Exhibit 10.1


 


EQUITY PURCHASE AGREEMENT


 


THIS EQUITY PURCHASE AGREEMENT entered into as of the 20th
day of October, 2014 (this "AGREEMENT") (“EXECUTION DATE”), by and between KODIAK CAPITAL GROUP,
LLC, a Delaware limited liability company ("INVESTOR"), and CIRQUE ENERGY, INC., a Florida corporation (the
"COMPANY").


 


WHEREAS, the parties desire that, upon the terms and subject
to the conditions contained herein, the Company shall issue and sell to Investor, from time to time as provided herein, and Investor
shall purchase up to Five Million Dollars ($5,000,000) of the Company’s Common Stock (as defined below); and


 


NOW, THEREFORE, the parties hereto agree as follows:


 


ARTICLE I


 


CERTAIN DEFINITIONS


 


Section 1.1 DEFINED TERMS as used in this
Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable
to both the singular and plural forms of the terms defined).


 


"AGREEMENT" shall have the meaning specified in the
preamble hereof.


 


"BY-LAWS" shall have the meaning specified in Section
4.7.


 


"CLAIM NOTICE" shall have the meaning specified in
Section 9.3(a).


 


“CLEARING DATE” shall be the date in which the Estimated
Put Shares (as defined in Section 2.2(a)) have been deposited into the Investor’s brokerage account.


 


"CLOSING" shall mean one of the closings of a purchase
and sale of shares of Common Stock pursuant to Section 2.3.


 


"CLOSING CERTIFICATE" shall mean the closing certificate
of the Company in the form of Exhibit B hereto.


 


"COMMITMENT PERIOD" shall mean
the period commencing on the Execution Date, and ending on the earlier of (i) the date on which Investor shall have purchased Put
Shares pursuant to this Agreement for an aggregate Purchase Price of the Maximum Commitment Amount, or (ii) December 31, 2015.


 


"COMMON STOCK" shall mean the Company's common stock,
$0.001 par value per share, and any shares of any other class of common stock whether now or hereafter authorized, having the right
to participate in the distribution of dividends (as and when declared) and assets (upon liquidation of the Company).


 




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"COMMON STOCK EQUIVALENTS" shall mean any securities
that are convertible into or exchangeable for Common Stock or any options or other rights to subscribe for or purchase Common Stock
or any such convertible or exchangeable securities.


 


"COMPANY" shall have the meaning specified in the
preamble to this Agreement.


 


"DAMAGES" shall mean any loss, claim, damage,
liability, cost and expense (including, without limitation, reasonable attorneys' fees and disbursements and costs and
expenses of expert witnesses and investigation).


 


"DISPUTE PERIOD" shall have the meaning specified
in Section 9.3(a).


 


"DTC" shall have the meaning specified in Section 2.3.


 


"DWAC" shall have the meaning specified in Section
2.3.


 


"EFFECTIVE DATE" shall mean the date that the Registration
Statement is declared effective by the SEC.


 


“ESTIMATED PUT SHARES” shall have the meaning specified
in Section 2.2(a)


 


"EXCHANGE ACT" shall mean the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder.


 


"EXECUTION DATE" shall have the meaning specified
in the preamble hereof.


 


"FAST" shall have the meaning specified in Section 2.3.


 


"FINRA" shall mean the Financial Industry Regulatory
Authority, Inc.


 


"INDEMNIFIED PARTY" shall have the meaning specified in Section 9.3(a).


 


"INDEMNIFYING PARTY"
shall have the meaning specified in Section 9.3(a).


 


"INDEMNITY NOTICE" shall have the meaning specified in Section 9.3(b).


 


"INVESTMENT AMOUNT" shall mean the dollar amount to
be invested by Investor to purchase Put Shares with respect to any Put as notified by the Company to Investor in accordance with
Section 2.2.


 


"INVESTOR" shall have the meaning specified in the
preamble to this Agreement.


 


"LEGEND" shall have the meaning specified in Section 8.1.


