Exhibit 10.13


 


SECURITIES PURCHASE
AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (this “Agreement”), dated as of February 11, 2016, is entered into by and between InCapta, Inc., a Nevada
corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, subject to the
terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities
Act” or “1933 Act”), and Rule 506 promulgated thereunder by the United States Securities and Exchange Commission
(the “SEC”), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the
Company a 10% Convertible Note of the Company, in the form attached hereto as Exhibit A, in the principal amount of $60,000.00
(together with any note(s) issued in replacement thereof or as interest thereon or otherwise with respect thereto in accordance
with the terms thereof, the “Note”), convertible into shares (“Conversion Shares”) of common stock, $0.001
par value per share (the “Common Stock”), of the Company, upon the terms and subject to the limitations and conditions
set forth in such Note.


 


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 agree as follows:


 


1.           Purchase and Sale of Note.


 


(a)          Purchase
of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Purchaser, and the Purchaser agrees
to purchase from the Company, the Note for an aggregate purchase price of $54,000.00 (“Purchase Price”).




 






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(b)          Form of Payment.
On the Closing Date (i) the Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company,
in accordance with the Company’s written wiring instructions, simultaneously with delivery of the Note, and (ii) the Company
shall deliver such Note duly executed on behalf of the Company to the Purchaser, simultaneously with delivery of such Purchase
Price.


 


(c)          Closing Date.
Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the closing
of the transactions contemplated by this Agreement (the “Closing”) shall occur on the first business day following
the date hereof or such other mutually agreed upon time (the “Closing Date”) at the offices of Purchaser’s counsel.


 


2.           Purchaser’s Representations and Warranties. The
Purchaser represents and warrants to the Company that:


 


(a)          Investment Purpose.
Purchaser is acquiring the Securities for its own account and not with a view towards, or for resale in connection with, the public
sale or distribution thereof in violation of applicable securities laws; provided, however, by making the representations herein,
Purchaser does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific
term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement
or an exemption under the 1933 Act. The Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
The Purchaser does not presently have any agreement or understanding, directly or indirectly, with any person to distribute any
of the Securities in violation of applicable securities laws.


 


(b)          Accredited Investor
Status. The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited
Investor”).


 


(c)          Reliance on Exemptions.
The Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration
requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of,
and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the
Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire
the Securities.


 


(d)          Information.
The Purchaser and its advisors, if any, have been, and for so long as the Securities remain outstanding will continue to be, furnished
with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale
of the Securities which have been reasonably requested by the Purchaser or its advisors, provided that the Purchaser has not been
furnished with, and the Company shall not in the future deliver to the Purchaser without its consent, any material non-public information
concerning the Company. The Purchaser and its advisors, if any, have been, and for so long as the Securities remain outstanding
will continue to be, afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence
investigation conducted by Purchaser or any of its advisors or representatives shall modify, amend or affect Purchaser’s
right to rely on the Company’s representations and warranties contained in Section 3 below. The Purchaser understands that
its investment in the Securities involves a significant degree of risk.


 






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(e)          Governmental
Review. The Purchaser understands that no United States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Securities.


 


(f)           Transfer or Resale.
The Purchaser understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933
Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant
to an effective registration statement under the 1933 Act, (b) the Purchaser shall have delivered to the Company an opinion of
counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that
the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion
shall be reasonably acceptable to the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined
in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of the Purchaser who agrees to sell or
otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities
are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule)
(“Regulation S”) and the Purchaser shall have delivered to the Company an opinion of counsel reasonably acceptable
to the Company relating to such Regulation S; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in
accordance with the terms of such Rule and further, if such Rule is not applicable, any re-sale of such Securities under circumstances
in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in
the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder;
and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any
state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the
foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona
fide margin account or other lending arrangement.


 


(g)          Legends.
The Purchaser understands that the Securities have been issued (or will be issued in the case of the Conversion Shares) pursuant
to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth
below, the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend
in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):


 






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“NEITHER THE ISSUANCE
AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE]
HAVE BEEN] [THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE
OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF
COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED
BY THE SECURITIES.”


