Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as December 16, 2022, among White River Energy Corp, a
Nevada corporation whose principal place of business is located at 609 West Dickson St. Suite 102G, Fayetteville, AR 72701 (the “Company”)
and the Purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to


 


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


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and each Purchaser, severally and not jointly, agrees as set forth below.


 


ARTICLE
I


 


1.1
The following terms have the meanings indicated in this Section 1.1:




 


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


 


“Affidavits
of Confession of Judgment” means the Affidavits of Confession of Judgment dated the date hereof, executed by the Company and
the Guarantors.


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 144 under the Securities Act.


 


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


 


“Change
of Control” means the occurrence of any of (i) an acquisition after the date hereof by an individual or legal entity or “group”
(as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) other than a group including Jay Puchir or Randy May of effective
control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50%
of the voting securities of the Company, or (ii) the Company merges into or consolidates with any other Person, or any Person merges
into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior
to such transaction own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction, or (iii)
the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately
prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction,
(iv) a replacement at one time or within a three year period of more than one-half of the members of the Company’s board of directors
which is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals
who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority
of the members of the board of directors who are members on the date hereof), or (v) both Jay Puchir and Randy May shall no longer be
employed by the Company, or (vi) the execution by the Company of an agreement to which the Company is a party or by which it is bound,
providing for any of the events set forth above in (i) through (vi) above.


 




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“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.


 


“Closing
Date” means the Business Day when all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchaser’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities have been satisfied or waived.


 


“Collateral”
shall have the meaning ascribed to such term in the Security Agreement”


 


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


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share.


 


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


 


“Company
Counsel” means Nason, Yeager, Gerson, Harris & Fumero, P.A.


 


“Corporate
Guarantee” means the Guarantee, dated the date hereof, of the Corporate Guarantors.


 


“Corporate
Guarantors” means each of White River Holdings Corp, a Delaware corporation, White River E&P Management 1 LLC, a Texas
limited liability company, White River Energy LLC, a Texas limited liability company, White River E&P LLC, a Texas limited liability
company, White River SPV 2 LLC, a Texas limited liability company, White River SPV 3 LLC, a Texas limited liability company, and White
River Operating LLC, a Texas limited liability company.


.


“Disclosure
Schedules” shall have the meaning ascribed to such term in Section 3.1 hereof.


 


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


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h) hereof.


 


“Guarantees”
means the Corporate Guarantee and the Individual Guarantee.


 


“Guarantors”
means the Corporate Guarantors and the Individual Guarantors.


 


“Individual
Guarantee” means the Guarantee, dated the date hereof of the Individual Guarantors.


 




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“Individual
Guarantors” means each of Randy May and Jay Puchir.


 


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


 


“Lock-up
Agreements” means the lock-up agreements executed by management and certain significant shareholders of the Company.


 


“Majority
Purchaser” shall mean holders of 50% of the then outstanding principal amount of the Notes, so long as such 50% includes ___________ as lead investor.


 


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


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(m).


 


“Mortgage”
means the mortgage, dated the date hereof, by the Company of certain property in favor of the Purchaser and the documents executed by
the parties on such date in connection therewith, including the Collateral Pledge and Security Agreement, the Collateral Mortgage Note,
the title opinion and the certificate of authority.


 


“Notes”
means the 12% Senior Secured Convertible Notes due September 16, 2023 in aggregate principal amount of $1,666,666.67, convertible into
shares of Common Stock of the Company, and issued by the Company to the Purchaser hereunder.


 


“OFAC”
shall mean the United States Department of the Treasury’s Office of Foreign Assets Control.


 


“OFAC
Regulations” shall mean the regulations promulgated by OFAC, as amended from time to time.


 


“Permitted
Indebtedness” shall mean the Indebtedness set forth on Schedule 1.1(a).


 


“Permitted
Liens” shall mean the Liens set forth on Schedule 1.1(b).


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Pledge
Agreement” means the Pledge Agreement, dated the date hereof, between Randy May, Jay Puchir, Atikin Investments LLC, and the
Purchaser.


 


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


 


“Qualified
Offering” means an offering of equity or debt securities for gross proceeds to the Company of not less than $5.0 million.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated the date hereof, between the Company and the Purchaser.


 




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


 


“SEC”
or “Commission” means the Securities and Exchange Commission.


 


“Securities”
means the Notes, and the shares of common stock underlying the Notes received by the Purchaser hereunder.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Security
Agreement” means the Security Agreement, dated the date hereof, between the Company, the Guarantors and the Purchaser.


 


“Security
Documents” means the Security Agreement and any other documents and filings required thereunder (all UCC-1 and IP filing receipts)
in order to grant the Purchaser a perfected security interest on all of the current and future assets of the Company and its Subsidiaries.


 


“Subscription
Amount” means, as to the Purchaser, the aggregate amount to be paid for Note purchased hereunder as specified below such Purchaser’
name on the signature page of this Agreement and next to the heading “Subscription Amount”, in United States Dollars and
in immediately available funds.


 


“Subsidiary”
means any direct or indirect subsidiary or limited liability corporation of the Company as set forth on Schedule 3.1(a).


 


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


 


“Trading
Market” mans and of the OTCQB, New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Select
Market, or the Nasdaq Global Market, or any successors of any of these exchanges on which the Securities is listed.


 


“Transaction
Documents” means this Agreement, the Notes, the Security Agreement, the Mortgage, the Pledge Agreement, the Guarantees, the
Affidavits of Confession of Judgment, the Lock-up Agreements the Registration Rights Agreement, the Transfer Agent Instructions, and
any other documents or agreements executed in connection with the transactions contemplated hereunder.


 


“Transfer
Agent Instructions” means the irrevocable instructions, dated the date hereof, from the Company to its Transfer Agent.


 


PURCHASE
AND SALE


 


2.1
Closing. Subject to the terms and conditions set forth herein, the Purchaser agrees to purchase from the Company and the Company
agrees to sell to the Purchaser the aggregate principal amount of Notes, set forth opposite the name of the Purchaser on the signature
page hereto, for the purchase price set forth on such page, which shall be payable to the Company at the Closing by wire transfer of
immediately available funds. The Note shall be issued with an original issue discount of 10%, or a face amount of $1,666,666.67.


 




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At
the Closing, the Purchaser shall deliver to the Company via wire transfer immediately available funds equal to its Subscription Amount
and the Company shall deliver to the Purchaser its Note and the other items set forth in Section 2.2 issuable at the Closing. Upon satisfaction
of the conditions set forth in Section 2.2, the Closing shall occur at the offices of the Company, or such other location as the parties
shall mutually agree.


 


2.2
Deliveries.




 


		a)	On
                                            the Closing Date, the Company shall deliver to the Purchaser the following and shall have
                                            satisfied the following conditions, as the case may be:



 


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



 


		(ii)	a
                                            duly executed Note with a principal amount equal to the amount such set forth on the signature
                                            page hereto, registered in the name of such Purchaser, substantially in the form of Exhibit
                                            A hereto;



 


		(iii)	the
                                            Security Agreement, duly executed by the Company and the Guarantors, substantially in the
                                            form of Exhibit B hereto;



 


		(iv)	the
                                            Corporate Guarantee, duly executed by the Corporate Guarantors, substantially in the form
                                            of Exhibit C hereto and the Individual Guarantee, duly executed by the Individual Guarantors,
                                            substantially in the form of Exhibit D hereto;



 


		(v)	the
                                            Affidavits of Confession of Judgment, substantially in the forms of Exhibits E, F and G hereto,
                                            duly executed by the Company, the Corporate Guarantors and the Individual Guarantors;



 


		(vi)	a
                                            legal opinion of Company Counsel satisfactory in form and substance to the Purchaser, substantially
                                            in the form of Exhibit H hereto;



 


		(vii)	the
                                            Registration Rights Agreement, substantially in the form of Exhibit I hereto;



 


		(viii)	the
                                            Lock-up Agreements, executed by management and certain significant shareholders of the Company
                                            substantially in the form of Exhibit J hereto;



 


