SECURITIES PURCHASE AGREEMENT


 


This Securities
Purchase Agreement (this “Agreement”) is dated as of March 4, 2022, between BUBBLR, Inc., a Wyoming corporation (the
“Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).


 


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


 


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


 


ARTICLE I. DEFINITIONS


 


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


 


“Acquiring Person” shall have
the meaning ascribed to such term in Section 4.5.


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


“Additional
Closings” means the closings of the purchase and sale of the Securities pursuant to Section 2.1(b), which shall occur as
follows: ten (10) business days after the Company files an S-1 registration statement registering for resale the Common Stock
contemplated herein, Purchaser shall purchase two-hundred thousand dollars ($200,000) of Preferred Stock (“Second
Tranche”). Absent an Event of Default, and subject to the terms in this Purchase Agreement, Purchaser shall commit to purchase
up to two (2) additional tranches of one hundred thousand dollars ($100,000) of Preferred Stock (“Additional Tranches”)
every thirty (30) calendar days, following the Second Tranche.


 


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


 


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


 




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


 


“Certificate
of Designation” means the Certificate of Designation to be filed prior to the Initial Closing by the Company with the Secretary
of State of the State of Wyoming, in the form of Exhibit A attached hereto.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto in connection with the Initial Closing or Additional Closing, as applicable, and, to the extent applicable, all conditions precedent
to (i) the Purchaser’s obligations to pay the Subscription Amount as to such Closing and (ii) the Company’s obligations to
deliver the Securities as to such Closing, in each case, have been satisfied or waived.


 


“Closing” means each of the Initial
Closing and Additional Closings.


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


“Commitment Shares” means thirty-five
(35) shares of Preferred Stock issued upon the Initial Closing as an equity incentive.


 


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


 


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


 


“Conversion
Shares” means the Common Stock issuable upon conversion of the Preferred Stock.


 


“Disclosure Schedules” shall have the meaning
ascribed to such term in Section


3.1.


 


“Dividend”
means ten percent (8%) per annum of the stated value of any Preferred Stock, paid quarterly by the Company, and at the Company’s
discretion, in cash or in Preferred Stock.


 


“Equity
Conditions” means (i) there are currently no uncured Events of Default and (ii) there remains an effective Registration Statement
available to the Purchaser for the resale of the shares of Common Stock issuable
upon conversion of the Preferred Stock and exercise of the Warrants.


 




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


 


“Event
of Default” means any of the following events: (i) the suspension, cessation from trading or delisting of the Company's Common
Stock on the Principal Market for a period of two (2) consecutive trading days or more; (ii) the failure by the Company to timely comply
with the reporting requirements of the Exchange Act (including applicable extension periods); (iii) the failure for any reason by the
Company to issue Commitment Shares, Dividends, Conversion Shares, or Warrant Shares to the Purchaser within the required time periods;
(iv) the Company breaches any representation, warranty, covenant or other term of condition contained in the definitive agreements between
the parties; (v) the Company files for Bankruptcy or receivership or any money judgment writ, liquidation or a similar process is entered
by or filed against the Company for more than $50,000 and remains unvacated, unbonded or unstayed for a period of twenty (20) calendar
days; (vi) any cessation of operations by the Company or failure by the Company to maintain any assets, intellectual, personal or real
property or other assets which are necessary to conduct its business (vii) the Company shall lose the "bid" price for its Common
stock on the Principal Market; (viii) if at any time the Common Stock is no longer DWAC eligible; or (ix) the Registration Statement registering
the resale of the Registrable Securities ceases to be effective for any reason.


 


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


 


“Exempt
Issuance” means (a) shares of Common Stock or options to employees, officers, consultants, advisors or directors of the Company
pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors or a majority
of the members of a committee of directors established for such purpose, and (b) securities issued directly to vendors or suppliers of
the Company in satisfaction of amounts owed to such vendors or suppliers (provided, however, that such vendors or suppliers shall not
have an arrangement to transfer, sell or assign such securities prior to the issuance of such shares).


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended. “GAAP” means generally accepted accounting principles
in the U.S.


“Initial
Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.1(a), which shall occur on a Closing
Date. The Initial Closing will be for the purchase of three hundred (300) shares of Preferred Stock at the aggregate purchase price of
$300,000.


