Exhibit 10.3


 





SECURITIES SALE AGREEMENT


 


THIS SALE AGREEMENT,
(the “Agreement”) dated as of November 2, 2015, is made by and between Barron Partners LP, a Delaware Limited Partnership
(the “Seller”) and Lattice Incorporated, a Delaware Corporation (the “Buyer”).


 


WHEREAS,
Seller is the owner of the 3,589,488 shares of Series A Convertible Preferred Stock of the Buyer (the “Series A Shares”)


 


THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties agree the following:


 


Seller agrees to sell
to the Buyer and the Buyer agrees to buy from the Seller 3,589,488 Series A Shares (the “LTTC Shares”) for a total
purchase price of $461,502 by no later than November 30, 2015. In the event that the closing does not take place by November 30,
2015, this agreement shall terminate. Upon closing, Buyer shall cancel the LTTC Shares kept by the Buyer on its books and records
in the name of the Seller upon Seller’s confirmation of the receipt of the Purchase Price.


 


In connection with the purchase
of the LTTC Shares, the Buyer represents to the Seller, the following:


		a)	that the Buyer has all of the requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby.



		b)	that the Buyer acknowledges and understands that the Seller is not providing any assurance to the
Buyer as to the fair market value of the LTTC Shares and that the value of the LTTC Shares may be significantly less than the amount
the Buyer is paying for them; that the Buyer hereby waives any and all claims, whether at law, in equity or otherwise, that it
may now have or may hereafter acquire, whether presently known or unknown, against Seller or any of its agents, affiliates, subsidiaries,
successors or assigns relating to the value of the LTTC Shares; and that the Buyer is aware that the Seller is relying on the acknowledgement
and waiver above in connection with the sale of the LTTC Shares.



		c)	The Buyer’s Board of Directors has determined that the purchase of the LTTC Shares with funds
raised specifically for that purpose will not impair the capital of the Buyer.



		d)	After the Buyer acquires the LTTC Shares, the LTTC Shares will be canceled and become unauthorized
and unissued shares of their respective classes.



 


In connection with the sale of the LTTC Shares, the
Seller represents to the Buyer:


		a)	that the Seller is transferring the LTTC Shares free and clear of all liens and encumbrances other
than those created by the terms of the Company’s organizational documents or imposed by applicable federal and state securities
laws.



		b)	that the Seller has all of the requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby.



		c)	that the Seller acknowledges and understands that the Buyer may possess or have access to material
non-public information about itself that has not been communicated to Seller; that the Seller hereby waives any and all claims,
whether at law, in equity or otherwise, that it may now have or may hereafter acquire, whether presently known or unknown, against
Buyer or any of its agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any nonpublic information
in connection with Buyer’s purchase of the LTTC Shares, including, without limitation, any such claims arising under securities
or other laws, rules and regulations; and that the Seller is aware that the Buyer is relying on the acknowledgement and waiver
above in connection with the purchase of the LTTC Shares.



 






    	 	1	 



     

    

 





Buyer, for
itself and its subsidiaries, directors, officers, employees, attorneys and agents, (the “Releasors”), for good and
valuable consideration, the receipt of which is hereby acknowledged, does hereby forever remise, release and discharge the Seller,
along with its subsidiaries, divisions, stockholders, directors, officers, managers, employees, attorneys and agents (the “Releasees”),
from all debts, demands, actions, causes of action, suits, dues, sum and sums of money, accounts, reckonings, bonds, specialties,
covenants, contracts, controversies, agreements, promises, doings, omissions, variances, damages, extents, executions and liabilities
and any and all other claims of every kind, nature and description whatsoever (upon any legal or equitable theory, whether contractual,
common-law, statutory, federal, state, local or otherwise including, without limitation, for dilution and breach of any and all
duties) whether known or unknown, that relate to, arise from or are associated with the resale, disposition or retirement of the
LTTC Shares or any decrease in the value of the LTTC Shares.


 


IN WITNESS WHEREOF, the parties have caused this Sale Agreement to
be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.


 


SELLER:


 


BARRON PARTNERS LP


By: Barron Capital Advisors, LLC,


its General Partner


 


 


By: /s/ Andrew Barron Worden


Andrew Barron Worden


Managing Partner


730 Fifth Avenue, 16th Floor New York NY 10019


 


 


BUYER:


 


LATTICE INCORPORATED


 


By: /s/ Paul Burgess


Name:


Title:


   



 



    	 	2	 



     


    

 





SECURITIES SALE AGREEMENT


 


THIS SALE AGREEMENT,
(the “Agreement”) dated as of November 2, 2015, is made by and between Barron Partners LP, a Delaware Limited Partnership
(the “Seller”) and Lattice Incorporated, a Delaware Corporation (the “Buyer”).


