or Omission. Each part of the Registration Statement, when such part became or becomes effective, and the related
prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed
or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated
thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading; and the Prospectus, on the date of filing thereof with the SEC and at each Advance Date, did not or will
not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements
or omissions in any such document made in reliance on information furnished in writing to the Company by the Investor expressly
stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement
thereto.


 


Section 4.7. No
Default. The Company is not in default in the performance or observance of any material obligation, agreement, covenant or
condition contained in any indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party
or by which it is or its property is bound and neither the execution, nor the delivery by the Company, nor the performance by the
Company of its obligations under this Agreement or any of the exhibits or attachments hereto will conflict with or result in the
breach or violation of any of the terms or provisions of, or constitute a default or result in the creation or imposition of any
lien or charge on any assets or properties of the Company under its Articles of Incorporation, By-Laws, any material indenture,
mortgage, deed of trust or other material agreement applicable to the Company or instrument to which the Company is a party or
by which it is bound, or any statute, or any decree, judgment, order, rules or regulation of any court or governmental agency or
body having jurisdiction over the Company or its properties, in each case which default, lien or charge is likely to cause a Material
Adverse Effect on the Company’s business or financial condition.


 




    	 



    	 



    

 


Section 4.8. Absence
of Events of Default. No Event of Default, as defined in the respective agreement to which the Company is a party, and no event
which, with the giving of notice or the passage of time or both, would become an Event of Default (as so defined), has occurred
and is continuing, which would have a Material Adverse Effect on the Company’s business, properties, prospects, financial
condition or results of operations. The Company shall notify the Investor immediately upon any Event of Default, or anything that
is likely to detrimentally affect the ability of the Company to perform its obligations under this Agreement, occurring, or becoming,
to the Company’s knowledge, likely to occur, and include the specifics of such Event of Default or other event in its notice.
At the Investor’s request, the Company shall provide the Investor with a certificate signed by its Chief Executive Officer,
which shall state whether an Event of Default has occurred or is continuing.


 


Section 4.9. Intellectual
Property Rights. The Company and its subsidiaries own or possess adequate rights or licenses to use all material trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted.
The Company and its subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries of trademark,
trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations,
trade secret or other similar rights of others, and, to the knowledge of the Company, there is no claim, action or proceeding being
made or brought against, or to the Company’s knowledge, being threatened against, the Company or its subsidiaries regarding
trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations,
trade secret or other infringement; and the Company and its subsidiaries are unaware of any facts or circumstances which might
give rise to any of the foregoing.


 


Section 4.10. Employee
Relations. Neither the Company nor any of its subsidiaries is involved in any labor dispute nor, to the knowledge of the Company
or any of its subsidiaries, is any such dispute threatened. None of the Company’s or its subsidiaries’ employees is
a member of a union and the Company and its subsidiaries believe that their relations with their employees are good.


 


Section 4.11. Environmental
Laws. The Company and its subsidiaries are (i) in compliance with any and all applicable material foreign, federal, state and
local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances
or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance
with all terms and conditions of any such permit, license or approval.


 


Section 4.12. Title.
The Company has good and marketable title to its properties and material assets owned by it, free and clear of any pledge, lien,
security interest, encumbrance, claim or equitable interest other than such as are not material to the business of the Company.
Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting
and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made
of such property and buildings by the Company and its subsidiaries.


 


Section 4.13. Insurance.
Upon the Company generating revenue, the Company and each of its subsidiaries will become insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary
in the businesses in which the Company and its subsidiaries are engaged. Neither the Company nor any such subsidiary has been refused
any insurance coverage sought or applied for and neither the Company nor any such subsidiary has any reason to believe that it
will not be able to renew its existing liability insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the
condition, financial or otherwise, or the earnings, business or operations of the Company and its subsidiaries, taken as a whole.


 


Section 4.14. Regulatory
Permits. The Company and its subsidiaries possess all material certificates, authorizations and permits issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct their respective businesses and neither the Company nor any
such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization
or permit.


 


Section 4.15. [Intentionally Omitted]


 


Section 4.16. No
Material Adverse Breaches, etc. Neither the Company nor any of its subsidiaries is subject to any charter, corporate or other
legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has
or is expected in the future to have a Material Adverse Effect on the business, properties, operations, financial condition, results
of operations or prospects of the Company or its subsidiaries. Except as set forth in the SEC Documents, neither the Company nor
any of its subsidiaries is in breach of any contract or agreement which breach, in the judgment of the Company’s officers,
has or is expected to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations
or prospects of the Company or its subsidiaries.


 


Section 4.17. Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending against or affecting the Company, the Common Stock or any of
the Company’s subsidiaries, wherein an unfavorable decision, ruling or finding would (i) have a Material Adverse Effect
on the transactions contemplated hereby (ii) adversely affect the validity or enforceability of, or the authority or ability
of the Company to perform its obligations under, this Agreement or any of the documents contemplated herein, or (iii) have a
Material Adverse Effect on the business, operations, properties, financial condition or results of operation of the Company
and its subsidiaries taken as a whole.


 


Section 4.18. [Intentionally Omitted]


 


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


 




    	 



    	 



    

 


Section 4.20. Certain
Transactions. None of the officers, directors, or employees of the Company is presently a party to any transaction with the
Company (other than for services as employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring
payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust
or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee
or partner.


 


Section 4.21. Rights
of First Refusal. The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis
or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers,
agents or other third parties.


 


Section 4.22. Use
of Proceeds. The Company shall use the net proceeds from this offering for working capital and other general corporate purposes
including paying relevant fees and commissions incurred from this transaction. The Company will not provide any funding to or
purchase an interest in any person listed by the United States Department of the Treasury’s Office of Foreign Assets Control
as a Specially Designated National and Blocked Person.