 


"MARKET PRICE" shall mean the lowest closing bid price
on the Principal Market for any Trading Day during the Valuation Period, as reported by Bloomberg Finance L.P.


 




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"MATERIAL ADVERSE EFFECT" shall mean any effect on
the business, operations, properties, or financial condition of the Company that is material and adverse to the Company and/or
any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company
to enter into and perform its obligations under any of this Agreement.


 


"MAXIMUM COMMITMENT AMOUNT" shall mean Five Million
Dollars ($5,000,000).


 


"MAXIMUM PUT AMOUNT" shall mean Five Million Dollars
($5,000,000).


 


"PERSON" shall mean an individual, a corporation,
a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency
or instrumentality thereof.


 


"PRINCIPAL MARKET" shall mean any of the national
exchanges (i.e. NYSE, NYSE AMEX, Nasdaq), OTCQX, the OTC Bulletin Board, or other principal exchange which is at the time the principal
trading exchange or market for the Common Stock.


 


"PURCHASE PRICE" shall mean 75% of the Market Price
on such date on which the Purchase Price is calculated in accordance with the terms and conditions of this Agreement.


 


"PUT" shall mean the right of the Company to require
the Investor to purchase shares of Common Stock, subject to the terms and conditions of this Agreement.


 


"PUT DATE" shall mean any Trading Day during the Commitment
Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).


 


"PUT NOTICE" shall mean a written
notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Investment Amount with respect to which the
Company intends to require Investor to purchase shares of Common Stock pursuant to the terms of this Agreement.


 


"PUT SHARES" shall mean all shares of Common Stock
issued or issuable pursuant to a Put that has been exercised or may be exercised in accordance with the terms and conditions of
this Agreement.


 


"REGISTERED SECURITIES" shall mean the (a) Put Shares,
and (b) any securities issued or issuable with respect to any of the foregoing by way of exchange, stock dividend or stock split
or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. As
to any particular Registered Securities, once issued such securities shall cease to be Registrable Securities when (i) a Registration
Statement has been declared effective by the SEC and such Registrable Securities have been disposed of pursuant to a Registration
Statement, (ii) such Registrable Securities have been sold under circumstances under which all of the applicable conditions of
Rule 144 are met, (iii) such time as such Registrable Securities have been otherwise transferred to holders who may trade such
shares without restriction under the Securities Act or (iv) in the opinion of counsel to the Company, which counsel shall be reasonably
acceptable to Investor, such Registerable Securities may be sold without registration under the Securities Act or the need for
an exemption from any such registration requirements and without any time, volume or manner limitations pursuant to Rule 144(b)(i)
(or any similar provision then in effect) under the Securities Act.


 


"REGISTRATION STATEMENT" shall mean the Company’s
effective registration statement on file with the SEC, and any follow up registration statement or amendment thereto.


 




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"REGULATION D" shall mean Regulation D promulgated
under the Securities Act.


 


"RULE 144" shall mean Rule 144 under the Securities
Act or any similar provision then in force under the Securities Act.


 


"SEC" shall mean the Securities and Exchange Commission.


 


"SECURITIES ACT" shall have the meaning specified
in the recitals of this Agreement.


 


"SEC DOCUMENTS" shall mean, as
of a particular date, all reports and other documents filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the Company's then most recently completed and reported fiscal year as of the time in question (provided that
if the date in question is within ninety days of the beginning of the Company's fiscal year, the term shall include all documents
filed since the beginning of the preceding fiscal year).


 


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


 


"SUBSCRIPTION DATE" shall mean the date on which this
Agreement is executed and delivered by the Company and Investor.


 


"THIRD PARTY CLAIM" shall have the meaning specified
in Section 9.3(a).


 


“TRADING DAY” shall mean a day on which the Principal
Market shall be open for business.


 


“TRANSACTION DOCUMENTS” shall mean this Agreement
and the Registration Rights Agreement.