		(ix)	Certificates
                                            of the Chief Executive Officer and Secretary of the Company, in the form of Exhibit K, certifying
                                            as to (a) copies of the Certificate of Incorporation and bylaws of the Company and the Corporate
                                            Guarantors, as amended and restated as of the date hereof, (b) all actions taken and consents
                                            made by such party and its officers and shareholders as applicable to authorize the transactions
                                            provided by the Transaction Documents, (c) the names of the officers of such party authorized
                                            to sign the Transaction Documents , together with a sample of the true signature of such
                                            Person, (d) all conditions set forth in this Section 2.2 have been met by such party, and
                                            (e) no event has occurred or such party anticipates occurring that has resulted in an Event
                                            of Default under the Notes or with the passage of time would result in an Event of Default
                                            under the Notes;



 




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		(x)	Certificates
                                            of good standing for the Company and White River Holdings Corp. and White River Operating
                                            LLC, Subsidiaries of the Company, in their respective jurisdictions of incorporation or formation,
                                            as applicable;



 


		(xiii)	Transfer
                                            Agent Instructions, executed by the Company and the Transfer Agent, substantially in the
                                            form of Exhibit L hereto;



 


		(xiv)	Stock
                                            pledges of the Company and the Corporate Guarantors, substantially in the forms of Exhibit
                                            M and N hereto; and



 


		(xv)	The
                                            Mortgage, substantially in the form of Exhibit O hereto.



 


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



 


		(i)	this
                                            Agreement duly executed by the Purchaser;



 


		(ii)	the
                                            Purchaser’ Subscription Amount by wire transfer to the account of the Company;



 


		(iii)	the
                                            Security Agreement, duly executed by the Purchaser;



 


		(iv)	the
                                            Pledge Agreement, duly executed by the Purchaser; and



 


		(v)	the
                                            Registration Rights Agreement, duly executed by the Purchaser.



 


2.3
Closing Conditions.




 


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



 


		(i)	the
                                            accuracy in all material respects when made and on the Closing Date of the representations
                                            and warranties of the Purchaser contained herein;



 


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



 


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



 


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



 


		(i)	the
                                            accuracy in all material respects when made and on the Closing Date of the representations
                                            and warranties of the Company contained herein;



 


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



 




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		(iii)	such
                                            Purchaser shall be reasonably satisfied with the results of its due diligence investigation
                                            of the Company;



 


		(iv)	no
                                            statute, rule, regulation, executive order, decree, ruling or injunction shall have been
                                            enacted, entered, promulgated or endorsed by any court or governmental authority of competent
                                            jurisdiction that prohibits the consummation of any of the transactions contemplated by the
                                            Transaction Documents;



 


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



 


		(vi)	Since
                                            the date of execution of this Agreement, no event or series of events shall have occurred
                                            that reasonably could be expected to have or result in a Material Adverse Effect with respect
                                            to the Company;



 


		(vii)	no
                                            banking moratorium have been declared either by the United States or New York State authorities,
                                            no suspension of trading shall have been declared on the New York Stock Exchange or the Nasdaq
                                            Stock Market, nor shall there have occurred any material outbreak or escalation of hostilities
                                            or other national or international calamity of such magnitude in its effect on, or any material
                                            adverse change in, any financial markets which, in each case, in the reasonable judgment
                                            of such Purchaser, makes it impracticable or inadvisable to purchase the Note at the Closing;



 


		(viii)	the
                                            Company shall have no outstanding indebtedness, other than (A) that in favor of the Purchaser
                                            pursuant to the Note, (B) indebtedness incurred in the ordinary course of business in connection
                                            with the purchase of equipment, trade debt incurred in the ordinary course of business, and
                                            (C) indebtedness set forth on the Schedules hereto;



 


		(ix)	No
                                            other securities of the Company outstanding after the use of proceeds hereof (i) shall be
                                            in default or (ii) shall reset (or shall have exercised any rights to convert into the Securities)
                                            as a result of the issuance of the Securities;



 


		(x)	The
                                            Company shall have raised at least $4,566,050 from the sale of Series C Convertible Preferred
                                            Stock and accompanying warrants of the Company;
	 	 	 
	 	(xiii)	The
Company shall have purchased key man insurance on Randy May and Jay Puchir in an amount at least equal to the Note; and
	 	 	 
	 	(xiv)	No
other parties, including without limitation, investors in the Series C Convertible Stock and accompanying warrants shall have exercised
participation rights in this offering. It being understood that it is a condition to the Purchaser’s provision of financing hereby
that no other investor participate herein, without its consent.








 




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REPRESENTATIONS
AND WARRANTIES


 


3.1
Representations and Warranties of the Company. Except as set forth in the Disclosure Schedule which shall be deemed a part
hereof, the Company hereby makes the representations and warranties set forth below to the Purchaser.


 


		a)	Subsidiaries.
                                            All of the direct and indirect subsidiaries and limited liability corporations of the Company
                                            are set forth in Schedule 3.1(a) hereto. The Company owns, directly or indirectly, all of
                                            the capital stock or other equity of each Subsidiary free and clear of any Liens, other than
                                            Permitted Liens and the Lien granted to the Purchaser, and all the issued and outstanding
                                            shares of capital stock of or interests in each Subsidiary are validly issued and are fully
                                            paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase
                                            securities.



 


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



 


		c)	Authorization;
                                            Enforcement. The Company and each of its Subsidiaries has the requisite corporate power
                                            and authority to enter into and to consummate the transactions contemplated by each of the
                                            Transaction Documents and otherwise to carry out its respective obligations thereunder. The
                                            execution and delivery of each of the Transaction Documents by the Company and each of its
                                            Subsidiaries and the consummation by it of the transactions contemplated thereby have been
                                            duly authorized by all action on the part of the Company and each of its Subsidiaries and
                                            no further action is required by the Company and each of its Subsidiaries in connection therewith.
                                            Each Transaction Document has been (or upon delivery will have been) duly executed by the
                                            Company and each of its Subsidiaries and, when delivered in accordance with the terms hereof,
                                            will constitute the valid and binding obligation of the Company and such Subsidiaries enforceable
                                            against the Company and such Subsidiaries in accordance with its terms except (i) as limited
                                            by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
                                            application affecting enforcement of creditors’ rights generally and (ii) as limited
                                            by laws relating to the availability of specific performance, injunctive relief or other
                                            equitable remedies.



 




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		d)	No
                                            Conflicts. Except as set forth in Schedule 3.1(d), the execution, delivery and performance
                                            of the Transaction Documents by the Company and each of its Subsidiaries and the consummation
                                            by the Company and each of its Subsidiaries of the other transactions contemplated thereby
                                            do not and will not: (i) conflict with or violate any provision of the Company’s or
                                            any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational
                                            or charter documents, or (ii) conflict with, or constitute a default (or an event that with
                                            notice or lapse of time or both would become a default) under, result in the creation of
                                            any Lien (other than Permitted Liens) upon any of the properties or assets of the Company
                                            or any Subsidiary , or give to others any rights of termination, amendment, acceleration
                                            or cancellation (with or without notice, lapse of time or both) of, any agreement, credit
                                            facility, debt or other instrument (evidencing indebtedness of the Company or any of its
                                            Subsidiaries or otherwise) or other understanding to which the Company or any Subsidiary
                                            is a party or by which any property or asset of the Company or any Subsidiary is bound or
                                            affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order,
                                            judgment, injunction, decree or other restriction of any court or governmental authority
                                            to which the Company or a Subsidiary is subject (including federal and state securities laws
                                            and regulations), or by which any property or asset of the Company or a Subsidiary is bound
                                            or affected; except in the case of each of clauses (ii) and (iii) subject to the Required
                                            Approvals, to the Company’s knowledge, such as could not, individually or in the aggregate,
                                            have or reasonably be expected to result in a Material Adverse Effect.



 


		e)	Filings,
                                            Consents and Approvals. Except as set forth in Schedule 3.1(e) hereto, neither the Company,
                                            its Subsidiaries is not required to obtain any consent, waiver, authorization or order of,
                                            give any notice to, or make any filing or registration with, any court or other federal,
                                            state, local or other governmental authority or other Person in connection with the execution,
                                            delivery and performance by the Company or such Subsidiaries of the Transaction Documents,
                                            other than the filing of Form D with the Commission and such filings as are required to be
                                            made under applicable state securities laws (collectively, the “Required Approvals”).