 


Section 4.23. [Intentionally Omitted]


 


Section 4.24. [Intentionally Omitted]


 


Section 4.25. [Intentionally Omitted]


 


Section 4.26. Dilutive
Effect. The Company understands and acknowledges that the number of Advance Shares issuable upon purchases pursuant to this
Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance wherein the trading
price of the Common Stock declines during the Pricing Period. The Company's executive officers and directors fully understand the
nature of the transactions contemplated by this Agreement and recognize that they have a potential dilutive effect on the shareholders
of the Company. The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the Agreement,
its obligation to issue Advance Shares upon purchases pursuant to this Agreement is absolute and unconditional regardless of the
dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.


 


Section 4.27. Acknowledgment
Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the
capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Company
further acknowledges that the Investor is not acting as a financial advisor, partner or fiduciary of the Company or any of its
affiliates or subsidiaries (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereunder
and any advice given by the Investor or any of its representatives or agents in connection with this Agreement and the transactions
contemplated hereunder is merely incidental to the Investor’s purchase of the Common Stock hereunder. The Company is aware
and acknowledges that it may not be able to request Advances under this Agreement if it cannot obtain an effective Registration
Statement or if any issuances of Common Stock pursuant to any Advances would violate any rules of the Principal Market.


 


Section 4.28. No
Advice from the Investor. The Company acknowledges that it has reviewed this Agreement and the transactions contemplated by
this Agreement with his or its own legal counsel and investment and tax advisors. The Company is relying solely on such counsel
and advisors and not on any statements or representations of the Investor or any of its representatives or agents for legal, tax
or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of
any jurisdiction. The Company is not relying on any representation except for the representations of the Investor contained in
this Agreement.


 


Section 4.29. No Similar Transactions.
The Company has not entered into any transaction similar in nature to the one described in this Agreement.


 


Section 4.30. [Intentionally Omitted]


 


Section 4.31 Other Transactions.
During the Term of the Investment Agreement, the Company will be prohibited from effecting or entering into an Equity Line of Credit,
whereby the Issuer may sell securities at a future determined price.


 


Section 4.32 The
Advance Shares. The Advance Shares have been duly authorized and, when issued, delivered and paid for pursuant to this Agreement,
will be validly issued and fully paid and non-assessable, free and clear of all encumbrances and will be issued in compliance with
all applicable United States federal and state securities laws; the capital stock of the Company, including the Common Stock, conforms
in all material respects to the description thereof contained in the Registration Statement and the Common Stock, including the
Advance Shares, will conform to the description thereof contained in the Prospectus as amended or supplemented. Neither the stockholders
of the Company, nor any other Person have any preemptive rights or rights of first refusal with respect to the Advance Shares or
other rights to purchase or receive any of the Advance Shares or any other securities or assets of the Company, and no Person has
the right, contractual or otherwise, to cause the Company to issue to it, or register pursuant to the Securities Act, any shares
of capital stock or other securities or assets of the Company upon the issuance or sale of the Advance Shares. The Company is not
obligated to offer the Advance Shares on a right of first refusal basis or otherwise to any third parties including, but not limited
to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.


 


Section 4.33 [Intentionally Omitted]


 


Section 4.34 Blue
Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company
shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the
Investor at each of the Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of such states
of the United States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor
on or prior to the Closing Date.


 




    	 



    	 



    

 


Section 4.35 Reservation
of Shares. The Company shall reserve thirty million (30,000,000) shares of Common Stock for the issuance of the Advanced Shares
to the Investor as required hereunder. In the event that the Company determines that it does not have a sufficient number of authorized
shares of Common Stock to reserve and keep available for issuance, the Company shall use all commercially reasonable efforts to
increase the number of authorized shares of Common Stock by seeking shareholder approval for the authorization of such additional
shares.


 


Section 4.36 Payment
Set Aside. To the extent that the Company makes a payment or payments to the Investor hereunder or under the Registration Rights
Agreement or the Investor enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds
of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be invalid or preferential, set aside,
recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or
any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable
cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had
not occurred.


 


Section 4.37 Share
Capital. There are no securities or instruments containing anti-dilution of similar provision that will be triggered by the
issuance of shares of Common Stock pursuant to this Agreement. The Company does not have any stock appreciation rights or “phantom
stock” plans or agreements or any similar plan or agreement and there is no dispute as to the class of any shares of the
Company.


 


ARTICLE V.


Indemnification


 


The Investor and the Company represent to the other
the following with respect to itself:


 


Section 5.1. Indemnification.


 


(a) In consideration
of the Investor’s execution and delivery of this Agreement, and in addition to all of the Company’s other obligations
under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Investor, and all of its officers, directors,
partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of
action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective
of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including
reasonable attorneys’ fees and disbursements (the “ Indemnified Liabilities”), incurred by the
Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any misrepresentation or breach
of any representation or warranty made by the Company in this Agreement or the Registration Rights Agreement or any other certificate,
instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained
in this Agreement or the Registration Rights Agreement or any other certificate, instrument or document contemplated hereby or
thereby, or (c) any cause of action, suit or claim brought or made against such Investor Indemnitee not arising out of any action
or inaction of an Investor Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement
of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the Investor Indemnitees. To
the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum
contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.


 


(b)Contribution.
In the event that the indemnity provided in Section 5.1 is unavailable to or insufficient to hold harmless an indemnified
party for any reason, the Company severally agrees to contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”)
to which the Company may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company
on the one hand from transactions contemplated by this Agreement. If the allocation provided by the immediately preceding sentence
is unavailable for any reason, the Company and the Investor severally shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Investor on the other
in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations.
Benefits received by the Company shall be deemed to be equal to the total proceeds from the offering (net of underwriting discounts
and commissions but before deducting expenses) received by it, and benefits received by the Investor shall be deemed to be equal
to the total discounts received by the Investor. Relative fault shall be determined by reference to, among other things, whether
any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information provided by the Company on the one hand or the Investor on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Investor
agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation
which does not take account of the equitable considerations referred to above. The aggregate amount of losses, liabilities, claims,
damages and expenses incurred by an indemnified party and referred to above in this section shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon
any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this section the
Investor shall not be required to contribute any amount in excess of the amount by which the Purchase Price for Shares actually
purchased pursuant to this Agreement exceeds the amount of any damages which the Investor has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged omission. For purposes of this Article V, each person
who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each director,
officer, employee and agent of the Investor shall have the same rights to contribution as the Investor, and each person who controls
the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each officer of the Company
who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as
the Company, subject in each case to the applicable terms and conditions of this section.


