Exhibit 10.2





 


Exhibit 10.2


 


SUBSCRIPTION
AGREEMENT


 


THIS
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of the date as indicated at the signature page, by and between
The CodeSmart Group, Inc., a Nevada corporation with its headquarters
located at 103 Waters Edge Congers, NY 10920 (the “Company”), and the subscribers identified
on the signature page hereto (each a “Subscriber,” collectively, the “Subscribers”). 


 


WHEREAS,
the Company and the Subscribers are executing and delivering this Agreement in reliance upon the exemption from securities registration
for offers and sales to accredited investors afforded, interalia, under Regulation D (“Regulation D”) as promulgated
by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the
“Securities Act”), and/or Section 4(2) of the Securities Act;


 


WHEREAS,
the Company intends to enter into a reverse triangular merger with a publicly traded company, which is to be identified by
the Subscribers and reasonably acceptable to the Company (“Pubco”), the common stock of which (“Pubco
Common Stock”) is quoted on the OTCQB, in which merger Pubco will cancel the outstanding shares of the Company in
exchange for shares of Pubco Common Stock so that shareholders of the Company will own an aggregate of 60% of total
outstanding shares of Pubco Common Stock immediately after such merger (such transaction, or any other transaction that
results in the Company and its subsidiaries becoming subsidiaries of Pubco, or substantially all of the assets of the Company
and its subsidiaries becoming owned directly or indirectly by, and their business being conducted directly or indirectly by,
Pubco, the “Merger”);


 


WHEREAS,
immediately after the date hereof and as soon as the Merger is consummated, Pubco intends to conduct a private placement offering,
pursuant to Regulation D and/or Regulation S under the Securities Act and any and all applicable state securities laws (the “PIPE”)
of Pubco’s securities (the “PIPE Securities”); and


 


WHEREAS,
the Subscribers wish to purchase and acquire from the Company, and the Company desires to issue and sell to the
Subscribers secured convertible promissory notes (the “Notes”) in the principal amounts as set forth on each
Subscriber’s signature page hereto (the “Purchase Price”) up to $250,000 (the “Maximum
Amount”), convertible into shares of the Company’s
common stock, par value $0.0001 (the “Company Common Stock”) or if at the time of conversion the Merger has been
consummated, shares of the Pubco Common Stock (Company Common Stock and the Pubco Common Stock, collectively, referred to as
the “Conversion Shares”), substantially in the form attached hereto as Exhibit
A. The Notes shall be convertible at a conversion price equal to 100% of the per share purchase price of the PIPE
Securities if they are Pubco Common Stock, or the conversion or exercise price if they are securities which are
convertible into or exercisable for Pubco Common Stock (the “PIPE Offering Price”).In lieu of conversion, the
Notes may also be exchanged into the PIPE Securities at the PIPE Offering Price at the option of the Subscribers. The
Notes and the Conversion Shares hereinafter referred to as the “Securities”. The Note,
the Security Agreement and other documents in connection therewith are hereinafter referred to as the “Transaction
Documents.”


 




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NOW
THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.              Purchase
and Sale.


 


(a)            Upon
the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to sell, assign, transfer and
deliver to Subscriber, and Subscriber hereby agrees to purchase and accept delivery from the Company, the
Note, free of all liens, pledges, mortgages, security interests, charges, restrictions, adverse claims or other
encumbrances of any kind or nature whatsoever (“Encumbrances”). In consideration
thereof, the Subscriber shall deliver the Purchase Price in immediately available funds by wire transfer in accordance with
the wire instructions provided by the Company.


 


(b)            Closing
Date.    The closing of the purchase and sale of the Notes (the “Closing”) shall
take place as soon as practicable following the satisfaction of the conditions to the Closing set forth herein (or such later
date as is mutually agreed to by the Company and the Subscriber(s)). There may be multiple Closings until such time
as subscriptions for the sale of the Notes up to the Maximum Amount are accepted (the date of any such Closing is
hereinafter referred to as a “Closing Date”). Each Closing shall occur on a Closing Date at the offices of  Of
sink, LLC, 900 Third Avenue, 5th Floor, New York, New York 10022 (or such other place as is mutually agreed to by
the Company and the Subscriber(s)).


 


2.              Subscribers
Representations and Warranties.    Each Subscriber hereby represents, warrants and agrees with the Company that:


 


(a)            Standing
of Subscriber.    If Subscriber is an entity, such Subscriber is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its formation. If Subscriber is a natural person, such Subscriber is not a minor and has the legal
capacity to enter into this Agreement;


 


(b)            Authorization
and Power.    Subscriber has the requisite power and authority to enter into and perform this Agreement
and the other Transaction Documents and to purchase the Note. The execution, delivery and performance of this Agreement and the
other Transaction Documents by Subscriber and, if Subscriber is an entity, the consummation by Subscriber of the transactions
contemplated hereby have been duly authorized by all necessary company action, and no further consent or authorization of Subscriber,
its board of directors or similar governing body, or stockholders is required, as applicable. This Agreement and the other Transaction
Documents have been duly authorized, executed and delivered by Subscriber and constitutes, or shall constitute when executed and
delivered, a valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with the terms thereof;


 


(c)            Independent
Advice.    Subscriber has been urged, and has been given the opportunity, to seek independent advice from professional advisors
relating to the suitability of an investment in the Company in view of subscriber’s overall financial needs and with respect
to the legal and tax consequences of such investment. The Subscriber acknowledges that there may be certain adverse tax consequences
to me in connection with the purchase of the Note.


 


(d)            No
Conflicts.    If Subscriber is an entity, the execution, delivery and performance of this Agreement and the consummation by Subscriber
of the transactions contemplated hereby do not and will not result in a violation of Subscriber’s charter documents, bylaws
or other organizational documents, as applicable;


 




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(e)            Information
on Subscriber.    Such Subscriber is an “accredited investor,” as such term is defined
in Rule 501(a) of Regulation D promulgated by the Commission under the Securities Act, is experienced in investments and business
matters, has made investments of a speculative nature and has purchased securities of United States companies in private placements
in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to
enable Subscriber to utilize the information made available by the Company to evaluate the merits
and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative
investment. Subscriber is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.
Subscriber is not required to be registered as a broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended.
Subscriber understands that the Company is relying on its representations and agreements for the purpose of determining whether
this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws;


 


(f)            Purchase
of Securities.    Subscriber will purchase the Securities for its own
account for investment and not with a view toward, or for resale in connection with, the public sale or any distribution thereof
in violation of the Securities Act or any applicable state securities law, and has no direct or indirect arrangement or understandings
with any other person or entity to distribute or regarding the distribution of such Securities;


 


(g)            Compliance
with Securities Act.    Subscriber understands and agrees that the Conversion Shares are “restricted
securities” and have not been registered under the Securities Act or any applicable state securities laws by reason of their
issuance in a transaction that does not require registration under the Securities Act, and that such Conversion Shares must be
held indefinitely unless a subsequent disposition is registered under the Securities Act or any applicable state securities laws
or is exempt from such registration. Subscriber understands that it is not anticipated that there will any market for the resale
of the Securities;


 


(h)            Legend.    The Note and the Conversion Shares shall bear the following or similar legend:


 


“THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I)
IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
(B) AN OPINION OF COUNSEL (REASONABLY ACCEPTABLE TO THE COMPANY), IN AN ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.”