 


		f)	Issuance
                                            of the Securities. The Securities are duly authorized and, when issued and paid for in
                                            accordance with the applicable Transaction Documents, will be duly and validly issued, fully
                                            paid and nonassessable, free and clear of all Liens other than restrictions on transfer provided
                                            for in the Transaction Documents. The Common Stock issuable upon exercise of the Notes, when
                                            issued in accordance with the terms of the Transaction Documents, will be validly issued,
                                            fully paid and non-assessable, free and clear of all Liens imposed by the Company, and its
                                            Subsidiaries. The Company has reserved from its duly authorized capital stock a number of
                                            shares of Common Stock for issuance of at least equal to the amount required to satisfy the
                                            conversion of the Note.



 




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		g)	Capitalization.
                                            The capitalization of the Company and its Subsidiaries is as set forth on Schedule 3.1(g).
                                            Other than as set forth on Schedule 3.1(g), the Company and the Subsidiaries have no indebtedness
                                            for money borrowed other than Permitted Indebtedness. Except as set forth on Schedule 3.1(g),
                                            the Company has not issued any capital stock since September 30, 2022. Except as set forth
                                            on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of
                                            participation, or any similar right to participate in the transactions contemplated by the
                                            Transaction Documents. Except as set forth on Schedule 3.1(g), as a result of the purchase
                                            and sale of the Securities, there are no outstanding options, warrants, script rights to
                                            subscribe to, calls or commitments of any character whatsoever relating to, or securities,
                                            rights or obligations convertible into or exchangeable for, or giving any Person any right
                                            to subscribe for or acquire, any shares of Common Stock of the Company, or contracts, commitments,
                                            understandings or arrangements by which the Company or any Subsidiary is or may become bound
                                            to issue additional shares of common stock, of the Company or securities or rights convertible
                                            or exchangeable into shares of Common Stock of the Company or its Subsidiaries. The issuance
                                            and sale of the Securities will not obligate the Company or any Subsidiary to issue shares
                                            of Common Stock of the Company or any Subsidiary or other securities to any Person (other
                                            than the Purchaser) and will not result in a right of the Company’s or any of its Subsidiaries’
                                            securities to adjust the exercise, conversion, exchange or reset price under such securities.
                                            All of the outstanding shares of capital stock in the Company and its Subsidiaries are validly
                                            issued, fully paid and nonassessable, have been issued in material compliance with all federal
                                            and state securities laws, and none of such outstanding shares was issued in violation of
                                            any preemptive rights or similar rights to subscribe for or purchase securities. No further
                                            approval or authorization of any stockholder, the Board of Directors of the Company or any
                                            of its Subsidiaries or others is required for the issuance and sale of the Securities. There
                                            are no stockholders’ agreements, voting agreements or other similar agreements with
                                            respect to Company’s or any of its Subsidiaries’ capital stock to which the Company
                                            or any of its Subsidiaries is a party or, to the knowledge of the Company or such Subsidiary,
                                            between or among any of the Company’s stockholders or any stockholder of its Subsidiaries.
                                            Neither the Company nor any Subsidiary has any outstanding indebtedness for borrowed money
                                            except for Permitted Indebtedness and the indebtedness described in Schedule 3.1 (g) hereto.
	 	 	 
	 	h)	Financial
                                            Statements. The Company has voluntarily filed all reports, schedules, forms, registration
                                            statements and other documents as a voluntary filer required to be filed by the Company under
                                            the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange
                                            Act”) including pursuant to Section 13(a) for the two years preceding the date
                                            hereof (or such shorter period as the Company was required by law to file such documents)
                                            (the foregoing materials, including the exhibits thereto and documents incorporated by reference
                                            therein, being collectively referred to herein as the “SEC Reports”).
                                            As of their respective dates, the SEC Reports complied in all material respects with the
                                            requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC
                                            Reports, when filed, 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 the light of the circumstances under which they were made, not misleading. Except
                                            as disclosed on Schedule 3.1(h), the financial statements of Company (the “Financial
                                            Statements”) included in the SEC Reports comply in all material respects with the applicable
                                            accounting requirements and the rules and regulations of the SEC with respect thereto as
                                            in effect at the time of filing. The Financial Statements have been prepared in accordance
                                            with United States generally accepted accounting principles applied on a consistent basis
                                            during the periods involved (“GAAP”), except as may be otherwise specified
                                            in the Financial Statements or the notes thereto and except that unaudited financial statements
                                            may not contain all footnotes required by GAAP, and fairly present in all material respects
                                            the financial position of the Company and its consolidated Subsidiaries as of and for the
                                            dates thereof and the results of operations and cash flows for the periods then ended, subject,
                                            in the case of unaudited statements, to normal, immaterial, year-end audit adjustments








 




    	Page 10 of 33



    	 



    

 







	 	i)	Material
                                            Changes. Since September 30, 2022, except as disclosed in SEC Reports, (i) there has been
                                            no event, occurrence or development that has had or that could reasonably be expected to
                                            result in a Material Adverse Effect, (ii) except as set forth on Schedule 3.1(i), each of
                                            the Company and its Subsidiaries has not incurred any liabilities (contingent or otherwise)
                                            other than (A) trade payables and accrued expenses incurred in the ordinary course of business
                                            consistent with past practice and (B) liabilities not required to be reflected in the Company’s,
                                            its Subsidiaries’ financial statements pursuant to GAAP or required to be disclosed
                                            in filings made with the Commission, (iii) each of the Company and its Subsidiaries has not
                                            altered its method of accounting, (iv) each of the Company and its Subsidiaries has not declared
                                            or made any dividend or distribution of cash or other property to its stockholders or purchased,
                                            redeemed or made any agreements to purchase or redeem any shares of its capital stock and
                                            (v) each of the Company and its Subsidiaries has not issued any equity securities to any
                                            officer, director or Affiliate, except pursuant to existing stock option plans.
	 	 	 
		j)	Litigation.
                                            Other than as set forth in Schedule 3.1 (j) hereto, there is no action, suit, inquiry, notice
                                            of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened
                                            against or affecting the Company , any Subsidiary, or any of their respective properties
                                            before or by any court, arbitrator, governmental or administrative agency or regulatory authority
                                            (federal, state, county, local or foreign) (collectively, an “Action”)
                                            which (i) adversely affects or challenges the legality, validity or enforceability of any
                                            of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable
                                            decision, have or reasonably be expected to result in a Material Adverse Effect. Neither
                                            the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject
                                            of any Action involving a claim of violation of or liability under federal or state securities
                                            laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of
                                            the Company or any Subsidiary, there is not pending or contemplated, any investigation by
                                            the Commission involving the Company or any Subsidiary or any current or former director
                                            or officer of the Company or any Subsidiary.



 


		k)	Labor
                                            Relations. No material labor dispute exists or, to the knowledge of the Company or Subsidiary,
                                            is imminent with respect to any of the employees of the Company or any Subsidiary which could
                                            reasonably be expected to result in a Material Adverse Effect.



 




    	Page 11 of 33



    	 



    

 


		l)	Compliance,
                                            Material Contracts. Except as disclosed in the SEC Reports or as set forth on Schedule
                                            3.1(l) hereto, neither the Company nor any Subsidiary (i) is in default under or in violation
                                            of (and no event has occurred that has not been waived that, with notice or lapse of time
                                            or both, would result in a default by the Company or any Subsidiary under), nor has the Company
                                            or any Subsidiary received notice of a claim that it is in default under or that it is in
                                            violation of, any indenture, loan or credit agreement, services, marketing or processing
                                            agreement or any other agreement or instrument to which it is a party or by which it or any
                                            of its properties is bound (whether or not such default or violation has been waived), (ii)
                                            is in violation of any order of any court, arbitrator or governmental body, or (iii) is or
                                            has been in violation of any statute, rule or regulation of any governmental authority, including
                                            without limitation all foreign, federal, state and local laws applicable to its business
                                            except in each case as could not have a Material Adverse Effect. Except as set forth on Schedule
                                            3.1(l), each material contract is in full force and effect and is enforceable in accordance
                                            with its terms, and no material defaults enforceable against the Company or any Subsidiary
                                            exist thereunder. Neither the Company nor any Subsidiary has received notice from any party
                                            to any Material Contract stating that it intends to terminate or amend such contract. “Material
                                            Contract” means any contract where any consideration to be paid or received by
                                            the Company is in excess of $100,000 or is filed or furnished as an exhibit to any report
                                            or registration statement filed with the SEC.