 




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


 


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


 


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


 





3.1(m).


“Material Permits” shall have the meaning ascribed
to such term in Section


 


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“Person” means an individual or corporation,
partnership, trust, incorporated or


unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Preferred
Stock” means, one thousand (1,000) shares of the Company’s Series C Preferred Stock issued hereunder having the rights,
preferences and privileges set forth in the Certificate of Designation, in the form of Exhibit A hereto.


 


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


“Purchaser Party”
shall have the meaning ascribed to such term in Section 4.7. “Registration Statement” means any Registration Statement
under which the


shares of the Company’s common stock is registered.


 


“Required Approvals” shall have the meaning
ascribed to such term in Section


3.1(e).


 


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


 


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


 




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


 


“Securities”
means the Preferred Stock, Conversion Shares, Warrant and the Warrant Shares.


 


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


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include the location and/or reservation of borrowable shares of Common Stock).


 


“Stated Value” means $1,200 per share of Series
C Preferred Stock.


 


“Subscription
Amount” shall mean the aggregate amount to be paid for the Preferred Stock and Warrants purchased hereunder as specified on
the signature page under the heading “Subscription Amount,” in United States dollars and in immediately available funds.


 


“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


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


 


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


 


“Transfer
Agent” means Pacific Stock Transfer Co., the current transfer agent of the Company, with a mailing address of 6725 Via Austi
Pkwy, Suite 300 Las Vegas, NV 89119 and any successor transfer agent of the Company.


 


“Warrants”
means the Common Stock purchase warrants, in the form set forth as Exhibit B hereto, delivered to the Purchaser at each Closing,
which Warrants shall be exercisable immediately and have a term of exercise
equal to five (5) years from such initial exercise date.


 




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“Warrant Shares”
means the shares of Common Stock issuable upon exercise of the Warrants.


 


 


ARTICLE II.


PURCHASE
AND SALE


 


1.              
(a) Initial Closing. (i) Upon the execution of this Agreement, the Company agrees to sell,
and the Purchaser agrees to purchase, three hundred (300) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently
with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares
equal to 75% of the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Initial Closing.
The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription
Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number
of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the
other items set forth in Section 2.2 deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in
Sections 2.2 and 2.3, the Initial Closing shall occur at the offices of Pryor Cashman LLP, counsel to the Purchaser, or such other location
as the parties shall mutually agree.


(b) Additional
Closing. (i) Upon the terms and subject to the conditions set forth herein, ten (10) business days following the filing with the Commission
of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to
the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement
(collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions
set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional two hundred (200) shares of
Preferred Stock at price of $1,000 per share of Preferred Stock (the “Second Tranche”). Concurrently with the issuance of
the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to 75% the number
of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. Absent an Event of Default,
and subject to terms in this Purchase Agreement, Purchaser shall commit to purchase up to two (2) additional tranches of one hundred thousand
dollars ($100,000) of Preferred Stock (“Additional Tranches”) every thirty (30) calendar days, following the Second Tranche,
along with warrant coverage of 75% for each tranche. The Purchaser shall deliver to the Company, via wire transfer immediately available
funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto


 




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executed by the Purchaser, and
the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant
to Section 2.2(a) and (b) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closings.
Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closings shall occur at the offices
of Pryor Cashman LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.


 


		2.	Deliveries.



 


(a)            
On or prior to the applicable Closing Date (or as otherwise indicated below), the Company shall deliver
or cause to be delivered to the Purchaser the following:


 


(i)             
At the Initial Closing, this Agreement duly executed by the Company;


 


		(ii)	At the Initial Closing, a certificate evidencing the Commitment



Shares;


 


(iii)         
At the Initial Closing, a certificate evidencing three hundred (300) shares of Preferred Stock;


 


(iv)          
An original Warrant, registered in the name of Purchaser, for the number of shares of Common Stock
set forth in Section 2.1(a), duly executed by the Company;


 


(v)            
At the Second Tranche of the Additional Closings, a certificate evidencing two hundred (200) shares
of Preferred Stock;


 


(vi)          
At the Second Tranche of the Additional Closings, an original Warrant, registered in the name of
Purchaser, for the number of shares of Common Stock set forth in Section 2.1(b), duly executed by the Company;