  


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


 


(j)            Receipt
of Information.    Subscriber believes it has received all the information it considers necessary or appropriate for deciding
whether to purchase the Securities. Subscriber further represents that through its representatives it has had an opportunity to
ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and the
business, properties and financial condition of the Company and to obtain additional information (to the extent the Company possessed
such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information
furnished to it or to which it had access;


 




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(k)            Subscriber
fully understands the Company has limited or no financial or operating history and that the purchase of the Securities is a speculative
investment that involves a high degree of risk of the loss of its entire investment. Subscriber fully understands the nature of
the risks involved in purchasing the Securities and it is qualified by its knowledge and experience to evaluate investments of
this type. Subscriber has carefully considered the potential risks relating to the Company and purchase of its securities and
has independently evaluated the risks of purchasing the Securities.


 


(l)            Subscriber
has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in its judgment, sufficient
information from the Company to evaluate the merits and risks of an investment in the Company. Subscriber has not utilized any
person as its purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such
merits and risks.


 


(m)            In
evaluating the suitability of an investment in the Note, the Subscriber has not relied upon any representation or information
(oral or written) with respect to the Company or its subsidiaries, or otherwise, other than as stated in this Agreement. No oral
or written representations have been made, or oral or written information furnished, to the Subscriber or its advisors, if any,
in connection with the offering of the Note. and


 


(n)            Subscriber
is not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose
attendees have been invited by any general solicitation or general advertising.


 


3.            Company
Representations and Warranties.    The Company represents, warrants and agrees with, the Subscribers that:


 


(a)            Due
Incorporation.    The Company and each of its subsidiaries is a corporation duly incorporated,
validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has the requisite
corporate power to own its properties and to carry on its business as now being conducted. The Company and each of 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, as defined below. Each subsidiary of the Company
is identified on Schedule 3(a) attached hereto.


 


(b)            Authority;
Enforceability.    This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by the
Company and each of its subsidiaries that is a party to any of the Transaction Documents, and is the valid and binding on the
Company and its subsidiaries, as the case may be, enforceable in accordance with their terms,
except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’
rights generally, or principles of equity. The Company has full corporate power and authority necessary
to enter into and deliver this Agreement and to perform its obligations thereunder.


 




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(c)            Capitalization.    The authorized capital stock of the Company consists of 110,000,000 shares of Company Common Stock, par value US$0.0001 per share.
As of the date hereof the Company has 23,500,000 shares of Company Common Stock issued and outstanding. All of the outstanding
shares of Company Common Stock and of the stock of each of its subsidiaries have been duly authorized, validly issued and are
fully paid and nonassessable. No shares of capital stock of the Company or any of its subsidiaries are subject to preemptive rights
or any other similar rights or any liens or encumbrances suffered or permitted by the Company. As of the date of this Agreement,
except as set forth on Schedule 3(c), (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 other than as set forth in Schedule A to the Note, and (iii) 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. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance
of the Note as described in this Agreement. The Note (and the Conversion Shares) when issued, will be free and clear of all pledges,
liens, encumbrances and other restrictions (other than those arising under applicable securities laws as a result of the issuance
of the Note). Except as set forth on Schedule 3(c), no co-sale right, right of first refusal or other similar right exists
with respect to the Note (or the Conversion Shares) or the issuance and sale thereof. The issue and sale of the Note (and the
Conversion Shares) will not result in a right of any holder of Company securities to adjust the exercise, exchange or reset price
under such securities. The Company has made available to the Subscribers true and correct copies of the Company’s Articles
of Incorporation, 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 exercisable for Company Common Stock
and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.


 


(d)            Consents.    No consent, approval, authorization or order of any court, governmental agency or body having jurisdiction
over the Company or of any other person is required for the execution by the Company of this Agreement or any other Transaction
Documents and compliance and performance by the Company of its obligations hereunder and thereunder, including, without limitation,
the issuance of the Securities; 


 


(e)            No
Violation or Conflict.    The execution, delivery and performance of this Agreement and other Transaction Documents by the Company
and each of its subsidiaries that is a party hereto and thereto will not: (i) result in a violation of the Articles of Incorporation
and Bylaws (or equivalent constitutive document) of the Company or any of its subsidiaries or (ii) violate or conflict with, or
result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both 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 subsidiary is a party, or result in a violation of any law, rule, regulation,
order, judgment or decree (including U.S. federal and state securities laws and regulations) applicable to the Company or any
subsidiary or by which any property or asset of the Company or any subsidiary is bound or affected except for those which could
not reasonably be expected to have a material adverse effect on the assets, business, condition (financial or otherwise), results
of operations or future prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).
Except those which could not reasonably be expected to have a Material Adverse Effect, neither the Company nor any subsidiary
is in violation of any term of or in default under its constitutive documents. Except as set forth in Schedule 3(e), and except
those which could not reasonably be expected to have a Material Adverse Effect, neither the Company nor any subsidiary is in violation
of any term of or in default under any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment,
decree or order or any statute, rule or regulation applicable to the Company or any subsidiary. The business of the Company and
its subsidiaries is not being conducted, and shall not be conducted in violation of any material law, ordinance, or 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, neither the Company nor any of its subsidiaries is 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 other Transaction Documents in accordance with the
terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company or any of its subsidiaries
is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company
is unaware of any facts or circumstance, which might give rise to any of the foregoing.


 




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(f)            The
Securities. 