 


(c)The remedies
provided for in this Article V are not exclusive and shall not limit any rights or remedies which may otherwise be available to
any indemnified person at law or in equity. The obligations of the parties to indemnify or make contribution under this Article
V shall survive termination.


 




    	 



    	 



    

 


(d) Notwithstanding
anything in this Agreement to the contrary, neither party to this Agreement shall be responsible or liable for any indirect, special,
punitive, or consequential damages actually or allegedly suffered or incurred by the other party to this Agreement arising under,
out of, or relating to this Agreement even if the other party has been advised or knew, or should have known, of the possibility
thereof.


 


Section 5.2 Notification
of Claims for Indemnification. Each party entitled to indemnification under this Article V (an “Indemnified Party”)
shall, promptly after the receipt of notice of the commencement of any claim against such Indemnified Party in respect of
which indemnity may be sought from the party obligated to indemnify such Indemnified Party under this Article V (the “Indemnifying
Party”), notify the Indemnifying Party in writing of the commencement thereof. Any such notice shall describe the claim
in reasonable detail. The failure of any Indemnified Party to so notify the Indemnifying Party of any such action shall not relieve
the Indemnifying Party from any liability which it may have to such Indemnified Party (a) other than pursuant to this Article V
or (b) under this Article V unless, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture
of substantive rights or defenses or the Indemnifying Party is prejudiced by such delay. The procedures listed below shall govern
the procedures for the handling of indemnification claims.


 


(a) Any claim for indemnification
for Indemnified Liabilities that do not result from a Third Party Claim as defined in the following paragraph, shall be asserted
by written notice given by the Indemnified Party to the Indemnifying Party. Such Indemnifying Party shall have a period of thirty
(30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within
such thirty (30) day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment as
set forth in Section 5.1. If such Indemnifying Party does not respond within such thirty (30) day period or rejects such claim
in whole or in part, the Indemnified Party shall be free to pursue such remedies as specified in this Agreement.


 


(b) If an Indemnified
Party shall receive notice or otherwise learn of the assertion by a person or entity not a party to this Agreement of any threatened
legal action or claim (collectively a “Third Party Claim”), with respect to which an Indemnifying Party may
be obligated to provide indemnification, the Indemnified Party shall give such Indemnifying Party written notice thereof within
twenty (20) days after becoming aware of such Third Party Claim.


 


(c) An Indemnifying
Party may elect to defend (and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or
compromise) at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party
Claim. Within thirty (30) days after the receipt of notice from an Indemnified Party (or sooner if the nature of such Third Party
Claim so requires), the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party will assume responsibility
for defending such Third Party Claim, which election shall specify any reservations or exceptions. If such Indemnifying Party does
not respond within such thirty (30) day period or rejects such claim in whole or in part, the Indemnified Party shall be free to
pursue such remedies as specified in this Agreement. In case any such Third Party Claim shall be brought against any Indemnified
Party, and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume
the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided,
however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own
expense. Notwithstanding the foregoing, in any Third Party Claim in which both the Indemnifying Party, on the one hand, and an
Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right
to employ separate counsel and to control its own defense of such claim if, in the reasonable opinion of counsel to such Indemnified
Party, either (x) one or more significant defenses are available to the Indemnified Party that are not available to the Indemnifying
Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party,
on the other hand, that would make such separate representation advisable; provided, however, that in such circumstances the Indemnifying
Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse
the Indemnified Parties for such reasonable fees and expenses of such counsel incurred in any such Third Party Claim, as such expenses
are incurred, provided that the Indemnified Parties agree to repay such amounts if it is ultimately determined that the Indemnifying
Party was not obligated to provide indemnification under this Article IX. The Indemnifying Party agrees that it shall not, without
the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or
threatened claim relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually
threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of such
Indemnified Party from all liability arising or that may arise out of such claim. The Indemnifying Party shall not be liable for
any settlement of any claim effected against an Indemnified Party without the Indemnifying Party’s written consent, which
consent shall not be unreasonably withheld, conditioned or delayed. The rights accorded to an Indemnified Party hereunder shall
be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise; provided, however,
that notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Article V shall restrict
or limit any rights that any Indemnified Party may have to seek equitable relief.


 


ARTICLE VI.


Covenants


 


Section 6.1. Registration
Rights. The Company shall cause the Registration Rights Agreement to remain in full force and effect and the Company shall
comply in all material respects with the terms thereof. During the Commitment Period, the Company shall notify the Investor promptly
if (i) the Registration Statement shall cease to be effective under the Securities Act, (ii) the Common Stock shall cease to be
authorized for listing on the Principal Market, (iii) the Common Stock ceases to be registered under Section 12(g) of the Exchange
Act or (iv) the Company fails to file in a timely manner all reports and other documents required of it as a reporting company
under the Exchange Act.


 


Section 6.2. Quotation of Common
Stock. The Company shall maintain the Common Stock’s authorization for quotation on the Principal Market and use
its best efforts to file within any mandatory timeframe all reports required to be filed by the Company.


 


Section 6.3. Exchange
Act Registration. The Company will cause its Common Stock to continue to be registered under Section 12(g) of the Exchange
Act, will file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act
and will not take any action or file any document (whether or not permitted by Exchange Act or the rules thereunder) to terminate
or suspend such registration or to terminate or suspend its reporting and filing obligations under said Exchange Act.


 




    	 



    	 



    

 


Section 6.4. Transfer
Agent Instructions. On the Advance Date, the Company shall deliver instructions to its transfer agent to issue shares of Common
Stock to the Investor free of restrictive legends.


 


Section 6.5. Corporate
Existence. The Company will take all steps necessary to preserve and continue the corporate existence of the Company.


 


Section 6.6. Notice
of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company shall not deliver to the Investor
any Advance Notice during the continuation of any of the following events: (i) receipt of any request for additional information
by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement
for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other Federal
or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation
of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related prospectus
of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires
the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration
Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s
reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will
promptly make available to the Investor any such supplement or amendment to the related prospectus..