 


(vii)        
At the Additional Closings, original Warrants, registered in the name of Purchaser, for the number
of shares of Common Stock set forth in Section 2.1(b), duly executed by the Company;


 


(viii)      
An irrevocable letter of instruction to the Company's Transfer Agent, instructing the Transfer Agent
to maintain for the benefit of the Purchaser, initially 10,205,747 shares of its common stock and at all times thereafter three times
(3x) the number of common shares needed to by the Purchaser to convert and/or exercise all shares of Preferred Stock held by the Purchaser.
The reserve amount shall be increased from time to time to ensure appropriate coverage of 3X, but no more, for Securities issued or issuable
to Purchaser. It is mutually understood and defined in the Form of Warrant that the Company covenants that,


 




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after a period of 45 days from
when the Warrant’s Issue Date, and so long after that period that the Warrant is outstanding, the Company will reserve from its
authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise
of any purchase rights under this Warrant (1X or 100%). Should the company determine that it may not have sufficient common shares available
on the 46th day from the Issue Date of the Warrant, the Company will make best
efforts to implement measures, up to and including an increase of the authorized common shares of the company, to provide sufficient coverage
by the 46th day; and


(ix)          
At the Second Closing and each Additional Closing, a copy of the registration statement(s) registering
for resale the common stock underlying each tranche and any opinions or prospectus supplements attached thereto.


 


(b)            
On or prior to the applicable Closing Date, the Purchaser shall deliver or cause to be delivered
to the Company, as applicable, the following:


 


		(i)	This Agreement duly executed
by the Purchaser; and



 


(ii)           
the Purchaser’s Subscription Amount by wire transfer to the account specified in writing by
the Company together with the subscription form attached as an Exhibit below.


 


		3.	Closing Conditions.



 


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


 


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


 


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


 


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


 


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


 


(i)             
the accuracy in all material respects when made and on the applicable Closing Date of the representations
and warranties of the Company contained herein (unless as of a specific date therein);


 




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


 


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


 


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


 


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


 


ARTICLE
III.


REPRESENTATIONS AND WARRANTIES


 


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


 


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


 


(b)            
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly
incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or
organization, with the requisite power and authority to own and use its properties and assets and to carry on


 




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


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


(d)            
No Conflicts. The execution, delivery and performance by the Company of this Agreement and
the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions
contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s
certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default)


 




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under, result in the creation
of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by
which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any
property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could
not have or reasonably be expected to result in a Material Adverse Effect.


(e)            
Filings, Consents and Approvals. The Company has timely filed all quarterly and annual reports
required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the
“1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements
and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred
to herein as the “SEC Documents”). The Company has delivered to Purchaser true and complete copies of the SEC Documents,
except for such exhibits and incorporated documents, and except as such Documents are available EDGAR filings on the SEC’s sec.gov
website. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the
rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they
were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of
the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such
statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements
of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United
States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material
respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated
results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end
audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities,
contingent or otherwise, other than (i) liabilities incurred in the ordinary


 




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course of business subsequent
to December 31, 2020, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required
under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate,
are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements
of the 1934 Act. For the avoidance of doubt, filing of the documents required in this Section 3(g) via the SEC’s Electronic Data
Gathering, Analysis, and Retrieval system (“EDGAR”) shall satisfy all delivery requirements of this Section 3(g).


The Company is not required
to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other
federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the
Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the notice
and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities, and (iii) such filings as are required
to be made under applicable state and federal securities laws (collectively, the “Required Approvals”).


(f)             
Issuance of the Securities. The Securities are duly authorized and, when issued and paid for
in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear
of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Conversion Shares,
when issued in accordance with the terms of the Preferred Stock, will be validly issued, fully paid and nonassessable, free and clear
of all Liens imposed by the Company. The Company shall reserve from its duly authorized capital stock a number of shares of Common Stock
issuable pursuant to the Preferred Stock. The Warrant Shares, when issued in accordance with the terms of the Warrant, will be validly
issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company shall reserve from its duly authorized
capital stock a number of shares of Common Stock issuable pursuant to the Warrants equal to the amount set forth in Section 2.1(a).