 


The
Note is duly authorized and upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and
nonassessable, are free from all taxes, liens and charges with respect to the issue thereof. The Conversion Shares, upon
issuance:


 


		(i)	shall
                                                                                                                               be
                                                                                                                               free
                                                                                                                               and
                                                                                                                               clear
                                                                                                                               of
                                                                                                                               any
                                                                                                                               security
                                                                                                                               interests,
                                                                                                                               liens,
                                                                                                                               claims
                                                                                                                               or
                                                                                                                               other
                                                                                                                               Encumbrances,
                                                                                                                               subject
                                                                                                                               only
                                                                                                                               to
                                                                                                                               restrictions
                                                                                                                               upon
                                                                                                                               transfer
                                                                                                                               under
                                                                                                                               the
                                                                                                                               Securities
                                                                                                                               Act
                                                                                                                               and
                                                                                                                               any
                                                                                                                               applicable
                                                                                                                               state
                                                                                                                               securities
                                                                                                                               laws;
	 	 	 
	 	(ii)	shall
have been duly and validly issued, fully paid and non-assessable; and
	 	 	 
	 	(iii)	will
not subject the holders thereof to personal liability by reason of being such holders;



 





(g)            Litigation.    There
is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or investigation before or by any
court, public board, governmental agency, self-regulatory organization or body having jurisdiction over the Company or
its subsidiaries wherein an unfavorable decision, ruling or finding would (i) adversely affect the validity or enforceability
of, or the authority or ability of the Company or any of its subsidiaries to perform its obligations under, this Agreement or
the other Transaction Documents, or (ii) have a Material Adverse Effect. 


 


(h)            Acknowledgment
Regarding Buyer’s Purchase of the Notes.    The Company acknowledges and agrees that each
Subscriber is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement and the other
Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that none of the
Subscribers is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this
Agreement or any other Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the
Subscriber(s) or any of its respective representatives or agents in connection with this Agreement, other Transaction
Documents and the transactions contemplated hereby and thereby is merely incidental to the Subscriber’s purchase of the
Notes (and the Conversion Conversion Shares). The Company further represents to the Subscriber that the Company’s
decision to enter into this Agreement and other Transaction Documents has been based solely on the independent evaluation by
the Company and its representatives.


 




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(i)            No
General Solicitation.    Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or
sale of the Note (or the Conversion Shares).


 


(j)            No
Integrated Offering.    Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that
would require registration of the Notes under the Securities Act or cause this offering of the Note to be integrated with prior
offerings by the Company for purposes of the Securities Act.


 


(k)            Employee
Benefit Plans; ERISA.    Schedule 3(k) sets forth a true, correct and complete list of all employee benefit plans, programs,
policies and arrangements, whether written or unwritten (the “Company Plans”), that the Company, any subsidiary or
any other corporation or business which is now or at the relevant time was a member of a controlled group of companies or trades
or businesses including the Company or any subsidiary, within the meaning of Section 414 of the Internal Revenue Code of 1986,
as amended (the “Code”), maintain or have maintained on behalf of current or former members, partners, principals,
directors, officers, managers, employees, consultants or other personnel. (i) There has been no prohibited transaction within
the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section
4975 of the Code, with respect to any of the Company Plans; (ii) none of the Company Plans is or was subject to Section 412 of
the Code or Section 302 or Title IV of ERISA; and (iii) each of the Company Plans has been operated and administered in all material
respects in accordance with all applicable laws, including ERISA. There are no actions, suits or claims pending or threatened
(other than routine claims for benefits), whether by participants, the Internal Revenue Service, the Department of Labor or otherwise,
with respect to any Company Plan and no facts exist under which any such actions, suits or claims are likely to be brought or
under which the Company or any subsidiary could incur any liability with respect to a Company Plan other than in the ordinary
course. None of the Company Plans is or was a multiemployer plan within the meaning of Section 3(37) of ERISA. Neither the Company
nor any subsidiary has announced, proposed or agreed to any change in benefits under any Company Plan or the establishment of
any new Company Plan. There have been no changes in the operation or interpretation of any Company Plan since the most recent
annual report, which would have any material effect on the cost of operating, maintaining or providing benefits under such Company
Plan. Neither the Company nor any subsidiary has incurred any liability for the misclassification of employees as leased employees
or independent contractors. Except as provided for in this S Agreement and in the other Transaction Documents, the consummation
of the transactions contemplated by this Agreement, either alone or in combination with another event, will not (A) result in
any individual becoming entitled to any increase in the amount of compensation or benefits or any additional payment from the
Company or any subsidiary (including, without limitation, severance, golden parachute or bonus payments or otherwise), or (B)
accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any individual


 




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(l)            Intellectual
Property Rights.    The Company and its subsidiaries own or possess adequate rights or licenses to use all trademarks, trade
names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. The Company
and its subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries of trademark, trade name
rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade
secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information
by others and, except as set forth on Schedule 3(l), 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 trademarks, trade name rights,
patents, patent rights, inventions, copyrights, licenses, service names, service marks, service mark registrations, trade secrets
or other infringement.


 


(m)            Title.    Except as set forth on Schedule 3(m), each of the Company and its subsidiaries has good and marketable title to all of its personal
property and assets free and clear of any material restriction, mortgage, deed of trust, pledge, lien, security interest or other
charge, claim or encumbrance which would have a Material Adverse Effect. Except as set forth on Schedule 3(m), with respect to
properties and assets it leases, each of the Company and its subsidiaries is in material compliance with such leases and holds
a valid leasehold interest free of any liens, claims or encumbrances which would have a Material Adverse Effect.


 


(n)            No
Material Adverse Breaches, etc.    Neither Company nor any subsidiary is subject to any charter, corporate or other legal restriction,
or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in
the future to have a Material Adverse Effect. Neither Company nor any subsidiary 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.


 


(o)            Tax
Status.    Except as set forth in Schedule 3(o), the Company and each subsidiary has made and 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 or such subsidiary 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. Except as set forth in Schedule 3(o), there are no unpaid taxes in any material amount claimed
to be due from the Company or any subsidiary by the taxing authority of any jurisdiction, and the officers of the Company know
of no basis for any such claim.


 


(p)            Certain
Transactions.    Except as set forth in Schedule 3(p), and except for arm’s length transactions pursuant to which the Company
or any subsidiary makes payments in the ordinary course of business upon terms no less favorable than it could obtain from third
parties, none of the officers, directors, or employees of the Company or any subsidiary is presently a party to any transaction
with the Company or any subsidiary (other than for services as employees, officers and directors), including any contract, agreement
or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or
from, 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.


 


(q)            Rights
of First Refusal.    Except as set forth on Schedule 3(q), 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 stockholders
of the Company, underwriters, brokers, agents or other third parties.


 




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(r)            Brokers’
Fees.    Except for as set forth on Schedule 3(r), the Company does not have any liability or obligation to pay any fees or commissions
to any broker, finder or agent with respect to the transactions contemplated by this Agreement.