 


Section 6.7. Prohibited
Transactions. During the term of this Agreement, the Company shall not enter into any Prohibited Transaction without the
prior written consent of the Investor, which consent may be withheld at the sole discretion of the Investor. For the purposes
of this Agreement, the term “Prohibited Transaction” shall refer to the issuance by the Company of any
“future priced securities,” which shall mean the issuance of shares of Common Stock or securities of any type
whatsoever that are, or may become, convertible or exchangeable into shares of Common Stock pursuant to any equity line
financing.


 


Section 6.8. Consolidation;
Merger; Subdivision of Stock. The Company shall not, at any time after the delivery of an Advance Notice and before the Advance
Date applicable to such Advance Notice, effect any merger or consolidation of the Company with or into, or a transfer of all or
substantially all the assets of the Company to another entity (a “Consolidation Event”) unless the resulting
successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such
shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.


 


Section 6.9. Transfer
Agent Instructions. The Company shall direct the Company’s transfer agent to remove the restricted legend from the Investor’s
stock certificate it receives as a break fee, pursuant to Section 12.4, if any, at all times following one (1) year from issuance
to the Investor thereof. Each such direction shall be made to the transfer agent within five trading days after the Investor’s
request to remove such restricted legend. If the Company fails to provide such direction within the required five day period, then
the Company shall pay the Investor $500.00 for each day beyond the five trading days the Company fails to direct the transfer agent
to remove such restricted legend. Notwithstanding the foregoing, the Company shall not be liable to pay the Investor either of
the above fees if the Investor is not in full compliance with the applicable rules and regulations used to remove any restricted
legend or fails reasonably comply with requests by the Company or its transfer agent related to the removal of the restricted legend.
Section 6.10. [Intentionally Omitted].


 


Section 6.11. Listing
of Shares. The Company will use commercially reasonable efforts to cause the Shares to be listed on the Principal Market and
to qualify the Shares for sale under the securities laws of such jurisdictions as the Investor designates; provided that the Company
shall not be required in connection therewith to qualify as a foreign corporation or to file a general consent to service of process
in any jurisdiction.


 


Section 6.12. [Intentionally Omitted]


 


Section 6.13. [Intentionally Omitted]


 


Section 6.14. [Intentionally Omitted]


 


Section 6.15. [Intentionally Omitted]


 


Section 6.16. [Intentionally Omitted]


 


Section 6.17. Acknowledgement
of Terms. The Company hereby represents and warrants to the Investor that: (i) it is voluntarily entering into this Agreement
of its own freewill, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this Agreement are reasonable
and fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing review this Agreement, advise
the Company with respect to this Agreement, and represent the Company in connection with this Agreement.


 


Section 6.18. [Intentionally Omitted]


 


Section 6.19. Conduct
of Business. The Company shall, and shall cause all of its subsidiaries to carry on and conduct its business and the business
of each subsidiary in a proper and efficient manner in accordance with good commercial practice, and ensure that while the Investor
holds any of the Stock, that the voting any other rights attached to the Stock are not altered in a manner which, in the opinion
of the Investor, is materially prejudicial to the Investor.


 


Section 6.20. Miscellaneous
Covenants. The Company shall not, and shall cause all of its subsidiaries not to, directly or indirectly, without the Investor’s
written approval: (a) dispose, in a single transaction, or in a series of transactions, of all or any part of its assets unless
such disposal is (i) in the ordinary course of business; (ii) for fair market value; and (iii) approved by the board of directors
of the Company; (b) reduce its used share capital or any uncalled liability in respect of its issued capital, except by means of
a purchase or redemption of the share capital that is permitted under law; (c) undertake any consolidation of its share capital;
(d) change the nature of its business or the nature of the business of any subsidiary; (e) transfer the jurisdiction of incorporation
of the Company or any of its Subsidiaries; (f) enter into any agreement with respect to any of the matters referred to in this
section.


 




    	 



    	 



    

 


Section 6.21. [Intentionally Omitted].


 


Section 6.22. [Intentionally Omitted].


 


Section 6.23. Illegality
and Impossibility. Without limiting the generality of the Investor’s rights set out elsewhere in this Agreement, if in
the reasonable opinion of the Investor, at any time there exists a law which , or an official or reasonable interpretation of which,
makes it , or may make it illegal or impossible in practice of the Investor to undertake any of the Advances, or render any of
the contemplated Advances unenforceable, void or voidable, the Investor may, by giving a notice to the Company suspend or cancel
some or all of its obligations under this Agreement, or terminate this Agreement.


 


ARTICLE VII.


Conditions for Advance and Conditions to Closing


 


Section 7.1. Conditions
Precedent to the Obligations of the Company. The obligation hereunder of the Company to issue and sell Advance Shares to the
Investor incident to each Closing is subject to the satisfaction, or waiver by the Investor in writing, at or before each such
Closing, of each of the conditions set forth below.


 


(a)Accuracy
of the Investor’s Representations and Warranties. The representations and warranties of the Investor shall be true and
correct in all material respects.


 


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


 


Section 7.2. Conditions
Precedent to the Right of the Company to Deliver an Advance Notice. The right of the Company to deliver an Advance Notice is
subject to the fulfillment by the Company, on such Advance Date (a “Condition Satisfaction Date”), of each of
the following conditions, any of which may be waived in writing by the Investor:


 


(a)Free Trading.
Advance Shares to be issued with respect to the applicable Advance Notice will be freely trading. 


 


(b)Authority.
The Company shall have obtained all permits and qualifications required by any applicable state in accordance with the Registration
Rights Agreement for the offer and sale of Advance Shares, or shall have the availability of exemptions there-from. The sale and
issuance of Advance Shares shall be legally permitted by all laws and regulations to which the Company is subject.


 


(c)Fundamental
Changes. There shall not exist any fundamental changes to the information set forth in a Registration Statement which
would require the Company to file a post-effective amendment to a Registration Statement.


 


(d)Performance
by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied
with by the Company at or prior to each Condition Satisfaction Date.


 


(e)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 that prohibits or directly and adversely affects any
of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting
or adversely affecting any of the transactions contemplated by this Agreement.