(g)            
Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g),
which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates
of the Company as of the date hereof. Except as set forth on Schedule 3.1(g), the Company has not issued any capital stock since
its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the
Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock
purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently
filed periodic report under the Exchange Act (“SEC Reports”). No Person has any right of first refusal, preemptive
right, right of participation, or any similar right to participate


 




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in the transactions contemplated
by the Transaction Documents. Except as set forth on Schedule 3.1(g) and except as a result of the purchase and sale of the Securities,
there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to,
or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe
for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary
is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities
will not obligate the Company to issue shares of Common Stock or other securities to any Person and will not result in a right of any
holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding
shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance
with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar
rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others
is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements
with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among
any of the Company’s stockholders.


		(h)	Intentionally omitted.



 


		(i)	Intentionally omitted.



 


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


 




    	 	13	 



    	 



    

 


(k)            
Labor Relations. Except as disclosed in Schedule 3.1(k), no labor dispute exists or,
to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to
result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates
to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party
to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good.
To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of
any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement,
or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such
executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters.
The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment
and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


(l)             
Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation
of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company
or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in
violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any
of its properties is bound (whether or not such default or violation has been waived) except as disclosed in Schedule 3.1(l), (ii)
is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority, except as set forth on Schedule
3.1(l) or


(iii) is or has been in violation
of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state
and local laws relating to taxes, other than tax payments related to payroll that are late, environmental protection, occupational health
and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected
to result in a Material Adverse Effect.


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


 




    	 	14	 



    	 



    

 


(n)            
Title to Assets. Except as disclosed in Schedule 3.1(n), the Company and the Subsidiaries
have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property
owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for
(i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be
made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate
reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any
real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable
leases with which the Company and the Subsidiaries are in compliance.


(o)            
Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents,
patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and
other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with
their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). Except as disclosed on Schedule 3.1(o), none of, and neither the Company nor any Subsidiary has received
a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected
to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has
received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise
has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or
reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are
enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries
have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except
where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


(p)            
Insurance. Except as set forth on Schedule 3.1(p), the Company and the Subsidiaries
are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary
in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance
coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it
will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business without a significant increase in cost.


 




    	 	15	 



    	 



    

 


(q)             Transactions
with Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any
Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any
transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any
contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000
other than for: (i) payment of salary or consulting fees for services rendered, (ii)    reimbursement
for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock
option plan of the Company. Except as set forth on Schedule 3.1(q), all employee salaries and contractor fees have been paid
to date and no such amounts are outstanding or past due.


 


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


 




    	 	16	 



    	 



    

 


reporting (as such term is defined
in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect,
the internal control over financial reporting of the Company and its Subsidiaries.


 


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


(t)             
Private Placement. Assuming the accuracy of the Purchaser’s representations and warranties
set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company
to the Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations
of the Trading Market.


 


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


 


(v)            
Registration Rights. The Company shall use its best efforts to file a registration statement
registering the resale of the Securities within ten (10) business days from the closing of the Initial Purchase. The Company shall use
is best efforts to have the registration statement declared “effective” within ninety (90) calendar days from its filing.
The Company shall use its best efforts to have a registration statement registering the resale of the Securities remain effective until
such time that the Investor no longer holds any such Securities. No other Person has any right to cause the Company to effect the registration
under the Securities Act of any securities of the Company or any Subsidiary.


(w)          
Listing and Maintenance Requirements. The Company has not in the twelve (12) months preceding
the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that
the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is and has no reason
to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 




    	 	17	 



    	 



    

		(x)	[RESERVED]



 


(y)            
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated
by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Purchaser
or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company
understands and confirms that the Purchaser will rely on the foregoing representation in effecting transactions in securities of the Company.
All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company and its Subsidiaries, their respective
businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does
not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during
the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made and when made, not misleading. The Company acknowledges and agrees that the Purchaser does not make and has
not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth
in Section 3.2 hereof.


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


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


 




    	 	18	 



    	 



    

 





(bb) No General
Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities by any
form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchaser.