 


The legend set forth above shall be removed
and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless
otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration
statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to
the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with
an opinion of counsel at the Company’s expense, in the form, substance and scope customary for opinions of counsel in comparable
transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act,
which opinion shall be reasonably accepted by the Company so that the sale or transfer is effected. The Purchaser agrees to sell
all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable
prospectus delivery requirements, if any.


 


(h)          Authorization;
Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf
of the Purchaser, and this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance with
its terms.


 


3.           Representations and Warranties of the Company. The
Company represents and warrants to the Purchaser, as of the date hereof and the Closing Date, that:


 


(a)          Organization
and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate
and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted. Schedule 3(a) sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is
incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good
standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such
qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
“Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition
or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the
agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other
organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership
interest.


 






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(b)          Authorization;
Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement and the
Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms
hereof and thereof, (ii) the execution and delivery of this Agreement and the Note by the Company and the consummation by it of
the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation
for issuance of the Conversion Shares issuable upon conversion and exercise thereof) have been duly authorized by the Company’s
Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required,
(iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized
representative is the true and official representative with authority to sign this Agreement and the other documents executed in
connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the
Company of the Note and each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms.


 


(c)          Capitalization.
As of the date hereof, the authorized capital stock of the Company, and number of shares issued and outstanding, is as set forth
in the Company’s most recent periodic report filed with the SEC. Except as disclosed on Schedule 3(c) hereof, no shares are
reserved for issuance pursuant to the Company’s stock option plans. Except as disclosed in the SEC Documents no shares are
reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for shares of Common Stock. All
of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.
No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the
Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of
this Agreement, and except as disclosed in the SEC Documents, (i) there are no outstanding options, warrants, scrip, rights to
subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character
whatsoever relating to, or securities, notes or rights convertible into or exchangeable for any shares of capital stock of the
Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue
additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under
which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933
Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in
any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company
has furnished to the Purchaser true and correct copies of the Company’s Certificate of Incorporation as in effect on the
date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”),
and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the
holders thereof in respect thereto.


 






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(d)          Issuance of Shares.
The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note, as the case may be, in accordance
with their respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and
encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders
of the Company and will not impose personal liability upon the holder thereof.


 


(e)          Acknowledgment
of Dilution. The Company’s executive officers and directors understand the nature of the Securities being sold hereby
and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders
of the Company’s equity or rights to receive equity of the Company. The board of directors of the Company has concluded,
in its good faith business judgment that the issuance of the Securities is in the best interests of the Company. The Company specifically
acknowledges that its obligation to issue the Conversion Shares upon conversion of the Notes is binding upon the Company and enforceable
regardless of the dilution such issuance may have on the ownership interests of other stockholders of the Company or parties entitled
to receive equity of the Company.


 


(f)           No Conflicts.
The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares)
will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate
or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of
time or both could become a default) under, or give to others any, patent license or instrument to which the Company or any of
its Subsidiaries is a party and that is not filed as an SEC Document or other document filed with the SEC, or (iii) result in a
violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations
and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company
or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except
for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually
or in the aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its Certificate
of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and
no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under,
and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company
or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or
affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses
of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Purchaser owns
any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated
by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain
any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency,
self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations
under this Agreement and the Note in accordance with the terms hereof or thereof or to issue and sell the Securities in accordance
with the terms hereof and thereof and to issue the Conversion Shares. All consents, authorizations, orders, filings and registrations
which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date
hereof. The Company is not in violation of the listing requirements of the Over-the-Counter Bulletin Board (the “OTCBB”),
or OTCQB, or OTC Pink and does not reasonably anticipate that the OTCBB, or OTCQB, or OTC Pink will delist the Common Stock in
the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any
of the foregoing.


 






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(g)          SEC Documents;
Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed
by it with the SEC (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”). Upon written request the Company will deliver to the Purchaser true and
complete copies of the SEC Documents, except for such exhibits and incorporated documents.