 


(f)No Suspension
of Trading in or Delisting of Common Stock. The Common Stock is trading on the Principal Market. The trading of Common
Stock is not suspended by any government or the Principal Market. The issuance of Advance Shares with respect to the applicable
Advance Notice will not violate the shareholder approval requirements of the Principal Market. The Company shall not have received
any notice threatening the continued quotation of the Common Stock on the Principal Market and the Company shall have no knowledge
of any event which would be more likely than not to have the effect of causing the Common Stock to not be trading or quoted on
the Principal Market.


 


(g)Maximum Advance
Amount In no event shall the Company issue such additional shares (i) in excess of the Maximum Advance Amount or (ii)
if such issuance would result in non-compliance with any securities laws. If any of the Company’s representations in this
Agreement are false, then no Advances shall be permitted. Any portion of an Advance that would cause the Investor to exceed the
Ownership Limitation shall automatically be withdrawn.


 


(h) No Knowledge.
The Company has no knowledge of any event which would be more likely than not to have the effect of causing the Advance Shares
with respect to the applicable Advance Notice not to be freely tradable.


 


(i) Executed Advance
Notice. The Investor shall have received the Advance Notice executed by an officer of the Company and the representations contained
in such Advance Notice shall be true and correct as of each Condition Satisfaction Date.


 


(j) Failure to Deliver
Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If
the Company fails to cause the delivery of the Shares when due, the Company shall pay to the Investor on demand in cash by wire
transfer of immediately available funds to an account designated by the Investor as liquidated damages for such failure and not
as a penalty, an amount equal to one percent (1%) of the payment required to be paid by the Investor on such Settlement Date (i.e.,
the Advance Amount).


 




    	 



    	 



    

 


(k)Fees Paid.
The Company shall not be obligated to pay to Investor any fees and expenses related to this Agreement. 


 


(l)No Material
Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request
for additional information from any federal or state governmental, administrative or self-regulatory authority during the Commitment
Period, the response to which would require any amendments or supplements to any filings; (ii) receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose.


 


(m)No Right
of First Refusal. No person is entitled or purports to be entitled, to any right of first refusal, pre-emptive right, right
of participation, or any similar right, to participate in the transaction or otherwise with respect to any securities of
the Company.


 


(n)No Security.
The Company has not granted security with respected to any indebtedness or other equity of the Company. 


 


(o)No Adjustment.
The issuance and sale of any of the Investor’s stock will not obligate the Company to issue Stock or other securities
to any other persona and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding
security.


 


(p)No Other
Rights. There are no voting, buy-sell, outstanding or authorized stock appreciation, right of first purchase, phantom stock,
profit participation or equity based compensation agreements, options or arrangement, or like rights relating to the securities
of the Company or agreements of any kind among the Company and any person,


 


(q)Valid Issuance.
When issued pursuant to this Agreement, all Investor’s stock will be validly issued and fully paid, and will be
free and clear of any and all liens and restrictions, except for restrictions on transfer imposed by applicable laws.


 


(r)Regulatory
Issues. No stop order, trading halt, suspension of trading, cessation of quotation, or removal of the company of the Stock
from any exchange has been requested by the Company or imposed by any governmental authority or regulatory body. There is no fact
or circumstance that may cause the Company to request, or any governmental authority or regulatory body to impose any stop order,
trading halt, suspension of trading, cessation of quotation or removal of the Company or the Stock from any exchange.


 


(s)No Additional
Material Adverse Effect. There has been no event or condition that has had or may have a Material Adverse Effect since
the date of the Company’s latest audited financial statements:


 


(t)No Liabilities.
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 the financial standards pursuant to which such financial statements are prepared,
or required to be disclosed in the Company’s public filings;


 


(u)No Change
in Accounting. The Company has not altered its method of accounting; and 


 


(v)No Dividends.
The Company has not declared or made any dividend or distribution of cash or other property to its shareholders, or purchased,
redeemed or made any agreements to purchase or redeem any shares of its capital stock.


 


(w)No Conflict,
Breach, Violation or Default. The execution and delivery of, and the performance of the terms of, the Agreement or any
Advance Notice or Advance will not: (i) result in the creation of any lien in respect of any property of the Company or any of
its subsidiaries; or (ii) violate, conflict with, result in a breach of an provision of, require any notice or consent under, constitutes
a default under, resulting in the termination of, or in a right of termination or cancellation of, accelerate the performance required
by, result in the triggering of any payment or other material obligations pursuant to, ay of the terms, conditions or provisions
of: (a) the Company’s constitution as in effect on the date of this Agreement; or (b) any law , governmental authorization,
or order of any court, domestic or foreign, having jurisdiction over the Company, any subsidiary, or any of their respective assets
or properties; or (c) any material agreement or instrument to which the Company or any subsidiary is a party or by which the Company
or a subsidiary is bound or to which any their respective assets or properties is subject (or render any such agreement or instrument
voidable or without further effect).


 


(x)Litigation.
(i) There are no pending actions, suits or proceedings against or affecting the Company, its subsidiaries or any of its or their
properties, and to the Company’s knowledge, no such actions, suits or proceedings are threatened or contemplated; (ii) Neither
the Company nor any subsidiary, nor any director or officer is or has been the subject of any action, suit, proceeding, or investigation
involving a claim of violation of or liability under securities laws or a claim of breach of fiduciary duty; (iii) There has not
been, and to the knowledge of the Company there is no, pending or contemplated investigation by a governmental authority involving
the Company or any current or former director or officer of the Company; and (iv) No regulatory body has issued any stop order
or other order suspending the effectiveness of a Registration Statement or any related prospectus filed or lodged by the Company.


 


(y) Compliance.
Neither the Company nor any subsidiary: (i) is in material default under, or in material 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 is in default under or that 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 nay order of any court, arbitrator
or governmental authority or regulatory body; (iii) is or has been in violation of any law.


 




    	 



    	 



    

 


(z) [Intentionally Omitted]


 


(aa)[Intentionally
Omitted]


 


(bb)Solvency.
The Company confirms each of the following: 


 


(i)The
Company and each of its subsidiaries is able, and is not aware of anything which would render the Company or any of its subsidiaries
unable, to pay all its debts as and when they become due and payable.