 


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



 


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



 




    	Page 12 of 33



    	 



    

 


o)
Intellectual Property. The term “Proprietary Assets” means all patents, patent applications, trademarks, service marks,
trademark and service mark applications, trade names, copyright registrations, and licenses currently owned and/or used by the Company
(which for purposes of this subsection shall include its Subsidiaries) or necessary for the conduct of the Company’s business as
currently conducted or proposed to be conducted, as well as any agreement under which the Company has access to any intellectual property
or confidential information used by the Company in its business. Schedule 3.1(o) sets forth all Proprietary Assets necessary, to the
Company’s knowledge, to conduct the Company’s business as currently conducted or as presently proposed to be conducted except
where the failure to possess such Proprietary Assets could not have or reasonably be expected to result in a Material Adverse Effect.
The Company owns, or has the right to use under the agreements or upon the terms described on Schedule 3.1(o), to all of the Proprietary
Assets and has taken all actions reasonable in light of its financial position to protect the Proprietary Assets. Except as set forth
on Schedule 3.1(o), the Company does not require any license or other agreement to use any of the Proprietary Assets, except for licenses
or agreements that can be obtained in the ordinary course of business without unreasonable effort, delay, cost, or expense. The Company
is not bound by or a party to any options, licenses, or agreements of any kind with respect to the Intellectual Property Rights (as defined
below) of any other Person and, to the Company’s knowledge, there are no outstanding options, licenses, or agreements of any kind
relating to the Proprietary Assets. With respect to each item of the Company’s Proprietary Assets that any third party owns and
that the Company uses pursuant to license, sublicense, agreement or permission: (i) the license, as it relates to the Company is legal,
valid, binding, enforceable, and in full force and effect in all material respects; (ii) the Company is not, and to the Company’s
knowledge, no other party to the license, sublicense, agreement or permission is in material breach or default, and no event has occurred
which with notice or lapse of time or both would constitute a material breach or default or permit termination, modification or acceleration
thereunder; (iii) the Company has not, and to the Company’s knowledge, no other party to the license, sublicense, agreement or
permission has repudiated any material provision thereof; and (iv) the Company has not granted any sublicense or similar right with respect
to the license, sublicense, agreement or permission other than as expressly permitted by such license, sublicense, agreement or permission.
Except as set forth on Schedule 3.1(o), to the Company’s knowledge, no director, officer, or stockholder of the Company owns any
rights in any Intellectual Property Rights directly or indirectly competitive with those owned or to be used by the Company or derived
from or in connection with the conduct of the Company’s business. Except as set forth on Schedule 3.1(o), to the Company’s
knowledge it is not now necessary to use any inventions or works of authorship of its employees made outside of their employment by the
Company. Except as set forth on Schedule 3.1(o), the Company has obtained from all of the Company’s current and former officers,
employees and consultants assignments to all inventions developed or conceived during their association with the Company and relating
to its business. The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other
person. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, copyrights, licenses and other similar rights necessary or material for use in connection with their respective
businesses and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).
The Company’s Intellectual Property Rights are as set forth on Schedule 3.1 (o) hereto. Neither the Company nor any Subsidiary
has received a written notice that the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon
the rights of any Person. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing
infringement by another Person of any of the Intellectual Property Rights of others


 




    	Page 13 of 33



    	 



    

 







	 	p)	Insurance.
                                            The Company and the Subsidiaries are insured by insurers of recognized financial responsibility
                                            against such losses and risks and in such amounts as are prudent and customary in the businesses
                                            in which the Company and the Subsidiaries are engaged. To the best of the Company’s
                                            knowledge, such insurance contracts and policies are accurate and complete in all material
                                            respects. 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.
	 	 	 
		q)	Transactions
                                            With Affiliates and Employees. Except as disclosed in the SEC Reports or as set forth
                                            on Schedule 3.1(q), none of the officers or directors of the Company or any Subsidiary and,
                                            to the knowledge of the Company or any Subsidiary , none of the employees of the Company
                                            or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary
                                            (other than for services as employees, officers and directors), including any contract, agreement
                                            or other arrangement providing for the furnishing of services to or by, providing for rental
                                            of real or personal property to or from, or otherwise requiring payments to or from any officer,
                                            director or such employee or, to the knowledge of the Company or any Subsidiary, any entity
                                            in which any officer, director, or any such employee has a substantial interest or is an
                                            officer, director, trustee or partner, in each case in excess of $10,000 other than (i) for
                                            payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses
                                            incurred on behalf of the Company or any Subsidiary and (iii) for other employee benefits,
                                            including stock option agreements under any stock option plan of the Company or any Subsidiary.



 


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



 


		s)	Private
                                            Placement. Assuming the accuracy of the Purchaser representations and warranties set
                                            forth in Section 3.2, no registration under the Securities Act is required for the offer
                                            and sale of the Securities by the Company and its Subsidiaries



to
the Purchaser as contemplated hereby.


 


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



 




    	Page 14 of 33



    	 



    

 


		u)	Registration
                                            Rights. Except as contemplated by the transactions hereunder or as set forth on Schedule
                                            3.1(u), no Person has any right to cause the Company to effect the registration under the
                                            Securities Act of any securities of the Company.



 


v)
Reserved.


 


w)
Disclosure. All disclosure provided to the Purchaser regarding each of the Company, its Subsidiaries, its business and the transactions
contemplated hereby, including the Disclosure Schedules to this Agreement, furnished by or on behalf of the Company, its Subsidiaries
with respect to the representations and warranties made herein are true and correct with respect to such representations and warranties
and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
made therein, in light of the circumstances under which they were made, not misleading. The Company and its Subsidiaries acknowledge
and agree that the Purchaser makes no nor has made any representations or warranties with respect to the transactions contemplated hereby
other than those specifically set forth in Section 3.2 hereof.


 


x)
No Integrated Offering. Assuming the accuracy of the Purchaser’ representations and warranties set forth in Section 3.2, neither
the Company, nor any of its Subsidiaries or Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of
the Securities to be integrated with prior offerings by the Company or its Subsidiaries for purposes of the Securities Act or any applicable
shareholder approval provisions.


 


		y)	Solvency.
                                            For purposes of this representation, the term the “Company” shall include all
                                            of its Subsidiaries. Based on the financial condition of the Company as of the Closing Date
                                            after giving effect to the receipt by the Company and its Subsidiaries of the proceeds from
                                            the sale of the Securities hereunder and the application of the proceeds thereof, (i) the
                                            Company’s fair saleable value of its assets exceeds the amount that will be required
                                            to be paid on or in respect of the Company’s existing debts and other liabilities (including
                                            known contingent liabilities) as they mature; (ii) the Company’s assets do not constitute
                                            unreasonably small capital to carry on its business for the current fiscal year as now conducted
                                            and as proposed to be conducted including its capital needs taking into account the particular
                                            capital requirements of the business conducted by the Company’s, and projected capital
                                            requirements and capital availability thereof; and (iii) the current cash flow of the Company,
                                            together with the proceeds the Company would receive, were it to liquidate all of its assets,
                                            after taking into account all anticipated uses of the cash, would be sufficient to pay all
                                            amounts on or in respect of its debt when such amounts are required to be paid. The Company
                                            does not intend to incur debts beyond its ability to pay such debts as they mature (taking
                                            into account the timing and amounts of cash to be payable on or in respect of its debt).
                                            The Company has no knowledge of any facts or circumstances which lead it to believe that
                                            it will file for reorganization or liquidation under the bankruptcy or reorganization laws
                                            of any jurisdiction within one year from the Closing Date. Schedule 3.1(g) sets forth all
                                            outstanding secured and unsecured Indebtedness of the Company, its Subsidiaries or for which
                                            any such party has commitments. For the purposes of this Agreement, “Indebtedness”
                                            shall mean (a) any liabilities for borrowed money or amounts owed in excess of $10,000 (other
                                            than trade accounts payable incurred in the ordinary course of business), (b) all guaranties,
                                            endorsements and other contingent obligations in respect of Indebtedness of others, whether
                                            or not the same are or should be reflected in such party’s balance sheet (or the notes
                                            thereto), except guaranties by endorsement of negotiable instruments for deposit or collection
                                            or similar transactions in the ordinary course of business; and (c) the present value of
                                            any lease payments in excess of $10,000 due under leases required to be capitalized in accordance
                                            with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.