 


As of their respective
dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended
(“1934 Act” or “Exchange Act”), 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 course of business, 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.


 






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(h)          Absence of Certain
Changes. Since November 4, 2015, there has been no material adverse change and no material adverse development in the assets,
liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status
of the Company or any of its Subsidiaries.


 


(i)           Absence of Litigation.
There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency,
self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against
or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have
a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of
the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would
have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise
to any of the foregoing.


 


(j)           Patents, Copyrights,
etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent
applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names,
trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated
(and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding
pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect
to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to
be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current
and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person and/or
entity; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and
each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual
Property.


 


(k)          No Materially
Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal
restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is
expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract
or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.


 


(l)           Tax Status.
The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports
and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of
its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes)
and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due
on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions
reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the
officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute
of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s
tax returns is presently being audited by any taxing authority.


 






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(m)         Certain Transactions.
Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary
course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and
other than the grant of any stock options disclosed on Schedule 3(c), none of the officers, directors, or employees of the Company
is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers
and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any
such employee has a substantial interest or is an officer, director, trustee or partner.


 


(n)          Disclosure.
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the
Purchaser pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct
in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made
herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred
or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or
financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company
but which has not been so publicly announced or disclosed.


 


(o)          Acknowledgment
Regarding Purchaser’ Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting solely
in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. 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 this Agreement and the transactions contemplated hereby and any statement made by the Purchaser or any of its respective
representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation
and is merely incidental to the Purchaser’s purchase of the Securities.


 






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(p)          No Integrated
Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly
made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration
under the 1933 Act of the issuance of the Securities to the Purchaser. The issuance of the Securities to the Purchaser will not
be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder
approval provisions applicable to the Company or its securities.


 


(q)          Brokers.
The Company hereby represents and warrants that it has not hired, retained or dealt with any broker, finder, consultant, person,
firm or corporation in connection with the negotiation, execution or delivery of this Agreement or the transactions contemplated
hereunder. The Company covenants and agrees that should any claim be made against Purchaser for any commission or other compensation
by any broker, finder, person, firm or corporation, including without limitation, the Broker, based upon the Company’s engagement
of such person in connection with this transaction, the Company shall indemnify, defend and hold Purchaser harmless from and against
any and all damages, expenses (including attorneys’ fees and disbursements) and liability arising from such claim. The Company
shall pay the commission of the Broker, to the attention of the Broker, pursuant to their separate agreement(s) between the Company
and the Broker.


 


(r)           Permits; Compliance.
The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements,
variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry
on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending
or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the
Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for
any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect. Since November 4, 2015, neither the Company nor any of its Subsidiaries has received any notification
with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts,
defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.


 


(s)          Environmental Matters.


 


(i)           There are, to the
Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or
present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities,
circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability
or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state,
local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing,
nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental
Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment
(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without
limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic
or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials,
as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters,
orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 






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(ii)          Other than those
that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or about
any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were released
on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the
property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s
or any of its Subsidiaries’ business.


 


(iii)         There are no underground
storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are not in compliance
with applicable law.


 


(t)           Title to Property.
The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title
to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free
and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material
Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid,
subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.


 


(u)          Insurance.
The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such coverage amounts as are prudent and customary in the businesses in which the Company is engaged, including, but not limited
to, directors and officers insurance coverage with coverage amounts that are at least equal to the aggregate Purchase Price. 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.


 


(v)          Internal Accounting
Controls. Except as disclosed in the SEC Documents, the Company and each of its Subsidiaries maintain a system of internal
accounting controls sufficient, in the judgment of the Company’s board of directors, 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 generally accepted accounting principles 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.


 






    	 	11	 



     


    

 


(w)         Foreign Corrupt
Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting
on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct
or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


(x)          Solvency.
Except as disclosed in the SEC Documents, the Company (after giving effect to the transactions contemplated by this Agreement)
is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on
its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably
conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to,
nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection
therewith as such debts mature.


 


(y)          No Investment
Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be,
an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”).
The Company is not controlled by an Investment Company.