 


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


(dd) Accountants.
The Company’s accounting firm is set forth on Schedule 3.1(dd) of the Disclosure Schedules. To the knowledge and belief of
the Company, such accounting firm: (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its
opinion with respect to the financial statements to be included in the Company’s Annual
Report for the fiscal year ending December 31, 2021.


 


(ee) Acknowledgment
Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting solely in the
capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company
further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by the Purchaser or any of its
representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental
to the Purchaser’s purchase of the Securities. The Company further represents to the Purchaser that the Company’s decision
to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions
contemplated hereby by the Company and its representatives.


(ff) Acknowledgment
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding, it is
understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser agreed,
to desist from purchasing or selling, securities of the Company, or “derivative” securities based on securities issued by
the


 




    	 	19	 



    	 



    

 


Company or to hold the Securities
for any specified term, (ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation,
“derivative” transactions, before or after a closing of this or future private placement transactions, may negatively impact
the market price of the Company’s publicly-traded securities (iii) Omit and (iv) the Purchaser shall not be deemed to have any affiliation
with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands
and acknowledges that (y) the Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding,
including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to the Warrants are being
determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the
Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging
activities do not constitute a breach of any of the Transaction Documents.


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


(hh)Reserved.


 


(ii)
Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance
with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the
Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the
Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy
or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release
or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.


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


 




    	 	20	 



    	 



    

 


(kk) U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning
of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.


 


(ll) Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956,
as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or
Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to
regulation by the Federal Reserve.


(mm) Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable
financial record- keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.


3.2           
Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants
as of the date hereof and as of each Closing to the Company as follows (unless as of a specific date therein):


 


(a)            
Organization; Authority. The Purchaser is either an individual or an entity duly incorporated
or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right,
corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated
by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction
Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by
all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction
Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms
hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms,
except: (i) as limited by general equitable


 




    	 	21	 



    	 



    

 


principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 


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


(c)          
Purchaser Status. At the time the Purchaser was offered the Securities, it was, and as of
the date hereof it is and on each date on which it converts any shares of Preferred Stock or exercises any Warrants, either: (i) an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional
buyer” as defined in Rule 144A(a) under the Securities Act.


 


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


 


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


 


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


 




    	 	22	 



    	 



    

 


ARTICLE
IV.


OTHER
AGREEMENTS OF THE PARTIES


 


		4.1	Transfer Restrictions.



 


(a)            
The Securities may only be disposed of in compliance with state and federal securities laws. As a
condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights
and obligations of the Purchaser under this Agreement.


 


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


 


THIS SECURITY HAS NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


The Company
acknowledges and agrees that the Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer
or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under
the terms of such arrangement, the Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge
or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor
shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense,
the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request
in connection with a pledge or transfer of the Securities, including, if the Securities are registered under a registration statement,
the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act
to appropriately amend the list of selling stockholders thereunder.


 




    	 	23	 



    	 



    







(c)            
Certificates evidencing the Conversion Shares and the Warrant Shares shall not contain any legend
(including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is
effective under the Securities Act, (ii) following any sale of such Conversion Shares or Warrant Shares pursuant to Rule 144, (iii) if
such Conversion Shares or Warrant Shares are eligible for sale under Rule 144 without volume or manner-of-sale restrictions, or (iv) if
such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission). If all or any shares of Preferred Stock or Warrants are converted at a time when there is an effective
registration statement to cover the resale of the Conversion Shares or Warrant Shares, as applicable, or if such Conversion Shares or
Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule
144, or if the Conversion Shares or Warrant Shares may be sold under Rule 144 without the requirement for the Company to be in compliance
with the current public information required under Rule 144 as to such Conversion Shares or Warrant Shares and without volume or manner-of-sale
restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations
and pronouncements issued by the staff of the Commission) then such Conversion Shares or Warrant Shares shall be issued free of all legends.
The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 4.1(c), it
will, no later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period
(as defined below) following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Conversion
Shares or Warrant Shares, as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver
or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends.
The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer
set forth in this Section 4. Certificates for Conversion Shares or Warrant Shares subject to legend removal hereunder shall be transmitted
by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company
System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period,
expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on
the date of delivery of a certificate representing Conversion Shares or Warrant Shares, as applicable, issued with a restrictive legend.