 




    	Page 15 of 33



    	 



    

 


		z)	Environmental
                                            Matters. Except as set forth in Schedule 3.1(z), the Company and each its Subsidiaries
                                            (a) is in compliance with any and all Environmental Laws (as herein defined), (b) has received
                                            all permits, licenses or other approvals required of it under applicable Environmental Laws
                                            to conduct its respective businesses and (c) is in compliance with all terms and conditions
                                            of any such permit, license or approval, in each case except to the extent such noncompliance
                                            or non-receipt would not reasonably be expected to result in a Material Adverse Effect. The
                                            term “Environmental Laws” means all applicable 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.



 


		aa)	Tax
                                            Status. Except for matters that would not, individually or in the aggregate, have or
                                            reasonably be expected to result in a Material Adverse Effect, the Company and each Subsidiary
                                            has filed all necessary federal, state and foreign income and franchise tax returns and has
                                            paid or accrued all taxes shown as due thereon (except for those contested in good faith),
                                            and the Company have no knowledge of a tax deficiency which has been asserted or threatened
                                            against the Company or any Subsidiary.



 


		bb)	No
                                            General Solicitation. Neither the Company, nor any person acting on behalf of the Company
                                            has offered or sold any of the Securities by any form of general solicitation or general
                                            advertising. The Company has offered the Securities for sale only to the Purchaser and certain
                                            other “accredited investors” within the meaning of Rule 501 under the Securities
                                            Act.



 


		cc)	Foreign
                                            Corrupt Practices; Patriot Act, etc. For purposes of this representation, the term the
                                            “Company” shall include all of its Subsidiaries. Neither The Company, nor to
                                            the knowledge of the Company, any agent or other person acting on behalf of the Company,
                                            has (i) directly or indirectly, used any corrupt funds for unlawful contributions, gifts,
                                            entertainment or other unlawful expenses related to foreign or domestic political activity,
                                            (ii) made any unlawful payment to foreign or domestic government officials or employees or
                                            to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed
                                            to disclose fully any contribution made by the Company (or made by any person acting on its
                                            behalf of which the Company is aware) which is in violation of law, or (iv) violated in any
                                            material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.



 




    	Page 16 of 33



    	 



    

 


The
Company and its Subsidiaries are in compliance, in all material respects, with (a) the Trading with the Enemy Act, as amended, and each
of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and
any other enabling legislation or executive order relating thereto, and (b) the USA Patriot Act (Title III of Pub. L. 107-56, signed
into law October 26, 2001) (the “Act”). No part of the proceeds of the Note will be used, directly or indirectly, for any
payments to any governmental official or employee, political party, official of a political party, candidate for political office, or
anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended. None of the Company or any of its Subsidiaries is a Person named
on a list published by OFAC or a Person with whom dealings are prohibited under any OFAC Regulations.


 


		dd)	Seniority.
                                            As of the Closing Date, except as set forth on Schedule 3.1(dd) hereto no Indebtedness (other
                                            than Permitted Indebtedness), equity or other security of the Company or the Subsidiaries
                                            is senior to, or pari passu with, the Notes in right of payment, whether with respect
                                            to interest or upon liquidation or dissolution, or otherwise.



 


		ee)	No
                                            Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently
                                            existing, or reasonably anticipated by the Company or any Subsidiary to arise, between the
                                            accountants and lawyers formerly or presently employed by the Company or any Subsidiary and,
                                            except as set forth on Schedule 3.1(ee), the Company and each Subsidiary is current with
                                            respect to any fees owed to its accountants and lawyers. By making this representation, each
                                            of the Company and its Subsidiaries does not, in any manner, waive the attorney/client privilege
                                            or the confidentiality of the communications between the Company and its Subsidiaries and
                                            its lawyers. The Company’s accountants are set forth on Schedule 3.1(ee) of the Disclosure
                                            Schedule. To the knowledge of the Company, such accountants, who have expressed their opinion
                                            with respect to the financial statements for the year ended December 31, 2020, are a registered
                                            public accounting firm as required by the Securities Act.



 


		ff)	Rule
                                            506(d) Bad Actor Disqualification Representations and Covenants.



 


		(i)	No
                                            Disqualification Events. Neither the Company, nor any of its predecessors affiliates,
                                            any manager, executive officer, other officer of the Company or such Subsidiary participating
                                            in the offering, any beneficial owner (as that term is defined in Rule 13d-3 under the Exchange
                                            Act) of 20% or more of the Company’s or such Subsidiaries’ outstanding voting
                                            equity securities, calculated on the basis of voting power, nor any promoter (as that term
                                            is defined in Rule 405 under the Securities Act) connected with the Company or such Subsidiary
                                            in any capacity as of the date of this Agreement and on the Closing Date (each, a “Company
                                            Covered Person” and, together, “Company Covered Persons”) is
                                            subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)
                                            to (viii) under the Securities Act (a “Disqualification Event”), except
                                            for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company and its Subsidiaries
                                            has exercised reasonable care to determine (i) the identity of each person that is a Company
                                            Covered Person; and (ii) whether any Company Covered Person is subject to a Disqualification
                                            Event. The Company and its Subsidiaries will comply with its disclosure obligations under
                                            Rule 506(e).



 




    	Page 17 of 33



    	 



    

 


		(ii)	Other
                                            Covered Persons. None of the Company and its Subsidiaries is aware of any person (other
                                            than any Company Covered Person) that has been or will be paid (directly or indirectly) remuneration
                                            in connection with the Note that is subject to a Disqualification Event (each an “Other
                                            Covered Person”).



 


		(iii)	Reasonable
                                            Notification Procedures. With respect to each Company Covered Person, the Company and
                                            its Subsidiaries has established procedures reasonably designed to ensure that they receive
                                            notice from each such Company Covered Person of (i) any Disqualification Event relating to
                                            that Company Covered Person, and (ii) any event that would, with the passage of time, become
                                            a Disqualification Event relating to that Company Covered Person; in each case occurring
                                            up to and including the Closing Date.



 


		(iv)	Notice
                                            of Disqualification Events. The Company will notify the Purchaser immediately in writing
                                            upon becoming aware of (i) any Disqualification Event relating to any Company Covered Person
                                            and (ii) any event that would, with the passage of time, become a Disqualification Event
                                            relating to any Company Covered Person and/or Other Covered Person.



 


hh)
Reserved.


 


ii)
Sarbanes-Oxley; Internal Accounting Controls. Except as disclosed in the SEC Reports, each of the Company and its Subsidiaries is
in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date. The Company
and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Each of the Company
and its Subsidiaries has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the Company and its Subsidiaries and designed such disclosure controls and procedures to ensure that material information relating to
the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during
the period in which the Company’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared.
The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the date
prior to the filing date of the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).
The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about
the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation
Date, there have been no significant changes in the Company’s (or any Subsidiary’s) internal controls (as such term is defined
in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company’s (or any Subsidiary’s) knowledge, in other factors
that could significantly affect the Company’s (or any Subsidiary’s) internal controls. The Company and its Subsidiaries have
knowledge (upon receipt of the proceeds of this transaction) that the Company’s independent public accountants have issued an audit
letter containing a “going concern” opinion in connection with the Company’s annual report on Form 10-K pursuant to
Section 13 or 15(d) under the Exchange Act for the fiscal year ended December 31, 2021.