 


(z)          No “Shell”.
The Company is not currently a shell as defined in Rule 144. To the Company’s knowledge in the past the Company has not at
any time previously been a Shell Company, as defined in Rule 144.


 


4.           Covenants.


 


(a)          Best Efforts.
The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.


 


(b)          Form D; Blue
Sky Laws. 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 to the Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action
as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Purchaser at the applicable closing
pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to
obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchaser on or prior
to the Closing Date.


 






    	 	12	 



     


    

 


(c)          Use of Proceeds.
The Company shall use the proceeds from the sale of the Securities for general corporate purposes, marketing and sales, product
development, key personnel recruiting and business development purposes.


 


(d)          Financial Information.
Upon written request of the Purchaser, the Company agrees to send or make available the following reports to the Purchaser until
the Purchaser transfers, assigns, or sells all of the Securities: (i) within ten (10) days after the filing (or the applicable
deadline to so file) with the SEC or OTC Markets Group, a copy of its Annual Report and its Quarterly Reports and any Supplemental
Reports; (ii) within one (1) day after release, copies of all press releases issued by the Company or any of its Subsidiaries;
and (iii) contemporaneously with the making available or giving to the shareholders of the Company, copies of any notices or other
information the Company makes available or gives to such shareholders. Notwithstanding the foregoing, the Company shall not disclose
any material nonpublic information to the Purchaser without its consent unless such information is disclosed to the public prior
to or promptly following such disclosure to the Purchaser.


 


(e)          Listing.
The Company will obtain and, so long as the Purchaser owns any of the Securities, maintain the listing and trading of its Common
Stock on the OTCBB, and OTCQB, or OTC Pink or any equivalent replacement exchange, the NASDAQ Stock Market (“NASDAQ”),
the New York Stock Exchange (“NYSE”), or the NYSE MKT, f/k/a American Stock Exchange (“AMEX”), and will
comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial
Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the
Purchaser copies of any notices it receives from the SEC, OTC Markets Group and any other exchanges or quotation systems on which
the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation
systems, provided that it shall not provide any notices constituting material nonpublic information.


 


(f)           Corporate Existence.
So long as the Purchaser beneficially owns any Securities, the Company shall maintain its corporate existence and shall not sell
all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially
all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s
obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded
corporation whose Common Stock is listed for trading on NASDAQ, NYSE or AMEX.


 


(g)          No Integration.
The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require
registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be
integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable
to the Company or its securities.


 






    	 	13	 



     


    

 


(h)          Securities Laws
Disclosure; Publicity. The Company shall comply with applicable securities laws by filing a Current Report on Form 8-K, within
four (4) Trading Days following the date hereof, disclosing all the material terms of the transactions contemplated hereby, if
the Company deems the transactions contemplated hereby to constitute material non- public information. The Company and Purchaser
shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither
the Company nor Purchaser shall issue any such press release or otherwise make any such public statement without the prior consent
of the Company, with respect to any press release of any Purchaser, or without the prior consent of Purchaser, with respect to
any press release of the Company, 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.


 


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


 


(j)           Subsidiaries.
So long as the Note remains outstanding, the Company shall not transfer any assets or rights to any of its subsidiaries or permit
any of its subsidiaries to engage in any significant business or operations, whether such subsidiaries are currently existing or
hereafter created.


 


(k)          Insurance.
So long as the Note remains outstanding, the Company and its Subsidiaries shall maintain in full force and effect insurance reasonably
believed by the Company to be adequate coverage (a) on all assets and activities, covering property loss or damage and loss of
income by fire or other hazards or casualty, and (b) against all liabilities, claims and risks for which it is customary for companies
similarly situated to the Company to insure, including without limitation applicable product liability insurance, required workmen’s
compensation insurance, and other insurance covering injury or damage to persons or property, but excluding directors and officers
insurance coverage. The Company shall promptly furnish or cause to be furnished evidence of such insurance to the Purchaser, in
form and substance reasonably satisfactory to the Purchaser.