 


WHEREAS,
Seller is the owner of the 520,000 shares of Series C Convertible Preferred Stock of the Buyer (the “Series C Shares”)


 


THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties agree the following:


 


Seller agrees to sell
to the Buyer and the Buyer agrees to buy from the Seller 520,000 Series C Shares (the “LTTC Shares”) for a total purchase
price of $188,577 by no later than November 30, 2015. In the event that the closing does not take place by November 30, 2015,
this agreement shall terminate. Upon closing, Buyer shall cancel the LTTC Shares kept by the Buyer on its books and records in
the name of the Seller upon Seller’s confirmation of the receipt of the Purchase Price.


 


In connection with the purchase of
the LTTC Shares, the Buyer represents to the Seller, the following:


		a)	that the Buyer has all of the requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby.



		b)	that the Buyer acknowledges and understands that the Seller is not providing any assurance to the
Buyer as to the fair market value of the LTTC Shares and that the value of the LTTC Shares may be significantly less than the amount
the Buyer is paying for them; that the Buyer hereby waives any and all claims, whether at law, in equity or otherwise, that it
may now have or may hereafter acquire, whether presently known or unknown, against Seller or any of its agents, affiliates, subsidiaries,
successors or assigns relating to the value of the LTTC Shares; and that the Buyer is aware that the Seller is relying on the acknowledgement
and waiver above in connection with the sale of the LTTC Shares.



		c)	The Buyer’s Board of Directors has determined that the purchase of the LTTC Shares with funds
raised specifically for that purpose will not impair the capital of the Buyer.



		d)	After the Buyer acquires the LTTC Shares, the LTTC Shares will be canceled and become unauthorized
and unissued shares of their respective classes.



 


In connection with the sale of the LTTC Shares, the
Seller represents to the Buyer:


		a)	that the Seller is transferring the LTTC Shares free and clear of all liens and encumbrances other
than those created by the terms of the Company’s organizational documents or imposed by applicable federal and state securities
laws.



		b)	that the Seller has all of the requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby.



		c)	that the Seller acknowledges and understands that the Buyer may possess or have access to material
non-public information about itself that has not been communicated to Seller; that the Seller hereby waives any and all claims,
whether at law, in equity or otherwise, that it may now have or may hereafter acquire, whether presently known or unknown, against
Buyer or any of its agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any nonpublic information
in connection with Buyer’s purchase of the LTTC Shares, including, without limitation, any such claims arising under securities
or other laws, rules and regulations; and that the Seller is aware that the Buyer is relying on the acknowledgement and waiver
above in connection with the purchase of the LTTC Shares.



 






    	 	3	 



     

    

 





Buyer, for
itself and its subsidiaries, directors, officers, employees, attorneys and agents, (the “Releasors”), for good and
valuable consideration, the receipt of which is hereby acknowledged, does hereby forever remise, release and discharge the Seller,
along with its subsidiaries, divisions, stockholders, directors, officers, managers, employees, attorneys and agents (the “Releasees”),
from all debts, demands, actions, causes of action, suits, dues, sum and sums of money, accounts, reckonings, bonds, specialties,
covenants, contracts, controversies, agreements, promises, doings, omissions, variances, damages, extents, executions and liabilities
and any and all other claims of every kind, nature and description whatsoever (upon any legal or equitable theory, whether contractual,
common-law, statutory, federal, state, local or otherwise including, without limitation, for dilution and breach of any and all
duties) whether known or unknown, that relate to, arise from or are associated with the resale, disposition or retirement of the
LTTC Shares or any decrease in the value of the LTTC Shares.


 


IN WITNESS WHEREOF, the parties have caused this Sale Agreement to
be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.


 


SELLER:


 


BARRON PARTNERS LP


By: Barron Capital Advisors, LLC,


its General Partner


 


 


By: /s/ Andrew Barron Worden


Andrew Barron Worden


Managing Partner


730 Fifth Avenue, 16th Floor New York NY 10019


 


 


BUYER:


 


LATTICE INCORPORATED


 


By: /s/ Paul Burgess


Name:


Title:


 






    	 	4	 



     

    

 





SECURITIES SALE AGREEMENT


 


THIS SALE AGREEMENT,
(the “Agreement”) dated as of November 2, 2015, is made by and between Barron Partners LP, a Delaware Limited Partnership
(the “Seller”) and Lattice Incorporated, a Delaware Corporation (the “Buyer”).