 




    	Page 18 of 33



    	 



    

 


jj)
Variable Rate Securities. Except as provided in the Note or as set forth in Schedule 3.1(jj), the Company has not directly and/or
indirectly entered into, nor has any agreement, intention and/or obligation to enter into any Variable Rate Transaction.


 


kk)
Disclosure Schedules. References in this Section 3.1 to Disclosure Schedules shall qualify all applicable representations or warranties
to which the subject matter of that Disclosure Schedule relates or may relate, regardless of whether such Disclosure Schedule is referenced
directly in a corresponding representation or warranty or contained in different section of this Section 3.1.


 


ll)
Subsidiary Carve-out. The foregoing representations and warranties of the Company are qualified by the fact that neither the Company
nor the Lender has conducted UCC lien searches or obtained certificates of good standing for any Subsidiary other than White River Holdings
Corp. and White River Operating LLC in their respective jurisdiction of incorporation or formation, as applicable.


 


3.2
 Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and
as of the Closing Date to the Company as follows:


 


a)
Organization; Authority. The Purchaser is an entity duly organized under the laws of the jurisdiction of its organization with
full right, corporate, limited liability company or partnership power and authority to enter into and to consummate the transactions
contemplated by the Transaction Documents and otherwise to carry out its obligations thereunder. The execution, delivery and performance
by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar
action on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when
delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser,
enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 


b)
Purchaser Representation. The Purchaser understands that the Securities are “restricted securities” and have not been
registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account
and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing
any of such Securities in violation of the Securities Act or any applicable securities laws and has no arrangement or understanding with
any other persons regarding the distribution of such Securities (this representation and warranty not limiting the Purchaser’s
right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities
laws). Nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold Securities for any period of time.


 




    	Page 19 of 33



    	 



    

 


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


 


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


 


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


 


f)
The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this
Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision
of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree
statute, rule or regulation applicable to it.


 


g)
No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement
with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge
of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action
with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings.


 


h)
The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement.


 


The
Company and its Subsidiaries acknowledge and agree that the Purchaser does not make or have not made any representations or warranties
with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.


 






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OTHER
AGREEMENTS OF THE PARTIES


 


4.1
Transfer Restrictions.




 


		a)	The
                                            Purchaser acknowledges that the Securities may only be disposed of in compliance with state
                                            and federal securities laws. In connection with any transfer of Securities other than pursuant
                                            to an effective registration statement or Rule 144, to the Company or any Subsidiary or to
                                            an affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b),
                                            the Company may, at its expense, require the transferor thereof to provide to the Company
                                            an opinion of counsel selected by the transferor and reasonably acceptable to the Company,
                                            the form and substance of which opinion shall be reasonably satisfactory to the Company,
                                            to the effect that such transfer does not require registration of such transferred Securities
                                            under the Securities Act. As a condition of transfer, any such transferee shall agree in
                                            writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser
                                            under this Agreement.



 


		b)	The
                                            Purchaser agrees to the imprinting, so long as is required by this Section 4.1(b), of a legend
                                            on any of the Securities in the following form:
	 	 	 
	 	 	NEITHER
                                            THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [EXERCISABLE] [CONVERTIBLE]
                                            HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
                                            OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
                                            1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
                                            OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
                                            PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
                                            REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS
                                            THESE SECURITIES AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THESE SECURITIES
                                            MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
                                            SECURITIES.



 


		c)	Certificates
                                            evidencing the shares of Common Stock underlying the Note shall not contain any legend (including
                                            the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including
                                            the Registration Statement) covering the resale of such security is effective under the Securities
                                            Act, or (ii) following any sale of such shares pursuant to Rule 144 , or (iii) if such shares
                                            are eligible for sale under Rule 144, or (iv) if such legend is not required under applicable
                                            requirements of the Securities Act (including judicial interpretations and pronouncements
                                            issued by the staff of the Commission). The Company shall, at its expense, cause its counsel
                                            to issue a legal opinion to the Company’s transfer agent promptly after the Effective
                                            Date if required by the Company’s transfer agent to effect the removal of the legend
                                            hereunder. If all or any portion of a Note is converted or Warrant is exercised at a time
                                            when there is an effective registration statement to cover the resale of the common shares,
                                            or if such common shares may be sold under Rule 144 or if such legend is not otherwise required
                                            under applicable requirements of the Securities Act (including judicial interpretations thereof
                                            and pronouncements issued by the staff of the Commission) then such common shares shall be
                                            issued free of all legends. The Company agrees that following the Effective Date or at such
                                            time as such legend is no longer required under this Section 4.1(c), it will, no later than
                                            two Business Days following the delivery by a Purchaser to the Company or the Company’s
                                            transfer agent of a certificate representing common shares issued with a restrictive legend
                                            (such third Business Day, the “Legend Removal Date”), deliver or cause
                                            to be delivered to such Purchaser a certificate representing such shares that is free from
                                            all restrictive and other legends. Neither the Company may make any notation on its records
                                            or give instructions to any transfer agent of the Company that enlarge the restrictions on
                                            transfer set forth in this Section. Certificates for common shares subject to the legend
                                            removal hereunder shall be transmitted by the transfer agent of the Company to the Purchaser
                                            by crediting the account of the Purchaser’ prime broker with the DTC.



 




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		d)	In
                                            addition to the Purchaser’s other available remedies, the Company shall pay to each
                                            Purchaser, in cash, as partial liquidated damages and not as a penalty, $10 per Trading Day
                                            (increasing to $20 per Trading Day after the fifth Trading Day) for each Trading Day after
                                            the Legend Removal Date until such certificate is delivered without a legend. Nothing herein
                                            shall limit each Purchaser’ right to pursue actual damages for the Company’s
                                            failure to deliver certificates representing any Securities as required by the Transaction
                                            Documents, and each Purchaser shall have the right to pursue all remedies available to it
                                            at law or in equity including, without limitation, a decree of specific performance and/or
                                            injunctive relief.



 


		e)	The
                                            Purchaser agrees that the removal of the restrictive legend from certificates representing
                                            Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance
                                            that such Purchaser will sell any Securities pursuant to either the registration requirements
                                            of the Securities Act, including any applicable prospectus delivery requirements, or an exemption
                                            therefrom.



 


4.2
Acknowledgment of Dilution. The Company and its Subsidiaries acknowledge that the issuance of the Securities may result in dilution
of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company and its Subsidiaries
further acknowledge that its obligations under the Transaction Documents, including without limitation its obligation to issue the shares
underlying the Notes pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim,
delay or reduction, regardless of the effect of any such dilution or any claim the Company or its Subsidiaries may have against any Purchaser
and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company and its Subsidiaries.


 


4.3
Furnishing of Information Rule 144 Availability. As long as any Purchaser owns Securities, if the Company is not required to file
reports pursuant to the Exchange Act, it will prepare and furnish to such Purchaser and make publicly available in accordance with Rule
144(c) such information as is required for such Purchaser to sell the Securities under Rule 144. The Company further covenants that it
will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable
such Person to sell such Securities without registration under the Securities Act within the limitation of the exemptions provided by
Rule 144.


 




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At
all times from the date hereof through and including the date none of the Conversion Shares are outstanding (the “Required Period”)
the Company shall ensure each Purchaser can sell the pursuant to and in accordance with Rule 144 under the Securities Act. If, (i) at
any time during the Required Period, the Company shall fail for any reason to satisfy the current public information requirement under
Rule 144(c) under the Securities Act (a “Public Information Failure”), or (ii) the Company shall fail to take such action
as is reasonably requested by the Purchaser to enable the Purchaser to sell any of the shares received in connection with the Notes pursuant
to Rule 144 under the Securities Act (including, without limitation, delivering all such legal opinions, consents, certificates, resolutions
and instructions to the Company’s transfer agent as may be reasonably requested from time to time by the Purchaser and otherwise
fully cooperate with Purchaser and each Purchaser’s broker to effect such sale of the shares of Common Stock received in connection
with the conversion of the Notes pursuant to Rule 144 under the Securities Act) (a “Process Failure”) then, in either case,
in addition to the Purchaser’s other available remedies, the Company shall pay to Purchaser, as liquidated damages and not as a
penalty, by reason of any such delay in or reduction of its ability to sell the Conversion Shares, an amount in cash equal to two (2%)
percent of up to the original aggregate principal amount of the Notes on the day of a Public Information Failure or Process Failure,
as applicable, and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty (30) days), thereafter, until (a) in
the case of a Process Failure, the date such Process Failure is cured, or (b) in the case of a Public Information Failure, the date such
Public Information Failure is cured. Notwithstanding anything to the contrary provided herein, liquidated damages for each Process Failure
or Public Information Failure shall not commence to accrue for a period of 5 days from the date of any such Process Failure and/or Public
Information Failure. The payments to which the Purchaser shall be entitled pursuant to this Section 4.3 are referred to herein as “Rule
144 Failure Payments”. Rule 144 Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during
which such Rule 144 Failure Payments are incurred and (ii) the third (3rd) Trading Day after the event or failure giving rise to the
Rule 144 Failure Payments is cured.