 


(s)            No
Disagreements with Accountants and Lawyers.    There are no disagreements of any kind presently existing, or reasonably anticipated
by the Company to arise between the Company and the accountants and lawyers previously and presently employed by the Company,
including but not limited to disputes or conflicts over payment owed to such accountants and lawyers, nor have there been any
such disagreements during the two years prior to the Closing Date, in each case, that could cause a Material Adverse Effect.


 


(t)            Regulatory
Permits. To the Company’s knowledge, 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.


 


(u)            USA
PATRIOT Act and Money Laundering Laws.    The operations of the Company are and have been conducted at all times in compliance
with the money laundering requirements of all applicable governmental authorities and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental authority (collectively, the “Money Laundering Laws”)
and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(Title III of Pub. L. 107-56 (signed into Law October 26, 2001) (the “USA PATRIOT Act”) and no action, suit or proceeding
by or before any court or governmental authority or any arbitrator involving any of the Company or any of its Subsidiaries with
respect to the Money Laundering Laws or USA PATRIOT Act is pending or, to the best knowledge of the Company, threatened.


 


(v)            PFIC.    Neither the Company nor any of its subsidiaries is or intends to become a “passive foreign investment company” within
the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.


 


(w)            OFAC.    Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee,
Affiliate or person acting on behalf of any of the Company or any of its Subsidiaries, is currently subject to any U.S. sanctions
administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will
not directly or indirectly use the proceeds of the sale of the Notes, or lend, contribute or otherwise make available such proceeds
to any subsidiary of the Company, joint venture partner or other person or entity, towards any sales or operations in Cuba, Iran,
Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any person currently
subject to any U.S. sanctions administered by OFAC.


 




    	9



    	 



    





 


(x)            Money
Laundering Laws.    The operations of each of the Company and its subsidiaries are and have been conducted at all times in compliance
with the money laundering requirements of all applicable governmental authorities and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental authority (collectively, the “Money Laundering Laws”)
and no action, suit or proceeding by or before any court or governmental authority or any arbitrator involving any of the Company
or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.


 


(y)            Solvency.    Based on the financial condition of the Company as of the Closing Date after giving effect to the receipt by the Company of the
proceeds from the sale of the Notes (i) the Company’s fair saleable value of its assets exceeds the amount that will be
required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities)
as they mature. The Company does not intend to incur debts beyond its ability to pay such debts as they mature.


 


(z)            Full
Disclosure.    No representation or warranty or other statement made by the Company in this
Agreement in connection with the contemplated transactions contains any untrue statement of material fact or omits to state a
material fact necessary to make the representations and warranties set forth herein, in light of the circumstances in which
they were made, not misleading. The Company acknowledges that the Subscribers are relying on the representations and
warranties made by the Company hereunder and that such representations and warranties are a material inducement to the
Subscribers purchasing the Notes. The Company further acknowledges that without such representations and warranties of the
Company made hereunder, the Subscribers would not enter into this Agreement. The foregoing representations and warranties
shall survive for a period of twelve (12) months after the Closing Date.


 


4.              COVENANTS.


 


(a)            Merger
and PIPE.    The Company agrees to consummate the Merger with a publicly traded company recommended
by a Subscriber that is acceptable to the Company at the earliest possible date but not later than the date which is May 15,
2013. For the purpose of the Merger, the Company shall use its best efforts to undertake such restructuring of its corporate
structure as may be deemed reasonably necessary by the Subscribers. The Company, after the consummation of Merger, shall
maintain the quotation or listing of its common stock on the American Stock Exchange, Nasdaq Capital Market, Nasdaq Global
Market, Nasdaq Global Select Market, Bulletin Board, or New York Stock Exchange (whichever of the foregoing is at the time
the principal trading exchange or market for the Pubco Common Stock (the “Principal Market”), and will comply in
all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal
Market, as applicable, as long as any Securities are outstanding.


 


(b)            Board
of Directors.    The Company agrees that upon the consummation of the Merger, the board of directors of the Pubco shall consist
of five (5) members, of which two (2) shall be appointed and nominated by the Subscriber(s) who hold the Note(s) of at least 50%
of the total outstanding principal of all the Notes issued hereunder.


 


(c)            Form
D.    The Company agrees to file a Form D with respect to the offer and sale of the Notes as required under Regulation D. The
Company shall take such action as the Company shall reasonably determine is necessary to qualify the Notes (and the Conversion
Shares), or obtain an exemption for the Notes (and the Conversion Shares) for sale to the Buyers at the Closing pursuant to this
Agreement under applicable securities or “Blue Sky” laws of the states of the United States.


 




    	10



    	 



    





 


(d)            Use
of Proceeds.    The Company shall use 100% of the net proceeds from the sale of the Notes (after deducting fees and expenses
(including legal fees and expenses)) (i) to pay fees and expenses (including legal fees and expenses) related to the Merger, and
(ii) for general working capital purposes.


 


(e)            Corporate
Existence.    So long as any of the Note remains outstanding, the Company shall not, and shall cause each of its subsidiaries
not to, directly or indirectly consummate any merger, reorganization, restructuring, reverse stock split consolidation, sale of
all or substantially all of its assets, enter into a change of control transaction, or any similar transaction or related transactions
(each such transaction, an “Organizational Change”), other than the Merger, unless, prior to the consummation of such
an Organizational Change, the Company obtains the written consent of the holders of then outstanding Notes. In any such case,
the Company will make appropriate provision with respect to such holders’ rights and interests to insure that the provisions
of this Section 4(c) will thereafter be applicable to the Notes.


 


(f)            Books
and Records.    As long as any Securities are outstanding, the Company will keep true records and books of account in which full,
true and correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with
generally accepted accounting principles applied on a consistent basis.


 


(g)            Governmental
Authorities.    As long as any Securities are outstanding, the Company shall duly observe and conform in all material respects
to all valid requirements of governmental authorities relating to the conduct of its business or to its properties or assets.


 


(h)            Properties.    As
long as any Securities are outstanding, the Company will keep its properties in good repair, working order and condition, reasonable
wear and tear excepted, and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements
thereto; and the Company will at all times comply with each provision of all leases and claims to which it is a party or under
which it occupies or has rights to property if the breach of such provision could reasonably be expected to have a Material Adverse
Effect. The Company will not abandon any of its assets except for those assets which have negligible or marginal value or for
which it is prudent to do so under the circumstances.