 


(d)            
In addition to such Purchaser’s other available remedies, (i) the Company shall pay to a Purchaser,
in cash, as partial liquidated damages and not as a penalty, for each $1,000 of the value of the Conversion shares for which the Preferred
Stock is being


 




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converted, or Warrant Shares
for which a Warrant is being exercised (based on the Warrant’s then exercise price), $10 per Trading Day for each Trading Day after
the Legend Removal Date (increasing to $20 per Trading Day after the fifth Trading Day) until such certificate is delivered without a
legend. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates
representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available
to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief, and (ii) if after
the Legend Removal Date such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction
of a sale by such Purchaser of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock
equal to all or any portion of the number of shares of Common Stock that such Purchaser anticipated receiving from the Company without
any restrictive legend, then, the Company shall pay to such Purchaser, in cash, an amount equal to the excess of such Purchaser’s
total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased
(including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”) over the product of
(A) such number of Warrant Shares that the Company was required to deliver to such Purchaser by the Legend Removal Date multiplied by
(B) the highest closing sale price of the Common Stock on any Trading Day during the period commencing on the date of the delivery by
such Purchaser to the Company of the applicable Warrant Shares and ending on the date of such delivery and payment under this Section
4.1(d).


 


(e)            
In the event a Purchaser shall request delivery of unlegended shares as described in this Section
4.1 and the Company is required to deliver such unlegended shares, (i) it shall pay all fees and expenses associated with or required
by the legend removal and/or transfer including but not limited to legal fees, Transfer Agent fees and overnight delivery charges and
taxes, if any, imposed by any applicable government upon the issuance of Common Stock; and (ii) the Company may not refuse to deliver
unlegended shares based on any claim that such Purchaser or anyone associated or affiliated with such Purchaser has not complied with
Purchaser’s obligations under the Transaction Documents, or for any other reason, unless, an injunction or temporary restraining
order from a court, on notice, restraining and or enjoining delivery of such unlegended shares shall have been sought and obtained by
the Company and the Company has posted a surety bond for the benefit of such Purchaser in the amount of the greater of (i) 150% of the
amount of the aggregate purchase price of the Conversion Shares or Warrant Shares, as applicable (based on exercise price in effect upon
exercise) which is subject to the injunction or temporary restraining order, or (ii) the VWAP of the Common Stock on the Trading Day before
the issue date of the injunction multiplied by the number of unlegended shares to be subject to the injunction, which bond shall remain
in effect until the completion of the litigation of the dispute and the proceeds of which shall be payable to such Purchaser to the extent
Purchaser obtains judgment in Purchaser’s favor.


 




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4.2           
Acknowledgment of Dilution of Voting Power. The Company acknowledges that the issuance of
the Securities will result in dilution of the voting power of the outstanding shares of Common Stock, which dilution will be substantial.


 


4.3           
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of
the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities or that would be
integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would
require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing
of such subsequent transaction.


 


4.4           
Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00a.m. on the Trading Day
immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and
(b) file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, including the Transaction
Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press
release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered
to any of the Purchasers (other than Purchasers who are directors or officers of the Company) by the Company or any of its Subsidiaries,
or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction
Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality
or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective
officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers (other than with Purchasers who are directors
or officers of the Company) or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult
with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor
any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company,
with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release
of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case
the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding
the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with
the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except: (a) as required
by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such
disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with
prior notice of such disclosure permitted under this clause (b).


 




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4.5           
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent
of the Company, any other Person, that the Purchaser is an “Acquiring Person” under any control share acquisition, business
combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect
or hereafter adopted by the Company, or that the Purchaser could be deemed to trigger the provisions of any such plan or arrangement,
by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchaser.


 


4.6           
Non-Public Information. Except with respect to the material terms and conditions of the transactions
contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf,
will provide the Purchaser or its agents or counsel with any information that the Company believes constitutes material non- public information,
unless prior thereto the Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use
of such information. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions
in securities of the Company.