 


WHEREAS,
Seller is the owner of the 590,910 shares of Series D Convertible Preferred Stock of the Buyer (the “Series D Shares”)


 


THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties agree the following:


 


Seller agrees to sell
to the Buyer and the Buyer agrees to buy from the Seller 590,010 Series D Shares (the “LTTC Shares”) for a total purchase
price of $425,455 by no later than November 30, 2015. In the event that the closing does not take place by November 30, 2015,
this agreement shall terminate. Upon closing, Buyer shall cancel the LTTC Shares kept by the Buyer on its books and records in
the name of the Seller upon Seller’s confirmation of the receipt of the Purchase Price.


 


In connection with the purchase of
the LTTC Shares, the Buyer represents to the Seller, the following:


		a)	that the Buyer has all of the requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby.



		b)	that the Buyer acknowledges and understands that the Seller is not providing any assurance to the
Buyer as to the fair market value of the LTTC Shares and that the value of the LTTC Shares may be significantly less than the amount
the Buyer is paying for them; that the Buyer hereby waives any and all claims, whether at law, in equity or otherwise, that it
may now have or may hereafter acquire, whether presently known or unknown, against Seller or any of its agents, affiliates, subsidiaries,
successors or assigns relating to the value of the LTTC Shares; and that the Buyer is aware that the Seller is relying on the acknowledgement
and waiver above in connection with the sale of the LTTC Shares.



		c)	The Buyer’s Board of Directors has determined that the purchase of the LTTC Shares with funds
raised specifically for that purpose will not impair the capital of the Buyer.



		d)	After the Buyer acquires the LTTC Shares, the LTTC Shares will be canceled and become unauthorized
and unissued shares of their respective classes.



 


In connection with the sale of the LTTC Shares, the
Seller represents to the Buyer:


		a)	that the Seller is transferring the LTTC Shares free and clear of all liens and encumbrances other
than those created by the terms of the Company’s organizational documents or imposed by applicable federal and state securities
laws.



		b)	that the Seller has all of the requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby.



		c)	that the Seller acknowledges and understands that the Buyer may possess or have access to material
non-public information about itself that has not been communicated to Seller; that the Seller hereby waives any and all claims,
whether at law, in equity or otherwise, that it may now have or may hereafter acquire, whether presently known or unknown, against
Buyer or any of its agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any nonpublic information
in connection with Buyer’s purchase of the LTTC Shares, including, without limitation, any such claims arising under securities
or other laws, rules and regulations; and that the Seller is aware that the Buyer is relying on the acknowledgement and waiver
above in connection with the purchase of the LTTC Shares.



 






    	 	5	 



     

    

 





Buyer, for
itself and its subsidiaries, directors, officers, employees, attorneys and agents, (the “Releasors”), for good and
valuable consideration, the receipt of which is hereby acknowledged, does hereby forever remise, release and discharge the Seller,
along with its subsidiaries, divisions, stockholders, directors, officers, managers, employees, attorneys and agents (the “Releasees”),
from all debts, demands, actions, causes of action, suits, dues, sum and sums of money, accounts, reckonings, bonds, specialties,
covenants, contracts, controversies, agreements, promises, doings, omissions, variances, damages, extents, executions and liabilities
and any and all other claims of every kind, nature and description whatsoever (upon any legal or equitable theory, whether contractual,
common-law, statutory, federal, state, local or otherwise including, without limitation, for dilution and breach of any and all
duties) whether known or unknown, that relate to, arise from or are associated with the resale, disposition or retirement of the
LTTC Shares or any decrease in the value of the LTTC Shares.


 


IN WITNESS WHEREOF, the parties have caused this Sale Agreement to
be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.


 


 


SELLER:


 


BARRON PARTNERS LP


By: Barron Capital Advisors, LLC,


its General Partner


 


By: /s/ Andrew Barron Worden


Andrew Barron Worden


Managing Partner


730 Fifth Avenue, 16th Floor New York NY 10019


 


 


BUYER:


 


LATTICE INCORPORATED


 


By: /s/ Paul Burgess


Name:


Title:


 


 






    	 	6