 


"TRANSFER AGENT" shall mean the transfer agent for
the Common Stock (and to any substitute or replacement transfer agent for the Common Stock upon the Company's appointment of any
such substitute or replacement transfer agent).


 


"UNDERWRITER" shall mean any underwriter participating
in any disposition of the Registered Securities on behalf of Investor pursuant to the Registration Statement.


 


"VALUATION PERIOD" shall mean the period of five (5)
Trading Days immediately following the Clearing Date associated with the applicable Put Notice during which the Purchase Price
of the Common Stock is valued. The Investor shall notify the Company in writing of the occurrence of the Clearing Date associated
with a Put Notice. The Valuation Period shall begin the first Trading Day following such written notice from Investor.


 




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ARTICLE II


 


PURCHASE AND SALE OF COMMON STOCK


 


Section 2.1 INVESTMENTS.


 


(a) PUTS. Upon the terms and conditions
set forth herein (including, without limitation, the provisions of Article VII), on any Put Date the Company may exercise a Put
by the delivery of a Put Notice. The number of Put Shares that Investor shall purchase pursuant to such Put shall be determined
by dividing the Investment Amount specified in the Put Notice by the Purchase Price with respect to such Put Notice.


 


Section 2.2 MECHANICS.


 


(a)PUT NOTICE. At any time during the
Commitment Period, the Company may deliver a Put Notice to Investor, subject to the conditions set forth in Section 7.2, for up
to the Maximum Put Amount; provided, however, that the Investment Amount identified in the applicable Put Notice, when taken together
with all prior Put Notices, shall not exceed the Maximum Commitment Amount. On the Put Date the Company shall deliver to Investor’s
brokerage account estimated Put Shares equal to the Investment Amount indicated in the Put Notice divided by the closing bid price
on the Trading Day immediately preceding the Put Date multiplied by seventy five percent (75%) (the “Estimated Put Shares”).


 


(b)DATE OF DELIVERY OF PUT NOTICE.
A Put Notice shall be deemed delivered on (i) the Trading Day it is received by electronic mail by Investor if such notice is received
on or prior to 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by electronic mail after
12:00 noon New York time on a Trading Day or at any time on a day which is not a Trading Day.


 


Section 2.3 CLOSINGS. At the end of the
Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put.
If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant
to such Put, then immediately after the Valuation Period the Investor shall deliver to Company any excess Estimated Put Shares
associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by
Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between
the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading
Day following the completion of the Valuation Period, whereby the Company shall cause the Transfer Agent to electronically transmit,
prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC
through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such
delivery and the Investor shall deliver the Investment Amount specified in the Put Notice by wire transfer of immediately available
funds to an account designated by the Company. In addition, on or prior to such Closing Date, each of the Company and Investor
shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either
of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.


 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES OF INVESTOR


 


Investor represents and warrants to the Company that:


 


Section 3.1 INTENT. Investor is entering
into this Agreement for its own account and Investor has no present arrangement (whether or not legally binding) at any time to
sell the Registered Securities to or through any person or entity; provided, however, that Investor reserves the right to dispose
of the Registered Securities at any time in accordance with federal and state securities laws applicable to such disposition.


 




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Section 3.2 NO LEGAL ADVICE FROM THE COMPANY.
The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement
with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not
on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice
with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


Section 3.3 SOPHISTICATED INVESTOR. Investor
is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule
501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating the merits
and risks of an investment in the Registered Securities. Investor acknowledges that an investment in the Registered Securities
is speculative and involves a high degree of risk.


 


Section 3.4 AUTHORITY. (a) Investor has
the requisite power and authority to enter into and perform its obligations under this Agreement and the transactions contemplated
hereby in accordance with its terms; (b) the execution and delivery of this Agreement and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary action and no further consent or authorization of Investor
or its partners is required; and (c) this Agreement has been duly authorized and validly executed and delivered by Investor and
constitutes a valid and binding obligation of Investor enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies
or by other equitable principles of general application.