 


4.7           
Indemnification of Purchaser. Subject to the provisions of this Section 4.7, the Company will
indemnify and hold the Purchaser and their respective directors, officers, shareholders, members, partners, employees and agents (and
any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other
title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser
Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including
all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser
Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such
Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a
breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings
such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws
or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall
be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall
promptly notify


 




    	 	27	 



    	 



    

 


the Company in writing, and the
Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party.
Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof
has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such
defense and to employ counsel or such defense once started is subsequently delayed owing to lack of timely payment by the Company of legal
fees and expenses or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between
the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable
fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement
(y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably
withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser
Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement
or in the other Transaction Documents. The indemnification required by this Section 4.7 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained
herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities
the Company may be subject to pursuant to law.


4.8           
Certain Transactions and Confidentiality. The Purchaser, covenants that neither it, nor any
Affiliate acting on its behalf or pursuant to any understanding with it will (i) execute any Short Sales, of any of the Company’s
securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated
by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 or (ii) from the date
hereof until the earlier of the 12 month anniversary of the date hereof and the date that the Preferred Stock is no longer outstanding,
execute any Short Sales of the Common Stock (a “Prohibited Short Sale”). The Purchaser covenants that until such time
as the transactions contemplated by this Agreement are publicly disclosed by the Company
pursuant to the initial press release as described in Section 4.4, the Purchaser will maintain the confidentiality of the existence and
terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the
foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that
(i) the Purchaser does not make any representation, warranty or covenant hereby that it will not engage in effecting transactions in
any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant
to the initial press release as described in Section 4.4, (ii) except for a Prohibited Short Sale, the Purchaser shall not be restricted
or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and
after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.4 and (iii) the Purchaser shall have no duty of confidentiality to the Company or its Subsidiaries after the
issuance of the initial press release as described in Section 4.4.


 




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


 


		4.10	Redemption.



 


The Company shall have the right to redeem the Securities,
in accordance with the following schedule:


 


		i.	If all of the Securities are redeemed within ninety
(90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Securities upon five (5) business days’
of written notice at a price equal to the product of one hundred fifteen percent (115%) multiplied by the sum of the outstanding Stated
Value together with any accrued but unpaid dividends and all other amounts due pursuant to this Agreement and the Certificate of Designation;



 


		ii.	If all of the Securities are redeemed after ninety
(90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Securities upon five (5) business days
of written notice at a price equal to the product of one hundred twenty percent (120%) multiplied by the sum of the outstanding Stated
Value together with any accrued but unpaid dividends and all other amounts due pursuant to this Agreement and the Certificate of Designation;
and



 


		iii.	The Company shall honor all conversions of Preferred
Stock until the receipt by the Purchaser of the applicable redemption amounts set forth in this Section 4.10.



 


4.11        
Dividends The Company shall pay a dividend of eight percent (8%) per annum on the Preferred
Stock, for as long as the relevant Preferred Stock has not been redeemed or converted. Dividends shall be paid quarterly, and at the Company’s
discretion, in cash or Preferred Stock calculated at the purchase price.


 


4.12        
Event of Default Following any Event of Default, all outstanding Preferred Stock shall come
immediately due for redemption and the redemption amount shall accrue


 




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dividends at the lesser of (a)
12% per annum or (b) the maximum legal rate. Redemption following an Event of Default shall occur at an amount equaling the product of
one hundred and thirty five percent (135%), multiplied by the sum of the Stated Value, all accrued but unpaid dividends and all other
amounts due pursuant to this Agreement and the Certificate of Designation for all Preferred Stock.


 


4.13        
Conversion and Exercise Procedures. The forms of Notice of Conversion included in the Preferred
Stock and Notice of Exercise included in the Warrant set forth the totality of the procedures required of the Purchaser in order to convert
the Preferred Stock and exercise the Warrant, respectively. No additional legal opinion, other information or instructions shall be required
of the Purchaser to convert their Preferred Stock or exercise their Warrant. Without limiting the preceding sentences, no ink-original
Notice of Conversion or Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any Notice of Conversion or Notice of Exercise form be required in order to convert the Preferred Stock or exercise the Warrant, respectively.
The Company shall honor conversion of the Preferred Stock and exercises of the Warrant and shall deliver Conversion Shares or Warrant
Shares, as applicable, in accordance with the terms, conditions and time periods set forth in the Transaction Documents.