 


(i)            Additional
Negative Covenants.    As long as any Securities are outstanding, the Company will not and will not permit any of its subsidiaries,
without the written consent of the Subscribers, to directly or indirectly:


 


		(i)	engage
                                                                                                                               in
                                                                                                                               any
                                                                                                                               business
                                                                                                                               other
                                                                                                                               than
                                                                                                                               businesses
                                                                                                                               engaged
                                                                                                                               in
                                                                                                                               or
                                                                                                                               proposed
                                                                                                                               to
                                                                                                                               be
                                                                                                                               engaged
                                                                                                                               in
                                                                                                                               by
                                                                                                                               the
                                                                                                                               Company
                                                                                                                               on
                                                                                                                               the
                                                                                                                               Closing
                                                                                                                               Date
                                                                                                                               or
                                                                                                                               businesses
                                                                                                                               similar
                                                                                                                               thereto;



 


		(ii)	merge
                                                                                                                                or
                                                                                                                                consolidate
                                                                                                                                with
                                                                                                                                any
                                                                                                                                person
                                                                                                                                or
                                                                                                                                entity
                                                                                                                                (other
                                                                                                                                than
                                                                                                                                the
                                                                                                                                Merger
                                                                                                                                and
                                                                                                                                the
                                                                                                                                mergers
                                                                                                                                of
                                                                                                                                wholly
                                                                                                                                owned
                                                                                                                                subsidiaries
                                                                                                                                into
                                                                                                                                the
                                                                                                                                Company),
                                                                                                                                or
                                                                                                                                sell,
                                                                                                                                lease
                                                                                                                                or
                                                                                                                                otherwise
                                                                                                                                dispose
                                                                                                                                of
                                                                                                                                its
                                                                                                                                assets
                                                                                                                                other
                                                                                                                                than
                                                                                                                                in
                                                                                                                                the
                                                                                                                                ordinary
                                                                                                                                course
                                                                                                                                of
                                                                                                                                business
                                                                                                                                involving
                                                                                                                                an
                                                                                                                                aggregate
                                                                                                                                consideration
                                                                                                                                of
                                                                                                                                more
                                                                                                                                than
                                                                                                                                ten
                                                                                                                                percent
                                                                                                                                (10%)
                                                                                                                                of
                                                                                                                                the
                                                                                                                                book
                                                                                                                                value
                                                                                                                                of
                                                                                                                                its
                                                                                                                                assets
                                                                                                                                on
                                                                                                                                a
                                                                                                                                consolidated
                                                                                                                                basis
                                                                                                                                in
                                                                                                                                any
                                                                                                                                12-month
                                                                                                                                period,
                                                                                                                                or
                                                                                                                                liquidate,
                                                                                                                                dissolve,
                                                                                                                                recapitalize
                                                                                                                                or
                                                                                                                                reorganize;



 


		(iii)	incur
                                                                                                                                 any
                                                                                                                                 indebtedness
                                                                                                                                 for
                                                                                                                                 borrowed
                                                                                                                                 money
                                                                                                                                 or
                                                                                                                                 become
                                                                                                                                 a
                                                                                                                                 guarantor
                                                                                                                                 or
                                                                                                                                 otherwise
                                                                                                                                 contingently
                                                                                                                                 liable
                                                                                                                                 for
                                                                                                                                 any
                                                                                                                                 such
                                                                                                                                 indebtedness
                                                                                                                                 except
                                                                                                                                 for
                                                                                                                                 the
                                                                                                                                 PIPE
                                                                                                                                 or
                                                                                                                                 obligations
                                                                                                                                 incurred
                                                                                                                                 in
                                                                                                                                 the
                                                                                                                                 ordinary
                                                                                                                                 course
                                                                                                                                 of
                                                                                                                                 business;



 



    	11



    	 



    


  


		(iv)	enter
                                                                                                                                into
                                                                                                                                any
                                                                                                                                new
                                                                                                                                agreement
                                                                                                                                or
                                                                                                                                make
                                                                                                                                any
                                                                                                                                amendment
                                                                                                                                to
                                                                                                                                any
                                                                                                                                existing
                                                                                                                                agreement,
                                                                                                                                which
                                                                                                                                by
                                                                                                                                its
                                                                                                                                terms
                                                                                                                                would
                                                                                                                                restrict
                                                                                                                                the
                                                                                                                                Company’s
                                                                                                                                performance
                                                                                                                                of
                                                                                                                                its
                                                                                                                                obligations
                                                                                                                                to
                                                                                                                                holders
                                                                                                                                of
                                                                                                                                the
                                                                                                                                Notes
                                                                                                                                pursuant
                                                                                                                                to
                                                                                                                                this
                                                                                                                                Agreement
                                                                                                                                or
                                                                                                                                any
                                                                                                                                Transaction
                                                                                                                                Documents;



 


		(v)	enter
                                                                                                                               into
                                                                                                                               any
                                                                                                                               agreement
                                                                                                                               with
                                                                                                                               any
                                                                                                                               holder
                                                                                                                               or
                                                                                                                               prospective
                                                                                                                               holder
                                                                                                                               of
                                                                                                                               any
                                                                                                                               securities
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Company,
                                                                                                                               except
                                                                                                                               for
                                                                                                                               the
                                                                                                                               PIPE,
                                                                                                                               providing
                                                                                                                               for
                                                                                                                               the
                                                                                                                               granting
                                                                                                                               to
                                                                                                                               such
                                                                                                                               holder
                                                                                                                               of
                                                                                                                               registration
                                                                                                                               rights,
                                                                                                                               preemptive
                                                                                                                               rights,
                                                                                                                               special
                                                                                                                               voting
                                                                                                                               rights
                                                                                                                               or
                                                                                                                               protection
                                                                                                                               against
                                                                                                                               dilution;



  


(j)            Security
and Seniority.    The Company’s responsibilities under the Notes shall be secured by the Company’s collateral
(the “Collateral”) as provided in the Security Agreement, which is in substantially the form of Exhibit B (the
“Security Agreement”). The Subscribers shall have a first priority security interest in the Collateral.