 


4.4
Integration. The Company shall not, and shall use its best efforts to ensure that no Affiliate of the Company shall, sell, offer
for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that
would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act
of the sale of the Securities to the Purchaser or that would be integrated with the offer or sale of the Securities for purposes of the
rules and regulations of any Trading Market.


 


4.5
Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately
following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file
a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by
the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchaser that it shall have publicly
disclosed all material, non-public information delivered to any of the Purchaser by the Company or any of its Subsidiaries, or any of
their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.
In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality
or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective
officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchaser or any of their Affiliates on the other
hand, shall terminate. The Company and the Purchaser shall consult with each other in issuing any press releases with respect to the
transactions contemplated hereby. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser, or
include the name of the Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written
consent of the Purchaser, except (i) as required by federal or state securities law and (ii) to the extent such disclosure is required
by law or Trading Market regulations, in which case the Company shall provide such Purchaser with notice of such disclosure permitted
under subclause (i) or (ii).


 




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4.6
Shareholder Rights Plan. No claim will be made or enforced by the Company or its Subsidiaries or, to the knowledge of any such
party, any other Person that any Purchaser is an “Acquiring Person” under any shareholder rights plan or similar plan or
arrangement in effect or hereafter adopted by the Company or its Subsidiaries, or that any Purchaser could be deemed to trigger the provisions
of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between
the Company any of its Subsidiaries and any Purchaser. The Company and its Subsidiaries shall conduct its business in a manner so that
it will not become subject to the Investment Company Act.


 


4.7
Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder to advance oil and gas drilling
projects and to pay fees and expenses (in each case satisfactory to the Investor) incurred in connection herewith. The Company may not
use funds at any time to repay indebtedness, lend money, give credit or make advances to any officers, directors, employees, affiliates
or debtholders of the Company or its Subsidiaries.


 


4.8
Filings for Subsidiaries. No later than 30 days after Closing Date, the Company shall have made all filings necessary in Louisiana,
Mississippi and any other state that is reasonably necessary so that all of the Subsidiaries are in good standing under the laws of their
respective jurisdictions of incorporation or organization (as applicable) and in each jurisdiction in which it owns properties and/or
assets or conducts business.


 


4.9
Indemnification of Purchaser. Subject to the provisions of this Section 4.9, the Company and its Subsidiaries will indemnify and
hold the Purchaser and its directors, officers, shareholders, partners, employees and agents (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such
Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees of such Person (and any other Persons with a functionally equivalent role of a Person holding
such titles notwithstanding a lack of such title or any other title) (each, a “Purchaser Party”) harmless from any
and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in
settlements, court costs and reasonable attorneys’ fees and costs of investigation that any Purchaser Party may suffer or incur
as a result of, arising from, or relating to (a) any breach of any of the representations, warranties, covenants (which remain uncured
after any applicable cure period) or agreements made by the Company and its Subsidiaries in this Agreement or in the other Transaction
Documents, (b) any failure by the Company to comply with the participation rights in this transaction of the holders of the Series C
Convertible Preferred Stock and associated warrants, or (c) any action instituted against a Purchaser, or any of them or their respective
Affiliates, by any stockholder of the Company or its Subsidiaries or who is not an Affiliate of such Purchaser, with respect to any of
the transactions contemplated by the Transaction Documents (in each case unless such action is based upon a breach of such Purchaser’
representation, warranties or covenants (which remain uncured after any applicable cure period) under the Transaction Documents or any
agreements or understandings any Purchaser may have with any such stockholder or any violations by such Purchaser of state or federal
securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence or willful misconduct). If any action shall
be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall
promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing.
Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of the Purchaser Party except to the extent that (i) the employment thereof
has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such
defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict
on any material issue between the position of the Company and the position of the Purchaser Party. The Company will not be liable to
any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written
consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage
or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements
made by the Purchaser in this Agreement or in the other Transaction Documents.


 




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4.10
Reservation and Listing of Securities. At all times and as long as any of the Purchaser owns any Securities, the Company shall take
all action necessary (and/or reasonably requested by the Purchaser) to at all times have authorized, and reserved out of its authorized
but unissued shares of Common Stock for the purpose of issuance to the Purchaser upon conversions or in respect of interest on the Notes,
no less than the three times (3x) the sum of the maximum number of Conversion Shares and shares issuable (including interest and original
issue discount, and without taking into account any limitations on the issuance thereof) pursuant to the conversion of the Notes (the
“Required Reserved Amount”). If at any time the number of shares of Common Stock authorized and reserved for issuance is
not sufficient to meet the Required Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve
a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares
to meet the Company’s obligations under this Agreement and the Transaction Documents, in the case of an insufficient number of
authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of
the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient
to meet the Required Reserved Amount. The Company shall initially reserve 10 million shares of Common Stock on its own books and records
(the “Reserve”) for the issuance of Conversion Shares, and any other shares of Common Stock required to be issued by the
Company to the Purchaser pursuant to the Transaction Documents, which initial reservation shall be authorized by the unanimous written
consent of the Company’s Board of Directors delivered at Closing. From and after the date of this Agreement through and including
the date all of the Company’s and each of its Subsidiaries’ Indebtedness and all other obligations owed to the Purchaser
pursuant to this Agreement and the other Transaction Documents, including, but not limited to, the Note is paid and performed in full,
confirmation of which must be obtained by in writing from the Purchaser, the Company shall (a) issue or cause its Transfer Agent to issue
the shares received on conversion or exercise or in respect of interest and all other shares of Common Stock required to be issued to
such Purchaser or its broker only (subject to the immediately following clause (b)), (b) issue or cause its Transfer Agent to issue shares
of Common Stock to such Purchaser or its broker under the Notes from sources other than the Reserve, unless such Purchaser delivers to
the Company written pre-approval of such issuance from the Reserve, and (c) not reduce the Reserve under any circumstances, unless such
Purchaser delivers to the Company written pre-approval of such reduction. The Company shall immediately add shares of Common Stock to
the Reserve to ensure that the Required Reserve Amount (the greater of (i) and (ii) being the “Reserve Minimum”) are in the
Reserve at all times. The Company shall increase the amount of shares of Common Stock in the Reserve upon receipt of written notice,
which may be in email form, by such Purchaser (and/or its assigns) in order to ensure that the Reserve contains the Reserve Minimum and/or
at any time the number of shares in the Reserve is less than the Reserve Minimum. Notwithstanding to the contrary provided herein or
elsewhere, if at any time the number of shares of Common Stock in the Reserve, is less than the Required Reserved Amount, such Purchaser
may send written notice to the Company’s then Transfer Agent to increase out of the Borrower’s authorized but unissued shares
of Common Stock in such number of additional shares of Common Stock so the Reserve consists of at least the Required Reserve Amount,
provided, that the number of shares of Common Stock in the Reserve shall never be decreased or used for any other purposes other than
for issue to the Holder upon each conversion by such Purchaser of the Notes. As a condition to Closing, all actions required by the Company
in this Section shall be approved by the unanimous written consent of the Company’s Board of Directors which shall be delivered
to the Purchaser at Closing.