 


(ii)No
judicial order has been made or obtained against the Company or any of its subsidiaries which is unpaid or unsatisfied.


 


(iii)No
attachment in in the process of being levied or enforced against any asset of the Company or its subsidiaries.


 


(iv)No
administrator, liquidator, provisional liquidator, controller or receiver of, or in connection with, the Company or any of its
subsidiaries has been appointed, and the Company is not aware of such appointment pending, threatened, or being likely.


 


(v)No
person has entered into, proposed, sanctioned, approved, or commenced, legal action relating to a scheme of arrangement of the
affairs of the Company or any of its subsidiaries, or between any of those people and any of its shareholders or creditors.


 


(vi)Neither
the Company nor any of its subsidiaries is in default under any security interest over, or in relation to, any asset.


 


(vii)The
Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving
effect to the contemplated transactions and Advances, does not anticipate or know of any basis upon which its auditors might issue
a qualified opinion in respect of its current fiscal year.


 


(cc)[Intentionally
Omitted.]


 


(dd)Non-public
information. Neither the Company nor any person acting on its behalf has provided the Investor or its agents, representative
or counsel with any information that constitutes inside information or material non-public information, and to the Company’s
knowledge, the Investor does not possess any inside information or material non-public information.


 


(ee)Prohibited
Transactions. The Company has not entered or agreed to enter into a Prohibited Transaction. 


 


(ff)Default.
Neither the Company or any subsidiary is in default under a document or agreement binding on it or its assets which relates
to financial indebtedness or it otherwise material.


 


(gg)Absence
of Events of Default. No Event of Default and no event which, with notice, lapse of time or both, would constitute an Event
of Default, has occurred and is continuing.


 


(hh)Brokers
and finders. No person will have, as a result of the contemplated transactions and Advances, any valid right, interest or
claim against or upon the Company, any subsidiary or an Investor for any commission, fee or other compensation pursuant to
any agreement, arrangement or understanding entered into by or on behalf of the Company.


 


(ii)No Event
of Default. The Investor is of the opinion that (i) no Event of Default has occurred, (ii) no Remediable Event of Default
has occurred and is continuing and no Event of Default would result from an Advance being effected. Any of the following shall
constitute an Event of Default:


 


(a)          Any
of the representations, warranties, or covenants made by the Company or any of its agents, officers, directors, employees or representatives
in an document, materials or public filing are inaccurate, false or misleading in any material respect, as of the date as of which
it is made or deemed to be made, or any certificate or financial or other written statements furnished by or on behalf of the Company
to the Investor, any of its representatives, or the company’s shareholders, is inaccurate, false or misleading, in any material
respect, as of the date as of which it is made or deemed to be made, or on any Advance Date.


 


(b)          The
Company or any subsidiary of the Company is or becomes insolvent.


 


(c)          An
administrator is appointed over all or any of the assets or undertaking of the Company or any subsidiary or any step preliminary
to the appointment to an administrator has been taken.


 


(d)          A
controller or similar officer is appointed to all or any of the assets or undertaking of the Company or any subsidiary.


 


(e)          An
application or order is made, a proceeding is commenced, a resolution is passed or proposed, or an application to a court or other
steps are taken for the winding up or dissolution of the Company or any subsidiary , or for the Company or any subsidiary to enter
an arrangement, compromise or composition with, or assignment for the benefit of, its creditors, a class of them, or any of them.


 




    	 



    	 



    

 


(f)          The
Company or any of its subsidiaries ceases, suspends or threatens to cease or suspend, the conduct of all or a substantial part
of its business, or dispose of, or threaten to dispose of, a substantial part of its assets or to reduce its capital.


 


(g)          The
Company requests, or the Principal Market or any other governmental authority or regulatory body imposes a stop order, trading
halt, suspension of trading, cessation of quotation, or removal of the Company or the Common Stock for the Principal Market.


 


(h)          Any
of the following has occurred: (i) trading in securities have been suspended or limited, (ii) minimum prices have been established
on the securities, (iii) a banking moratorium has been declared by the authorities in New York or the jurisdiction where the Company
is incorporated or where the Common Stock is trading, (iv) a material outbreak or escalation of hostilities or another national
or international calamity of such magnitude in its effect on, or adverse change in the markets in the United States or the market
where the Common Stock trades, makes it impracticable or inadvisable for the Investor to close on an Advance or accept an Advance
Notice.


 


(i)          [Intentionally
Omitted.]


 


(j)          [Intentionally
Omitted.]


 


(k)          The
Company dishonors or rejects any action taken, or document delivered, in furtherance of the Investor’s rights to receive
any Common Stock.


 


(l)          A
stop order, trading halt, suspension of trading, cessation of quotation, or removal of the Company or the Stock from an exchange
has been requested by the Company or imposed on the Company.


 


(m)          [Intentionally
Omitted.].


 


(n)          There
exists a law which, or an official or reasonable interpretation of which, in the Investor’s reasonable opinion, makes it,
or is more likely than not to make it, illegal or impossible for the Investor or the Company to undertake any of the Advances in
accordance with this Agreement, or renders, or is more likely than not to render, consummation of any of the Advances in accordance
with this Agreement unenforceable, void, voidable or unlawful, or contrary to or inconsistent with any law.


 


(o)          If:
(i) a change in an interpretation or administration of a law or a proposed law introduced or proposed to be introduced to any governing
body of law; (ii) compliance by the Investor or any of its Affiliates with a law or an interpretation or administration of a law,
has, or is more likely than not to have, in the reasonable opinion of the Investor, directly or indirectly, the effect of (iv)
varying the duties, obligation or liabilities of the Company or the Investor in connection with this Agreement or any Advance so
that the Investor’s rights, powers, benefits, remedies or economic burden (including any tax treatment in the hands of the
Investor) are adversely affected (including by way of delay or postponement); (v) otherwise adversely affecting rights, powers,
benefits, remedies or the economic burden of the Investor (including by way of delay or postponement); (vi) otherwise making it
impracticable for the Investor to undertake any of the Advances or contemplated Advances.