 


(k)            Registration
Rights.    Holders of the Notes shall have the following rights with respect to filing registration statements(each a “Registration
Statement”) with the Securities and Exchange Commission (the “Commission”) for the resale of the Conversion
Shares, if the Notes are converted, and the PIPE Securities, if the Notes are exchanged for PIPE Securities (Conversion Shares
and PIPE Securities are collectively referred to as “Registrable Shares”):


 


		(i)	Conversion
                                                                                                                               Shares.
                                                                                                                               If
                                                                                                                               at
                                                                                                                               any
                                                                                                                               time
                                                                                                                               when
                                                                                                                               there
                                                                                                                               is
                                                                                                                               not
                                                                                                                               an
                                                                                                                               effective
                                                                                                                               Registration
                                                                                                                               Statement
                                                                                                                               providing
                                                                                                                               for
                                                                                                                               the
                                                                                                                               resale
                                                                                                                               of
                                                                                                                               all
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Conversion
                                                                                                                               Shares,
                                                                                                                               the
                                                                                                                               Pubco
                                                                                                                               shall
                                                                                                                               determine
                                                                                                                               to
                                                                                                                               prepare
                                                                                                                               and
                                                                                                                               file
                                                                                                                               with
                                                                                                                               the
                                                                                                                               Commission
                                                                                                                               a
                                                                                                                               Registration
                                                                                                                               Statement
                                                                                                                               relating
                                                                                                                               to
                                                                                                                               an
                                                                                                                               offering
                                                                                                                               for
                                                                                                                               its
                                                                                                                               own
                                                                                                                               account
                                                                                                                               or
                                                                                                                               the
                                                                                                                               account
                                                                                                                               of
                                                                                                                               others
                                                                                                                               under
                                                                                                                               the
                                                                                                                               Securities
                                                                                                                               Act
                                                                                                                               of
                                                                                                                               any
                                                                                                                               of
                                                                                                                               its
                                                                                                                               equity
                                                                                                                               securities
                                                                                                                               (other
                                                                                                                               than
                                                                                                                               for
                                                                                                                               an
                                                                                                                               underwritten
                                                                                                                               offering
                                                                                                                               or
                                                                                                                               on
                                                                                                                               Form
                                                                                                                               S-4
                                                                                                                               or
                                                                                                                               Form
                                                                                                                               S-8,
                                                                                                                               each
                                                                                                                               as
                                                                                                                               promulgated
                                                                                                                               under
                                                                                                                               the
                                                                                                                               1933
                                                                                                                               Act,
                                                                                                                               or
                                                                                                                               their
                                                                                                                               then
                                                                                                                               equivalents),
                                                                                                                               the
                                                                                                                               Company
                                                                                                                               shall
                                                                                                                               cause
                                                                                                                               the
                                                                                                                               Pubco
                                                                                                                               send
                                                                                                                               to
                                                                                                                               each
                                                                                                                               holder
                                                                                                                               of
                                                                                                                               Conversion
                                                                                                                               Shares
                                                                                                                               written
                                                                                                                               notice
                                                                                                                               of
                                                                                                                               such
                                                                                                                               determination.
                                                                                                                               If
                                                                                                                               within
                                                                                                                               thirty
                                                                                                                               (30)
                                                                                                                               days
                                                                                                                               after
                                                                                                                               receipt
                                                                                                                               of
                                                                                                                               such
                                                                                                                               notice,
                                                                                                                               or
                                                                                                                               within
                                                                                                                               such
                                                                                                                               shorter
                                                                                                                               period
                                                                                                                               of
                                                                                                                               time
                                                                                                                               as
                                                                                                                               may
                                                                                                                               be
                                                                                                                               specified
                                                                                                                               by
                                                                                                                               the
                                                                                                                               Pubco
                                                                                                                               in
                                                                                                                               such
                                                                                                                               written
                                                                                                                               notice
                                                                                                                               as
                                                                                                                               may
                                                                                                                               be
                                                                                                                               necessary
                                                                                                                               for
                                                                                                                               the
                                                                                                                               Company
                                                                                                                               and
                                                                                                                               the
                                                                                                                               Pubco
                                                                                                                               to
                                                                                                                               comply
                                                                                                                               with
                                                                                                                               its
                                                                                                                               obligations
                                                                                                                               with
                                                                                                                               respect
                                                                                                                               to
                                                                                                                               the
                                                                                                                               timing
                                                                                                                               of
                                                                                                                               the
                                                                                                                               filing
                                                                                                                               of
                                                                                                                               such
                                                                                                                               Registration
                                                                                                                               Statement,
                                                                                                                               any
                                                                                                                               such
                                                                                                                               holder
                                                                                                                               of
                                                                                                                               Conversion
                                                                                                                               Shares
                                                                                                                               shall
                                                                                                                               so
                                                                                                                               request
                                                                                                                               in
                                                                                                                               writing,
                                                                                                                               (which
                                                                                                                               request
                                                                                                                               shall
                                                                                                                               specify
                                                                                                                               the
                                                                                                                               Conversion
                                                                                                                               Shares
                                                                                                                               intended
                                                                                                                               to
                                                                                                                               be
                                                                                                                               registered),
                                                                                                                               the
                                                                                                                               Company
                                                                                                                               will
                                                                                                                               cause
                                                                                                                               the
                                                                                                                               Pubco
                                                                                                                               to
                                                                                                                               use
                                                                                                                               commercially
                                                                                                                               reasonable
                                                                                                                               efforts
                                                                                                                               to
                                                                                                                               cause
                                                                                                                               the
                                                                                                                               registration
                                                                                                                               under
                                                                                                                               the
                                                                                                                               1933
                                                                                                                               Act
                                                                                                                               of
                                                                                                                               all
                                                                                                                               Conversion
                                                                                                                               Shares
                                                                                                                               which
                                                                                                                               the
                                                                                                                               Pubco
                                                                                                                               has
                                                                                                                               been
                                                                                                                               so
                                                                                                                               requested
                                                                                                                               to
                                                                                                                               register
                                                                                                                               by
                                                                                                                               the
                                                                                                                               holder
                                                                                                                               (the
                                                                                                                               “Piggy-Back
                                                                                                                               Registration”).
	 	 	 
	 	(ii)	PIPE Securities. If a holder of the Note decide to exchange
                            the Note for PIPE Securities, such holder shall be entitled to the same registration rights, if any,
                            provided to the investors in the PIPE and it shall waive its rights to Piggy-Back Registration as
                            set forth in Section 4(j)(i) hereof.