 


14. DTC Program. For so long
as the Preferred Stock or any Warrant is outstanding, the Company will employ as the Transfer Agent for the Common Stock and Warrant Shares
a participant in the DTC Automated Securities Transfer Program and cause the Common Stock to be transferable pursuant to such program.


 


4.15 Most
Favored Nations. From the date hereof until the date when the Purchaser no longer holds any Securities, upon any issuance by the Company
or any of its subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, indebtedness or a combination of units hereof
(a “Subsequent Financing”), Purchaser may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable,
all or some of the Securities then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis. The Company
shall provide the Purchaser with notice of any such Subsequent Financing in the manner set forth below. Additionally, if in such Subsequent
Financing there are any contractual provisions or side letters that provide terms more favorable to the investors than the terms provided
for hereunder, then the Company shall specifically notify the Purchaser of such additional or more favorable terms and such terms, at
Purchaser’s option, shall become a part of the transaction documents with the Purchaser. The types of terms contained in another
security that may be more favorable to the holder of such security include, but are not limited to, terms addressing stock sale price,
price per share, and warrant coverage. For purposes of illustration, if a Subsequent Financing were to occur whereby the Company sells
and issues a convertible note with a conversion price that includes a discount to the market price of its Common Stock, the Purchaser
will be entitled to receive the same convertible note on the exact same terms on a dollar for dollar basis via the exchange of the Securities
the Holder holds on the date of the sale and issuance of the convertible note. Notwithstanding
the foregoing, this Section 4.15 shall not apply in respect of an Exempt Issuance.


 




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ARTICLE V. MISCELLANEOUS


 


5.1            Termination.
This Agreement may be terminated by the Purchaser, as to the Purchaser’s obligations hereunder, if the Initial Closing has not
been consummated within five (5) Business Days of the date hereof or the Additional Closing has not been consummated within
five (5) Business Days of the filing of the Registration Statement registering the resale of the Registrable Securities; provided, however,
that such termination will not affect the right of any party to sue for any breach by any other party (or parties).


 


5.2           
Fees and Expenses. At the Initial Closing, the Company has agreed to reimburse the Purchaser
$10,000 for its legal fees in connection with the transaction contemplated by the Transaction Documents, which such amount may be withheld
from the Purchaser’s Subscription Amount deliverable at Closing. Except as expressly set forth in the Transaction Documents to the
contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall
pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered
by the Company), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchaser.


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


 


5.4           
Notices. Any and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto at or
prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day
or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd)
Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt
by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the
signature pages attached hereto.


5.5           
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented
or amended except in a written instrument signed, in the case of an


 




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amendment, by the Company and
the holders of at least 75% in interest of the Securities then outstanding or, in the case of a waiver, by the party against whom enforcement
of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise
of any such right.


 


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


 


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


 


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


 


5.9           
Governing Law. All questions concerning the construction, validity, enforcement and interpretation
of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada,
without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against
a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced
exclusively in the state or federal courts sitting in the Borough of Manhattan, New York, New York Each party hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in the Borough of Manhattan, New York, New York for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect
to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is
improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and


 




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sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. If either party shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then, in
addition to the obligations of the Company under Section 4.7, the prevailing party in such action, suit or proceeding shall be reimbursed
by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


 


5.10        
Survival. The representations and warranties contained herein shall survive each Closing and
the delivery of the Securities.


 


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


 


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


5.13        
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and
without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election,
demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein
provided, then the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any
relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.


 


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


 




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


 


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


5.17        
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages
or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid
partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which
such partial liquidated damages or other amounts are due and payable shall have been canceled.


 


5.18        
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action
or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may
be exercised on the next succeeding Business Day.


 


5.19        
Construction. The parties agree that each of them and/or their respective counsel have reviewed
and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject
to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock
that occur after the date of this Agreement.


 


5.20        
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION
BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT
PERMITTED BY APPLICABLE LAW, HEREBY
ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND
EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


 


(Signature Pages Follow)


 




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


 


	 	BUBBLR, INC.	 
	 	 	 	Address for Notice:
	 	 	 	21 West 46th Street
	 	 	 	New York, New
York 10036
	 	By:	/s/ Rik Willard 
		Name:	Rik Willard
	 	Title:	CEO



 


 





 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




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