 


Section 3.5 NOT AN AFFILIATE. Investor
is not an officer, director or “affiliate” (as that term is defined in Rule 405 of Securities Act) of the Company.


 


Section 3.6 ORGANIZATION AND STANDING.
Investor is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware
and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
Investor is duly qualified and in good standing in every jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a material adverse
effect on Investor.


 


Section 3.7 ABSENCE OF CONFLICTS. The execution
and delivery of this Agreement and any other document or instrument contemplated hereby, and the consummation of the transactions
contemplated hereby and thereby, and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on Investor, (b) violate any provision of any indenture, instrument
or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is bound, or conflict with or
constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such
indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party, or (d) require
the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship
or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject.


 


Section 3.8 DISCLOSURE; ACCESS TO INFORMATION.
Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has had access to all publicly
available information with respect to the Company.


 




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Section 3.9 MANNER OF SALE. At no time
was Investor presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any
other form of general solicitation or advertising.


 


ARTICLE IV


 


REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company represents and warrants to Investor that, except
as disclosed in the SEC Documents:


 


Section 4.1 ORGANIZATION OF THE COMPANY.
The Company is a corporation duly organized and validly existing and in good standing under the laws of Florida and has all requisite
power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is
duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the
business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify
would not have a Material Adverse Effect.


 


Section 4.2 AUTHORITY. (a) The Company
has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the
Put Shares; (b) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated
hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company
or its Board of Directors or stockholders is required; and (c) each of this Agreement and has been duly executed and delivered
by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with
its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting
generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.


 


Section 4.3 CAPITALIZATION. As of the date
hereof, the authorized capital stock of the Company consists of 300,000,000 shares of Common Stock, $0.0001 par value per share,
of which 192,532,405 shares were issued and outstanding as of September 20, 2014. The Company has authorized three preferred classes.
The Authorized shares for each class are; Class A Preferred, 13,420 shares; Class B Preferred, 100,000 shares; and Class C Preferred,
100,000 shares. 13,420 shares of the Class A Preferred are issued & outstanding, 38,193 Class B Preferred are issued &
outstanding and 24,340 shares of Class C Preferred are issued & outstanding as of September 20, 2014. Except as otherwise disclosed
in the SEC Documents or on Schedule 4.3, there are no outstanding securities which are convertible into shares of Common Stock,
whether such conversion is currently exercisable or exercisable only upon some future date or the occurrence of some event in the
future. All of the outstanding shares of Common Stock of the Company have been duly and validly authorized and issued and are fully
paid and non-assessable.


 


Section 4.4 COMMON STOCK. The Company is
in full compliance with all reporting requirements of the Exchange Act, and the Company has maintained all requirements for the
continued listing or quotation of the Common Stock, and such Common Stock is currently listed or quoted on the Principal Market
which is presently the OTCQX.


 




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Section 4.5 SEC DOCUMENTS. The Company
may make available to Investor true and complete copies of the SEC Documents (including, without limitation, proxy information
and solicitation materials). To the Company’s knowledge, the Company has not provided to Investor any information that, according
to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has
not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements
of the Exchange Act, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Documents comply as to form and substance in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect
thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a
consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes
thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial position of the Company as of 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 year-end
audit adjustments).


 


Section 4.6 VALID ISSUANCES. When issued
and paid for as herein provided, the Put Shares shall be duly and validly issued, fully paid, and non-assessable. The sales of
the Put Shares pursuant to this Agreement, and the Company's performance of its obligations hereunder, shall not (a) result in
the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, or any of the assets of the
Company, or (b) entitle the holders of outstanding shares of Common Stock to preemptive or other rights to subscribe to or acquire
the Common Stock or other securities of the Company. The Put Shares shall not subject Investor to personal liability, in excess
of the subscription price by reason of the ownership thereof.