 


(p)          A
securities registrar or similar entity refuses to comply with a direction to issue, or record an issuance of securities to the
Investor.


 


(q)          Any
consent, permit, approval, registration or waiver necessary or appropriate for the consummation of an Advance that remains to be
consummated at the applicable time, has not been issued or received, or does not remain in full force or effect.


 


(r)          The
Investor has not received all those items required to be delivered to it in connection with an Advance in accordance with
this Agreement.


 


(s)          The
Company fails to perform, comply with, or observe any other term, covenant, undertaking, obligation or agreement under this Agreement.


 


(t)          A
default judgment of an amount of $500,000 or greater is entered against the Company or any of its subsidiaries.


 


(u)          Any
present or future liabilities, including contingent liabilities, of the Company or any of its subsidiaries for an amount or amounts
totaling more than $500,000 have not been satisfied on time, or have become prematurely payable.


 


7.3[Intentionally Omitted.]


 


7. 4 Rights of the Investor upon Default.


 


(a) Upon the occurrence
of existence of any Default at any time during the continuance of such Event of Default, the Investor may terminate this Agreement
by notice to the Company, effective as of the date set out in the Investor’s notice. (b) Where an Event of Default has occurred,
the Investor shall have: (i) no obligation to accept an Advance Notice or to consummate a closing under this Agreement; and (ii)
the right to postpone the Advance accordingly.


 


(c) In addition to
the remedies set out elsewhere, upon the occurrence or existence of any Event of Default, the Investor may exercise any other right,
power or remedy granted to it by the Agreement or otherwise permitted by law, including any suit in equity and/or by action at
law.


 




    	 



    	 



    

 


ARTICLE VIII.


Non-Disclosure of Non-Public Information


 


Section 8.1. Non-Disclosure of Non-Public
Information.


 


(a) Subject to Section
6.6 and except as otherwise provided in this Agreement or the Registration Rights Agreement, the Company covenants and agrees that
it has not in the past and will refrain in the future from disclosing, and shall cause its officers, directors, employees and agents
to refrain from disclosing, any material non-public information to the Investor without also disseminating such information to
the public at the same time.


 


(b) Nothing herein
shall require the Company to disclose material, non-public information to the Investor or its advisors or representatives, and
the Company represents that it does not disseminate material, non-public information to any Investors who purchase stock in the
Company in a public offering, to money managers or to securities analysts in violation of Regulation FD of the Exchange Act, provided,
however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided and subject to compliance
with Regulation FD, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event
or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes
aware, constituting material, non-public information (whether or not requested of the Company specifically or generally during
the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration
Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein
in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained
in this Section 8.1 shall be construed to mean that such persons or entities other than the Investor (without the written consent
of the Investor prior to disclosure of such information) may not obtain material, non-public information in the course of conducting
due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from
notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement
contains an untrue statement of material fact or omits a material fact required to be stated in the Registration Statement or necessary
to make the statements contained therein, in light of the circumstances in which they were made, not misleading.


 


ARTICLE IX.


Choice of Law/Jurisdiction


 


Section 9. Governing
Law. This Agreement shall be governed by and interpreted solely in accordance with the laws of the State of New York without
regard to the principles of conflict of laws. Any dispute arising out of or in connection with this Agreement or otherwise relating
to the parties relationship shall be settled only by litigation and exclusively in the State of New York, City of New York. The
Company and the Investor further agree that no demand for punitive or exemplary damages shall be made. The parties hereby waive
a trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in respect
of any matter arising out of or in connection with this Agreement. The parties agree that in the event of any action, litigation
or proceeding between the parties arising out of or in relation to this Agreement, the prevailing party in a final judgment after
the appeal period has passed shall be awarded, in addition to any damages, injunctions or other relief, such party’s costs
and expenses, including but not limited to all related costs and reasonable attorneys’, accountants’ and experts’
fees incurred in bringing such action, litigation or proceeding and/or enforcing any judgment or order granted therein. No party
to this Agreement will challenge the jurisdiction or venue provisions as provided in this section. The section shall survive termination
of the Agreement.


 


ARTICLE X.


Assignment; Termination


 


Section 10.1. Assignment.
Neither this Agreement nor any rights or obligations of the Company or the Investor hereunder may be assigned to any other Person.


 


Section 10.2. Termination.


 


(a) Unless earlier
terminated as provided hereunder, this Agreement shall terminate automatically on the earliest of (i) the first day of the month
following the 36-month anniversary of the Effective Date, (ii) the date on which the Investor shall have made payment of Advances
pursuant to this Agreement in the aggregate amount of the Commitment Amount or (iii) the Registration Statement is no longer effective.


 


(b)The obligation
of the Investor to make an Advance to the Company pursuant to this Agreement shall terminate permanently (including with respect
to an Advance Date that has not yet occurred) in the event that (i) there shall occur any stop order or suspension of the effectiveness
of the Registration Statement for an aggregate of fifty (50) Trading Days, during the Commitment Period, or (ii) the Company shall
at any time fail materially to comply with the requirements of Article VI and such failure is not cured within thirty (30) days
after receipt of written notice from the Investor, provided, however, that this paragraph (c) shall not apply to
any period commencing upon the filing of a post-effective amendment to such Registration Statement and ending upon the date on
which such post effective amendment is declared effective by the SEC. The Investor may terminate this Agreement by sending email
notice to the Company declaring a Material Adverse Effect.


 


(c)Nothing in
this Section 10.2 shall be deemed to release the Company or the Investor from any liability for any breach under this Agreement,
or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under
this Agreement. The indemnification provisions contained in Sections 5.1 and 5.2 shall survive termination hereunder.


 


ARTICLE XI.


Notices


 


Section 11.1. Notices. Any notices,
consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered upon being sent to the following email addresses:


 


If to the Company: danielb@axxesspharmainc.com


 


If to the Investor: lschaeffer@beaufortcp.com


 




    	 



    	 



    

 


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


 


ARTICLE XII.


Miscellaneous


 


Section 12.1. Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which 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.