 


(l)           Par Value.
If the closing bid price at any time the Note is outstanding falls below $0.005, the Company shall cause the par value of its Common
Stock to be reduced to $0.0001 or less.


 






    	 	14	 



     


    

 


5.           Transfer Agent Instructions. Upon
receipt of a duly executed Notice of Conversion, the Company shall issue irrevocable instructions to its transfer agent to issue
certificates, registered in the name of the Purchaser or its nominee, for the Conversion Shares in such amounts as specified from
time to time by the Purchaser to the Company upon conversion of the Note, or any part thereof, in accordance with the terms thereof
(the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent,
the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions
in a form as initially delivered pursuant to this Agreement and the Securities (including but not limited to the provision to irrevocably
reserve shares of Common Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent to Company
and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may
be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately
sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants
that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer
instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion
Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as
to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer
agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent
provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder
its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to
be issued to the Purchaser upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement;
and (iii) it will not fail to remove (or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent
from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for
any Conversion Shares issued to the Purchaser upon conversion of or otherwise pursuant to the Note as and when required by the
Note and this Agreement. Nothing in this Section shall affect in any way the Purchaser’s obligations and agreement set forth
in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities.
If the Purchaser provides the Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable
transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act
and such sale or transfer is effected or (ii) the Purchaser provides reasonable assurances that the Securities can be sold pursuant
to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent
to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Purchaser.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Purchaser, by vitiating
the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for
a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Section, that the Purchaser shall be entitled, in addition to all other available remedies,
to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without
any bond or other security being required.


 


6.           Injunction Posting of Bond. In
the event the Purchaser shall elect to convert the Note or any parts thereof, the Company may not refuse conversion or exercise
based on any claim that Purchaser or anyone associated or affiliated with Purchaser has been engaged in any violation of law, or
for any other reason. In connection with any injunction sought or attempted by the Company, the Company shall be required to post
a bond at least equal to the greater of either: (i) the outstanding principal amount of the Note; and (ii) the market value of
the Conversion Shares sought to be converted, exercised or issued, based on the sale price per share of Common Stock on the principal
market on which it is traded.


 






    	 	15	 



     


    

 


7.           Delivery of Unlegended Shares.


 


(a)          Within three (3)
business days (such third business day being the “Unlegended Shares Delivery Date”) after the business day on which
the Company has received (i) a notice that Conversion Shares, or any other Common Stock held by the Purchaser has been sold pursuant
to a registration statement or Rule 144 under the 1933 Act, a representation that the prospectus delivery requirements, or the
requirements of Rule 144, as applicable and if required, have been satisfied, (iii) the original share certificates representing
the shares of Common Stock that have been sold, and (iv) in the case of sales under Rule 144, customary representation letters
of the Purchaser and, if required, Purchaser’s broker regarding compliance with the requirements of Rule 144, the Company
at its expense, shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies
to Purchaser) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without
any legends including the legend set forth in Section 4(h) above (the “Unlegended Shares”); and (z) cause the transmission
of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted
Common Stock certificate, if any, to the Purchaser at the address specified in the notice of sale, via express courier, by electronic
transfer or otherwise on or before the Unlegended Shares Delivery Date.


 


(b)          The Company understands
that a delay in the delivery of the Unlegended Shares later than the Unlegended Shares Delivery Date could result in economic loss
to the Purchaser. As compensation to Purchaser for such loss, the Company agrees to pay late payment fees (as liquidated damages
and not as a penalty) to the Purchaser for late delivery of Unlegended Shares in the amount of $1,000.00 per business day after
the Unlegended Shares Delivery Date. If during any three hundred and sixty (360) day period, the Company fails to deliver Unlegended
Shares as required by this Section for an aggregate of thirty (30) days, then Purchaser or assignee holding Securities subject
to such default may, at its option, require the Company to redeem all or any portion of the shares subject to such default at a
price per share equal to the greater of (i) 200% of the most recent closing price of the Common Stock or (ii) a fraction in which
the numerator is the highest closing price of the Common Stock during the aforedescribed thirty (30) day period and the denominator
of which is the lowest conversion price during such thirty (30) day period, multiplied by the conversion price or exercise price,
as the case may be (“Unlegended Redemption Amount”). The Company shall pay any payments incurred under this Section
in immediately available funds upon demand.