 




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4.11
Subsequent Equity Sales. In addition to the limitations set forth herein, from the date hereof until such time as no Purchaser holds
any of the Securities, the Company shall be prohibited from effecting or entering into an agreement to effect any Subsequent Financing
involving a “Variable Rate Transaction” or an “MFN Transaction” (each as defined below). The term
“Variable Rate Transaction” shall mean a transaction in which the Company issues or sells (i) any debt or equity securities
that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either
(A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations
for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise
or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon
the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the
Common Stock (other than standard anti-dilution provisions) or (ii) enters into any agreements, including but not limited to an equity
line of credit, whereby the Company may sell securities at a future determined price tied to the market price of the Common Stock. The
term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising
transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions
of the Company on terms more favorable than those granted to such investor in such offering. Any Purchaser shall be entitled to obtain
injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.
Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction
or MFN Transaction shall be an Exempt Issuance.


 


4.12
Equal Treatment of Purchaser. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification
of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction
Documents. Further, the Company shall not make any payment of principal or interest on the Notes in amounts which are disproportionate
to the respective principal amounts outstanding on the Notes at any applicable time. For clarification purposes, this provision constitutes
a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company
to treat the Purchaser as a class and shall not in any way be construed as the Purchaser acting in concert or as a group with respect
to the purchase, disposition or voting of Securities or otherwise.


 


4.13
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably
determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at the Closing under
applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly
upon request of any Purchaser.


 


4.14
Most Favored Nations. Until such time as the Company has consummated a Qualified Offering, if the Company engages in any future
financing transactions with a third-party investor, the Company will provide the Holder with written notice (the “MFN Notice”)
thereof promptly but in no event less than 10 days prior to closing any financing transactions. Included with the MFN Notice shall be
a copy of all documentation relating to such financing transaction and shall include, upon written request of the Holder, any additional
information related to such subsequent investment as may be reasonably requested by the Holder. In the event the Holder determines that
the terms of the subsequent investment are preferable in any respect to the terms of the Securities of the Company issued to the Holder
pursuant to the terms of the Purchase Agreement, the Holder will notify the Company in writing. Promptly after receipt of such written
notice from the Holder, the Company agrees to amend and restate the Securities, and, as necessary, adjust the number of bonus shares,
to include the preferable term contained in the instruments evidencing the subsequent investment and any bonus shares issued in connection
therewith.


 




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4.15.
Right of Participation.


 


At
any time within the 12 months subsequent to the Closing, upon any issuance by the Company or any of its Subsidiaries of debt or Common
Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”),
the Purchaser shall have the right to participate in up to its investment amount but not more than 25% of the Subsequent Financing (the
“Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five
(5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its
intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review
the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser,
and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business
Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable
detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons
through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating
thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest


 


If
the Purchaser desires to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m.
(New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is
willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting
that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th)
Business Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate.


 


If
by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications
by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in
the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent
Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.


 


If
by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company
receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation
Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum.


 


The
Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation
set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated
for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial
Subsequent Financing Notice.


 


The
Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially
reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision
whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be
required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the
Subsequent Financing Notice.


 


Notwithstanding
anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing
to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention
to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession
of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice.
If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing
has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall
be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with
respect to the Company or any Subsequent Financing.


 




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4.16
Directors’ and Officers’ and Key Man Insurance. For so long as any of the Notes are outstanding, the Company shall
retain (i) directors’ and officers’ insurance in amounts and on terms customary for companies in the same industry as the
Company and (ii) key man insurance on Randy May and Jay Puchir in an amount at least equal to the Notes.


 


MISCELLANEOUS


 


5.1
Termination. This Agreement may be terminated by the Purchaser or the Company by written notice to the to the Company or the Purchaser,
if the Closing has not been consummated on or before December 31, 2022; provided that no such termination will affect the right of any
party to sue for any breach by the other party (or parties).


 


5.2
Fees. At the Closing, the Company has agreed to reimburse Purchaser (i) $25,000 (less any amounts previously received; such balance
may be treated as proceeds advanced and added to the face of the Note) plus the cost of any third-party counsel required to secure any
of the assets to be secured for legal expenses incurred in connection with the transaction, and (ii) all other costs and expenses incurred
in connection with the due diligence and documentation of the transaction by the Purchaser (e.g., background checks (to the extent not
provided to Purchaser), lien searches and UCC filings and mortgage filings, etc. The Company shall pay all transfer agent fees, stamp
taxes and other taxes and duties levied in connection with the issuance of any Securities.


 


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


 


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


 


5.5
Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case
of amendments, by the Company, and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver
is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.


 




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


 


5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder. Any Purchaser may assign any or
all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided such transferee
agrees in writing to be bound, with respect to the transferred Securities, by the provisions hereof that apply to such “Purchaser.”


 


5.8
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 4.09.


 


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


 


5.10
Survival. The representations and warranties contained herein shall survive for a period of 12 months following the Closing, the
delivery of the Securities and the conversion or payment of the Notes.


 


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


 




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5.12
Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.


 


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


 


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


 


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


 


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


 


5.17
Usury. To the extent it may lawfully do so, the Company and its Subsidiaries 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 any Purchaser
in order to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any
Transaction Document, it is expressly agreed and provided that the total liability of the Company and its Subsidiaries under the Transaction
Documents 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 Transaction Documents exceed
such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents
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 Transaction Documents 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 or any Purchaser to any Purchaser with respect to indebtedness evidenced by the Transaction Documents, 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.


 




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5.18
Liquidated Damages. The Company’s and its Subsidiaries obligations to pay any partial liquidated damages or other amounts
owing under the Transaction Documents is a continuing obligation of the Company and its Subsidiaries and shall not terminate until all
unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant
to which such partial liquidated damages or other amounts are due and payable shall have been canceled.


 


5.15
Independent Nature of Purchaser’s Obligations and Rights. The obligations of each Purchaser under any Transaction Document
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other
Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchaser as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Purchaser are in any way acting in concert
or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be
entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out
of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any
proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in their review and negotiation of
the Transaction Documents. The Company has elected to provide all Purchaser with the same terms and Transaction Documents for the convenience
of the Company and not because it was required or requested to do so by the Purchaser.


 


5.20
Customer Identification - USA Patriot Act Notice; OFAC and Bank Secrecy Act. Each Purchaser hereby notifies the Company that pursuant
to the requirements of the Act and such Purchaser’s policies and practices, each Purchaser is required to obtain, verify and record
certain information and documentation that identifies the Company, which information includes the name and addresses of Borrower and
such other information that will allow the Purchaser to identify the Company in accordance with the Act. In addition, the Company shall
(a) ensure that no person who owns a controlling interest in or otherwise controls the Company is or shall be listed on the Specially
Designated Nationals and Blocked Person List or other similar lists maintained by OFAC, the Department of the Treasury or included in
any Executive Orders, (b) not use or permit the use of the proceeds of the Notes to violate any of the foreign asset control regulations
of OFAC or any enabling statute or Executive Order relating thereto, and (c) comply, and cause any of its Subsidiaries to comply, with
all applicable Bank Secrecy Act (“BSA”) laws and regulations, as amended.


 


(Signature
Pages Follow)


 




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


 


	WHITE
    RIVER ENERGY CORP	 	 
	 	 	 	 
	 	 	 	Address
    for Notice:
	 	 	 	 
	By:	    	 	Telephone:
	Name:
    		 	Email:
	Title:
    		 	 


 


With
a copy to (which shall not constitute notice):


 


Telephone:


Email:


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 




    	Page 32 of 33



    	 



    

 


[PURCHASER
SIGNATURE PAGES TO COMPANY, SECURITIES PURCHASE AGREEMENT]


 


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


 


	Name of Investing
  Entity: 		 




	Signature
  of Authorized Signatory of Investing Entity: 		 




	Name of Authorized
  Signatory: 		 







	Title of Authorized
  Signatory: 		 




	Email Address
  of Authorized Entity:	 	 




 


Address
for Notice of Investing Entity:


 


Address
for Delivery of Securities for Investing Entity (if not same as above):


 


Subscription
Amount: $ 1,500,000


Principal
Amount of Notes: $ 1,666,666.67


 




    	Page 33 of 33