 


		(iii)	Mandated
                                                                                                                                 Reduction
                                                                                                                                 of
                                                                                                                                 Registrable
                                                                                                                                 Shares.
                                                                                                                                 If,
                                                                                                                                 for
                                                                                                                                 any
                                                                                                                                 reason,
                                                                                                                                 the
                                                                                                                                 Commission
                                                                                                                                 requires
                                                                                                                                 that
                                                                                                                                 the
                                                                                                                                 number
                                                                                                                                 of
                                                                                                                                 Registrable
                                                                                                                                 Shares
                                                                                                                                 to
                                                                                                                                 be
                                                                                                                                 registered
                                                                                                                                 for
                                                                                                                                 resale
                                                                                                                                 pursuant
                                                                                                                                 to
                                                                                                                                 the
                                                                                                                                 Registration
                                                                                                                                 Statement
                                                                                                                                 in
                                                                                                                                 connection
                                                                                                                                 with
                                                                                                                                 any
                                                                                                                                 Registration
                                                                                                                                 Statement,
                                                                                                                                 be
                                                                                                                                 reduced,
                                                                                                                                 such
                                                                                                                                 reduction
                                                                                                                                 (the
                                                                                                                                 “Cut
                                                                                                                                 Back
                                                                                                                                 Shares”)
                                                                                                                                 shall
                                                                                                                                 be
                                                                                                                                 allocated
                                                                                                                                 pro
                                                                                                                                 rata
                                                                                                                                 among
                                                                                                                                 the
                                                                                                                                 holders whose
                                                                                                                                 shares
                                                                                                                                 have
                                                                                                                                 been
                                                                                                                                 included
                                                                                                                                 in
                                                                                                                                 such
                                                                                                                                 Registration
                                                                                                                                 Statement
                                                                                                                                 until
                                                                                                                                 the
                                                                                                                                 reduction
                                                                                                                                 required
                                                                                                                                 by
                                                                                                                                 the
                                                                                                                                 Commission
                                                                                                                                 is
                                                                                                                                 effected.



 


		(iv)	Expenses.
                                                                                                                                All
                                                                                                                                expenses
                                                                                                                                incurred
                                                                                                                                by
                                                                                                                                the
                                                                                                                                Pubco in
                                                                                                                                complying
                                                                                                                                with
                                                                                                                                Section
                                                                                                                                4(k),
                                                                                                                                including,
                                                                                                                                without
                                                                                                                                limitation,
                                                                                                                                all
                                                                                                                                registration
                                                                                                                                and
                                                                                                                                filing
                                                                                                                                fees,
                                                                                                                                printing
                                                                                                                                expenses
                                                                                                                                (if
                                                                                                                                required),
                                                                                                                                fees
                                                                                                                                and
                                                                                                                                disbursements
                                                                                                                                of
                                                                                                                                counsel
                                                                                                                                and
                                                                                                                                independent
                                                                                                                                public
                                                                                                                                accountants
                                                                                                                                for
                                                                                                                                the
                                                                                                                                Company,
                                                                                                                                fees
                                                                                                                                and
                                                                                                                                expenses
                                                                                                                                (including
                                                                                                                                reasonable
                                                                                                                                counsel
                                                                                                                                fees)
                                                                                                                                incurred
                                                                                                                                in
                                                                                                                                connection
                                                                                                                                with
                                                                                                                                complying
                                                                                                                                with
                                                                                                                                state
                                                                                                                                securities
                                                                                                                                or
                                                                                                                                “blue
                                                                                                                                sky”
                                                                                                                                laws,
                                                                                                                                fees
                                                                                                                                of
                                                                                                                                the
                                                                                                                                FINRA,
                                                                                                                                transfer
                                                                                                                                taxes,
                                                                                                                                and
                                                                                                                                fees
                                                                                                                                of
                                                                                                                                transfer
                                                                                                                                agents
                                                                                                                                and
                                                                                                                                registrars,
                                                                                                                                are
                                                                                                                                called
                                                                                                                                “Registration
                                                                                                                                Expenses.”
                                                                                                                                The
                                                                                                                                Company
                                                                                                                                will
                                                                                                                                pay
                                                                                                                                all
                                                                                                                                Registration
                                                                                                                                Expenses
                                                                                                                                in
                                                                                                                                connection
                                                                                                                                with
                                                                                                                                any
                                                                                                                                registration
                                                                                                                                statement
                                                                                                                                described
                                                                                                                                in
                                                                                                                                Section
                                                                                                                                4(k).



 




    	12



    	 



    


  


5.           CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.


 


The
obligation of the Company hereunder to issue and sell the Notes to the Subscriber(s) at the Closing is subject to the satisfaction,
at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s
sole benefit and may be waived by the Company at any time in its sole discretion:


 


(a)           The
Subscribers shall have executed this Agreement and other required Transaction Documents and delivered them to the Company.


 


(b)           The
Subscribers shall have delivered to the Company the Purchase Prices for Notes by wire transfer of immediately available U.S. funds
pursuant to the wire instructions provided by the Company.


 


(c)           The
representations and warranties of the Subscribers contained in this Agreement shall be true and correct in all material respects
as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that
speak as of a specific date), and the Subscriber shall have performed, satisfied and complied in all material respects with the
covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Subscriber
at or prior to the Closing Date.


 


6.           CONDITIONS
TO THE SUBSCRIBER’S OBLIGATION TO PURCHASE.


 


               The
obligation of the Subscriber(s) hereunder to purchase the Notes at the Closing is subject to the satisfaction, at or before the
Closing Date, of each of the following conditions:


 


(a)           The
Company and each subsidiary of the Company indicated in the Security Agreement (as defined below) shall have executed and
delivered the security agreement of even date herewith, substantially in the form attached hereto as Exhibit B (the
“Security Agreement”), with Omni View Capital Advisors, as collateral agent (the “Collateral Agent”),
pursuant to which the Company and each such subsidiary shall have granted and conveyed to the Collateral Agent, for the
benefit of the Subscribers, a first priority security interest in all of its tangible and intangible assets, now owned or
hereafter acquired by it, as security for the full and timely repayment of the Notes in accordance with the terms of the
Notes.


 


(b)           The
representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except
to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which
case, such representations and warranties shall be true and correct without further qualification) as of the date when made and
as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date)
and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.


 


(c)           The
Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation
of the purchase and sale of the Notes, all of which shall be in full force and effect.


 


(d)           The
Subscribers shall have received a certificate, executed by the President or Chief Executive Officer of the Company, dated as of
the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyers, including,
without limitation, an update as of the Closing Date regarding the representation contained in Section 3 above.


 


(e)           The
Company shall have executed and delivered to the Subscribers the Notes in the respective amounts set forth on the signature pages
of the Subscribers affixed hereto.


 


(f)           The
Company shall have delivered to the Subscribers a certificate, executed on its behalf by an appropriate officer, dated as of the
Closing Date, certifying the resolutions adopted by its Board of Directors approving the transactions contemplated by this Agreement
and (in the case of the Company) the issuance of the Notes, certifying the current versions of its Articles of Incorporation and
Bylaws (or equivalent documents) and certifying as to the signatures and authority of persons signing this Agreement on behalf
of the Company. The foregoing certificate shall only be required to be delivered on the first Closing Date, unless any information
contained in the certificate has changed.