 


8.           Conditions to the Company’s
Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Purchaser at the Closing is subject
to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions
are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:


 






    	 	16	 



     


    

 


(a)          The Purchaser shall have executed this
Agreement and delivered the same to the Company.


 


(b)          The Purchaser shall have delivered the
Purchase Price to the Company.


 


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


 


(d)          No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or
in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the
matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


9.           Conditions to The Purchaser’s
Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction,
at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s
sole benefit and may be waived by the Purchaser at any time in its sole discretion:


 


(a)          The Company shall
have executed this Agreement and delivered the same to the Purchaser.


 


(b)          The Company shall
have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with
Section 1 above.


 


(c)          The Irrevocable
Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged
in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser simultaneously
with Closing).


 


(d)          The representations
and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing
Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall
have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have
received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to
the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to
certificates with respect to the Company’s Certificate of Incorporation, By-laws, incumbency, and Board of Directors’
resolutions relating to the transactions contemplated hereby.


 






    	 	17	 



     


    

 


(e)          No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or
in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the
matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


(f)           No event shall have
occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change
in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.


 


(g)          The Conversion Shares
shall have been authorized for quotation on the OTCBB, and OTCQB, and OTC Pink and trading of the Common Stock on the OTCBB, OTCQB,
and OTC Pink shall not have been suspended by the SEC or the OTC Markets Group.


 


10.          Governing Law; Miscellaneous.


 


(a)          Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles
of conflicts of laws thereof or any other State. Any action brought by any party against any other party hereto concerning the
transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located
in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue
of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum
non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith
on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury.
The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event
that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under
any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith
and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby
irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection
with this Agreement or any other transaction document contemplated hereby by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 






    	 	18	 



     


    

 


(b)          Removal of Restrictive
Legends. In the event that Purchaser has any shares of the Company’s Common Stock bearing any restrictive legends, and
Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive
legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities
Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based
solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other
documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges
that the Purchaser is hereby irrevocably and expressly authorized to have counsel to the Purchaser render any and all opinions
and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company
hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company,
issue any such shares without restrictive legends as instructed by the Purchaser, and surrender to a common carrier for overnight
delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser or its designees,
representing the shares of Common Stock to which the Purchaser is entitled, without any restrictive legends and otherwise freely
transferable on the books and records of the Company.


 


(c)          Filing Requirements.
From the date of this Agreement until the Notes are no longer outstanding, the Company will timely and voluntarily comply with
all reporting requirements that are applicable to an issuer with a class of shares registered pursuant to Section 12(g) of the
1934 Act, whether or not the Company is then subject to such reporting requirements, and comply with all requirements related to
any registration statement filed pursuant to this Agreement. The Company will use reasonable efforts not to take any action or
file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder) to terminate or suspend such
registration or to terminate or suspend its reporting and filing obligations under said acts until the Notes are no longer outstanding.
The Company will maintain the quotation or listing of its Common Stock on the OTCBB, OTCQB, and OTC Pink, NYSE, or NASDAQ Stock
Market (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock (the “Principal
Market”), and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws
or rules of the Principal Market, as applicable. The Company will provide Purchaser with copies of all notices it receives notifying
the Company of the threatened and actual delisting of the Common Stock from any Principal Market. As of the date of this Agreement
and the Closing Date, the OTC Pink, is the Principal Market. Until the Note is no longer outstanding, the Company will continue
the listing or quotation of the Common Stock on a Principal Market and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Principal Market.