 


Section 12.2 Entire
Agreement; Amendments. This Agreement supersedes all other prior agreements, negotiations or discussions both oral or written
between the Investor, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein,
and this Agreement and the instruments referenced herein and therein contain the entire understanding of the parties with respect
to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the
Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement. The provisions
of this Agreement shall be construed in favor of the Investor. Except as specifically set out in this Agreement, neither the Company
nor the Investor makes any representation, warranty, covenant or undertaking with respect to any subject matter regarding this
Agreement or otherwise.


 


Section 12.3. Reporting
Entity for the Common Stock. The reporting entity relied upon for the determination of the trading price or trading volume
of the Common Stock on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto.
The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.


 


Section 12.4. Break
Fee and Expenses. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants,
appraisers or others engaged by such party) in connection with this Agreement. The Investor shall pay the legal fees associated
with the Registration Statement. In consideration for entering into this Agreement, the Company is required to issue an initial
1,500,000 shares of common stock to an escrow agent mutually agreed upon by the parties hereto. Upon effectiveness of the Registration
Statement, such shares shall immediately be returned to the Company by the applicable escrow agent. In the event the Registration
Statement is not declared effective within eighteen (18) months of the initial filing thereof, such shares shall be issued to the
Investor by such escrow agent.


 


Section 12.5. [Intentionally Omitted].


 


Section 12.6 Publicity.
Prior to issuing any public statements, the Company shall send to the Investor for approval any press releases or public statement
with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such
public statement without the prior written consent of the other party. Notwithstanding the foregoing, the Company shall not publicly
disclose the name of the Investor unless the Investor provides written approval to do so.


 


Section 12.7 Placement
Agent. If so required by the SEC, the Company agrees to pay a registered broker dealer, to act as placement agent, a percentage
of the Put Amount on each draw toward the fee. The Investor shall have no obligation with respect to any fees or with respect to
any claims made by or on behalf of other persons or entities for fees of a type contemplated in this Section that may be due in
connection with the transactions contemplated by this Agreement. The Company shall indemnify and hold harmless the Investor, their
employees, officers, directors, agents, and partners, and their respective affiliates, from and against all claims, losses, damages,
costs (including the costs of preparation and attorney's fees) and expenses incurred in respect of any such claimed or existing
fees, as such fees and expenses are incurred.


 


Section 12.8 No
Third Party Beneficiaries. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement,
expressed or implied, is intended to confer on any Person other than the parties hereto any rights, remedies, obligations or liabilities
under or by reason of this Agreement, and no Person that is not a party to this Agreement (including without limitation any partner,
member, shareholder, director, officer, employee or other beneficial owner of any party hereto, in its own capacity as such or
in bringing a derivative action on behalf of a party hereto) shall have any standing as third party beneficiary with respect to
this Agreement or the transactions contemplated hereby.


 


Section 12.9 No
Personal Liability of Directors, Officers, Owners, Etc. No director, officer, employee, incorporator, shareholder, managing
member, member, general partner, limited partner, principal or other agent of any of the Investor or the Company shall have any
liability for any obligations of the Investor or the Company under this Agreement or for any claim based on, in respect of, or
by reason of, the respective obligations of the Investor or the Company hereunder. Each party hereto hereby waives and releases
all such liability. This waiver and release is a material inducement to each party’s entry into this Agreement.


 


Section 12.10. Delay.
The Investor shall not be obligated to perform and shall not be deemed to be in default hereunder, if the performance of an obligation
required hereunder is prevented by the occurrence of any of the following, acts of God, strikes, lock-outs, other industrial disturbances,
acts of a public enemy, war or war-like action (whether actual, impending or expected and whether de jure or de facto), acts of
terrorists, arrest or other restraint of government (civil or military), blockades, insurrections, riots, epidemics, landslides,
lightning, earthquakes, fires, hurricanes, storms, floods, washouts, sink holes, civil disturbances, explosions, breakage or accident
to equipment or machinery, confiscation or seizure by any government or public authority, nuclear reaction or radiation, radioactive
contamination or other causes, whether of the kind herein enumerated or otherwise, that are not reasonably within the control of
the party claiming the right to delay performance on account of such occurrence.


 


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IN WITNESS WHEREOF, the parties
hereto have caused this Investment Agreement to be executed by the undersigned, thereunto duly authorized, as of the date
first set forth above.


 


 


	 	COMPANY:
	 	Axxess Pharma, Inc.
	 	 
	 	By:	 
	 	Name: Daniel Bagi, M.D.
	 	Title: Chief Executive Officer
	 	 
	 	INVESTOR:
	 	Beaufort Capital Partners LLC
	 	 
	 	By:	 
	 	Name: Leib Schaeffer
	 	Title: Managing Member


 




    	 



    	 



    

 


EXHIBIT A


 


ADVANCE NOTICE


 


Axxess Pharma, Inc.. (the “Company”)


 


The undersigned,
__________________________hereby certifies, with respect to the sale of shares of Common Stock of the Company issuable in connection
with this Advance Notice, delivered pursuant to the Investment Agreement (the “Agreement”), as follows:


 


1.
The undersigned is the duly elected Officer of the Company, its Chief Executive Officer, President or Chief Financial Officer.


 


2.There are no
fundamental changes to (a) the covenants in Article IV of the Agreement and (b) the information set forth in the Registration Statement
which would require the Company to file a post effective amendment to the Registration Statement.


 


3.The Company
has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material
respects with all obligations and conditions contained in the Agreement on or prior to the Advance Date, and shall continue to
perform in all material respects all covenants and agreements to be performed by the Company through the applicable Advance Date.
All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.


 


4.The undersigned
hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required to be made by
it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities Exchange Act
of 1934, which include Forms 10-Q or, 10-K or, 8-K, etc.). All SEC Filings and other public disclosures made by the Company, including,
without limitation, all press releases, analysts meetings and calls, etc. (collectively, the “Public Disclosures”),
have been reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s
independent certified public accountants. None of the Company’s Public Disclosures contain, as of their respective dates,
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading.


 


		5.	The Advance requested is ________________shares.



 


		6.	There are currently _______________________ amount of shares outstanding on a fully diluted basis.



 


The undersigned has executed this Certificate this
_____ day of _____.


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


Please email this Advance Notice to: rmarino@beaufortcp.com