 


(g)           The
Company shall have performed and complied in all material respects with all agreements, covenants and conditions to closing required
to be performed and complied by it or them under the Security Agreement, unless such agreements, covenants and conditions have
been waived by the Subscribers.


 


7.           Broker’s
Commission/Finder’s Fee. The Company on the one hand,
and Subscriber on the other hand, agrees to indemnify the other against and hold the other harmless from any all liabilities to
anyone claiming brokerage commission or similar fees on account of services purported to have been rendered on behalf of the indemnifying
party in connection with this Agreement or the transactions contemplated hereby and arising out of such party’s actions.
The Company represents that to the best of its knowledge there are no parties entitled to receive fees, commission, finder’s
fees, due diligence fees or similar payments in connection with the offering of the Securities. Anything in this Agreement to
the contrary notwithstanding, the Subscriber is providing indemnification only for such Subscriber’s own actions and not
for any action of any other Subscriber. The liability of the Company and each Subscriber’s liability hereunder is several
and not joint.


 


8.           Indemnification;
Collateral Agent.


 


(a)           Indemnification
of Subscribers.    In consideration of the Subscriber’s execution and delivery of
this Agreement and purchase of the Notes (and if applicable, the Conversion Shares) hereunder, and in addition to all of
the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless
the Subscriber(s) and each other holder of the Notes (and if applicable, the Conversion Shares), and all of their
officers, directors, employees and agents (including, without limitation, those retained in connection with the
transactions contemplated by this Agreement) (collectively, the “Subscriber 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 Subscriber 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 Subscriber Indemnitees or any of them as a result of, or arising out
of, or relating to (a) any material misrepresentation by Company or any material breach of any covenant, agreement,
obligation, representation or warranty by the Company contained in this Agreement or the Transaction Documents, or (b) after
any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking
to be performed by the Company hereunder. 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.


 




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(b)           Indemnification
of the Company.    Each of the Subscribers agrees to indemnify and hold harmless the Company and its respective officers, directors,
employees, agents, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses
whatsoever (including, but not limited to, reasonable attorneys’ fees and disbursements, and any and all expenses incurred
in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual
or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach
by the Subscriber of any covenant or agreement made by the Subscriber herein or in any other document delivered in connection
with this Agreement or the Transaction Documents.


 


(c)           Authority
of Collateral Agent.    Each Subscriber hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such
action on its behalf under the provisions of the Security Agreement and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of the Security Agreement, together with such powers as are reasonably incidental thereto,
and grants and affirms the immunities and indemnities provided to the Collateral Agent Related Persons (as defined below) and
its affiliates in each of the Security Agreement. Notwithstanding any provision to the contrary contained elsewhere in this Agreement
or in any of the Security Agreement, the Collateral Agent shall not have any duties or responsibilities, except those expressly
set forth in the Security Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any of the Security Agreement or otherwise exist against the Collateral Agent. Each Subscriber
acknowledges that none of the Collateral Agent Related Persons has made any representation or warranty to it, and that no act
by the Collateral Agent hereinafter taken, including any review of the affairs of the Company, shall be deemed to constitute any
representation or warranty by any Collateral Agent-Related Person to any Subscriber. Each Subscriber represents to the Collateral
Agent that it has, independently and without reliance upon any Collateral Agent-Related Person and based on such documents and
information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Company and made its own decision to enter into this Agreement
and to invest in the Notes. Each Subscriber also represents that it will, independently and without reliance upon any Collateral
Agent Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the Note Documents, and
to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required
to be furnished to the Subscribers by the Collateral Agent, the Collateral Agent shall not have any duty or responsibility to
provide any Buyer with any credit or other information concerning the business, prospects, operations, property, financial and
other condition or creditworthiness of the Company which may come into the possession of any of the Collateral Agent Related Persons.
“Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together
with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.


 


9.           Miscellaneous.


 


(a)         Notices.    All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery or facsimile, addressed as set forth on the signature pages hereto or to such other address as such party shall
have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated on the signature page hereto (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day following such delivery (if delivered other than
on a business day during normal business hours where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur.


 




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(b)           Entire
Agreement; Assignment.    This Agreement constitutes the entire agreement between the parties hereto with respect to the subject
matter hereof and may be amended only by a writing executed by both parties hereto. Neither the Company nor Subscriber has relied
on any representations not contained or referred to in this Agreement and the documents delivered herewith.


 


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


 


(d)           Law
Governing this Agreement.    This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party
hereto against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts
of New York or in the federal courts located in the State of New York. The parties to this Agreement hereby irrevocably waive
any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of
jurisdiction or venue or based upon forum non-conveniens. The parties hereto agree to submit to the in person am
jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover
from the other party its reasonable attorney’s fees and costs.





 


(e)           Severability.    In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party
hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any other manner permitted by law.


 



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(f)           Captions.    The captions of the various sections and paragraphs of this Agreement have been inserted only for the purposes of convenience;
such captions are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any
of the provisions of this Agreement.


  


RESIDENTS
OF ALL STATES: THE NOTES OFFERED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. THE NOTE HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


 




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SIGNATURE
PAGE TO SUBSCRIPTION AGREEMENT


 


Please
acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon
it shall become a binding agreement between us.


 


	 	THE CODESMART
    GROUP, INC
	 	a Nevada corporation
	 	 	 
	 	By:	/s/
    Ira Shapiro
	 	Name:	Ira Shapiro
	 	Title:	Chief Executive Officer
	 	 	 
	 	Address:	The CodeSmart Group, Inc
	 	 	103 Waters Edge
	 	 	Congers, NY 10920



 


	 	 Facsimile No.:	
	 	 	 
	 	 Dated:	_____________, 2013


 


	SUBSCRIBER	 	 
	 

                                                                                                                                        Name
                                                                                                                                                       of
                                                                                                                                                       Subscriber:
                                                                                                                                                       ____________________________________

         

        Address:
        _________________________________________

        _________________________________________

         

        Fax
        No.: ________________________________

         

        Taxpayer
        ID# (if applicable): ________________

        _________________________________________

         

        (Signature)

         

        By:
        _____________________________________

         

        Dated:
        _____________, 2013

         

        Aggregate
        Purchase Price: ________________

         
	 	 


 


 [Signature
Page to The CodeSmart Group, Inc. Subscription Agreement]


 




    	17



    	 



    


 


EXHIBIT
A


 


CONVERTIBLE
NOTE


 


See attached.


 




    	18



    	 



    


 


 


EXHIBIT
B


 


SECURITY
AGREEMENT


 


See attached.




    	19