 


(d)          144 Default.
In the event commencing twelve (12) months after the Closing Date and ending twenty-four (24) months thereafter, the Purchaser
is not permitted to resell any of the Conversion Shares without any restrictive legend or if such sales are permitted but subject
to volume limitations or further restrictions on resale as a result of the unavailability to Subscriber of Rule 144(b)(1)(i) under
the 1933 Act or any successor rule (a “144 Default”), for any reason except for Purchasers’ status as an Affiliate
or “control person” of the Company, or as a result of a change in current applicable securities laws, then the Company
shall pay such Purchaser as liquidated damages and not as a penalty an amount equal to two percent (2%) of the value of Conversion
Shares (based on the closing sale of the Common Stock) subject to such 144 Default during the pendency of the 144 Default of each
thirty day period thereafter (or portion thereof).


 






    	 	19	 



     


    

 


(e)          Fees and Expenses.
On or prior to the Closing, the Company shall pay or reimburse to Purchaser a non-refundable, non-accountable sum equal to $3,500.00
as and for the fees, costs and expenses (including without limitation legal fees and disbursements and due diligence and administrative
expenses) incurred by the Purchaser in connection with the Purchaser’s due diligence and negotiation, preparation and execution
of the Transaction Documents and consummation of the Transactions. The Purchaser may withhold and offset the balance of such amount
from the payment of its Purchase Price otherwise payable hereunder at Closing, which offset shall constitute partial payment of
such Purchase Price in an amount equal to such offset. Except as expressly set forth in this Agreement or the Note 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, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities
to the Purchaser.


 


(f)           Usury. To
the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and
will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any
time hereafter in force, in connection with any claim, action or proceeding that may be brought by the Purchaser in order to enforce
any right or remedy under the Note. Notwithstanding any provision to the contrary contained in herein or under the Note, it is
expressly agreed and provided that the total liability of the Company under the Note for payments in the nature of interest shall
not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the
foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in
the nature of interest that the Company may be obligated to pay under the Note or herein exceed such Maximum Rate. It is agreed
that if the maximum contract rate of interest allowed by law and applicable to the Note is increased or decreased by statute or
any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be
the Maximum Rate applicable to the Note from the effective date forward, unless such application is precluded by applicable law.
If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Purchaser with respect
to indebtedness evidenced by the Note, such excess shall be applied by the Purchaser to the unpaid principal balance of any such
indebtedness or be refunded to the Company, the manner of handling such excess to be at the Purchaser’s election.


 


(g)          Headings.
The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of,
this Agreement.


 






    	 	20	 



     


    

 


(h)          Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


(i)           Entire Agreement;
Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect
to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the
Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the Purchaser.


 


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


 


Purchaser: EMA Financial, LLC


40 Wall Street, Suite 1700


New York, NY 10005


Attn: Felicia Preston


 


Company: InCapta, Inc.


1950 Fifth Avenue, Suite 100


San Diego, CA 92101


Attn: John Flemming, CEO:


 


Each party shall provide notice to the other
party of any change in address.


 


(k)          Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither
the Company nor the Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior written consent
of the other. Notwithstanding the foregoing, subject to Section 2(f), the Purchaser may assign its rights hereunder to any person
that purchases Securities in a private transaction from the Purchaser or to any of its “affiliates,” as that term is
defined under the 1934 Act, without the consent of the Company.


 






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(l)           Third Party Beneficiaries.
This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


(m)         Survival.
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the
closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Purchaser. The Company agrees
to indemnify and hold harmless the Purchaser and all their officers, directors, employees and agents for loss or damage arising
as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants
set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as
they are incurred.


 


(n)          Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(o)          No Strict Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party.


 


(p)          Remedies.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Purchaser by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for
a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Agreement, that the Purchaser shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing
economic loss and without any bond or other security being required.


 


(q)          Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which together shall be deemed to be one and the same agreement.


 


(r)           Signatures.
Any signature transmitted by facsimile, e-mail, or other electronic means shall be deemed to be an original signature.


 






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IN WITNESS WHEREOF, the
undersigned Purchaser and the Company have caused this Agreement to be duly executed as of the date first above written.


 


	INCAPTA, INC.:	 
	 	 	 
	By:	John Fleming	 
	John Fleming, Chief Executive Officer	 
	 	 
	EMA FINANCIAL, LLC :	 
	 	 	 
	By:	Felicia Preston	 
	Felicia Preston, Director	 


 






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