 


Section 4.7 NO CONFLICTS. The execution,
delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated
hereby, including without limitation the issuance of the Put Shares, do not and will not (a) result in a violation of the Company’s
Articles of Incorporation or By-Laws or (b) conflict with, or constitute a material default (or an event that with notice or lapse
of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any material agreement, indenture, instrument or any "lock-up" or similar provision of any underwriting
or similar agreement to which the Company is a party, or (c) result in a violation of any federal, state or local law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any
property or asset of the Company is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company
otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company is not being conducted
in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either singly
or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state or local
law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or
governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or issue and sell
the Common Stock in accordance with the terms hereof (other than any SEC, FINRA or state securities filings that may be required
to be made by the Company subsequent to any Closing, any registration statement that may be filed pursuant hereto); provided that,
for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant
representations and agreements of Investor herein.


 




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Section 4.8 NO MATERIAL ADVERSE CHANGE.
Since June 30, 2013 no event has occurred that would have a Material Adverse Effect on the Company.


 


Section 4.9 LITIGATION AND OTHER PROCEEDINGS.
Except as disclosed in the Company’s SEC filings, there are no lawsuits or proceedings pending or to the knowledge of the
Company threatened, against the Company, nor has the Company received any written or oral notice of any such action, suit, proceeding
or investigation, which would have a Material Adverse Effect. No judgment, order, writ, injunction or decree or award has been
issued by or, so far as is known by the Company, requested of any court, arbitrator or governmental agency which would have a Material
Adverse Effect.


 


Section 4.10 DILUTION. The number of shares
of Common Stock issuable as Put Shares may increase substantially in certain circumstances, including, but not necessarily limited
to, the circumstance wherein the trading price of the Common Stock declines during the period between the Effective Date and the
end of the Commitment Period. The Company’s executive officers and directors have studied and fully understand the nature
of the transactions contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors
of the Company has concluded in its good faith business judgment that such issuance is in the best interests of the Company. The
Company specifically acknowledges that, subject to Section 2.2(c), its obligation to issue the Put Shares is binding upon the Company
and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company.


 


ARTICLE V


 


COVENANTS OF INVESTOR


 


Section 5.1 COMPLIANCE WITH LAW; TRADING
IN SECURITIES. Investor's trading activities with respect to shares of the Common Stock will be in compliance with all applicable
state and federal securities laws, rules and regulations and the rules and regulations of FINRA and the Principal Market on which
the Common Stock is listed or quoted.


 


Section 5.2 SHORT SALES AND CONFIDENTIALITY.
Neither Investor nor any affiliate of the Investor acting on its behalf or pursuant to any understanding with it will execute any
Short Sales during the period from the date hereof to the end of the Commitment Period. For the purposes hereof, and in accordance
with Regulation SHO, the sale after delivery of a Put Notice of such number of shares of Common Stock reasonably expected to be
purchased under a Put Notice shall not be deemed a Short Sale. Other than to other Persons party to this Agreement, Investor has
maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms
of this transaction).


 


ARTICLE VI


 


COVENANTS OF THE COMPANY


 


Section 6.1 RESERVATION OF COMMON STOCK.
The Company will, from time to time as needed in advance of a Closing Date, reserve and keep available until the consummation of
such Closing, free of preemptive rights sufficient shares of Common Stock for the purpose of enabling the Company to satisfy its
obligation to issue the Put Shares to be issued in connection therewith. The number of shares so reserved from time to time, as
theretofore increased or reduced as hereinafter provided, may be reduced by the number of shares actually delivered hereunder.


 






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Section 6.2 LISTING OF COMMON STOCK. If
the Company applies to have the Common Stock traded on any other Principal Market, it shall include in such application the Put
Shares, and shall take such other action as is necessary or desirable in the reasonable opinion of Investor to cause the Common
Stock to be listed on such other Principal Market as promptly as possible. The Company shall use its commercially reasonable efforts
to continue the listing and trading of the Common Stock on the Principal Market (including, without limitation, maintaining sufficient
net tangible assets) and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws
or rules of the FINRA and the Principal Market.


 


Section 6.3 CERTAIN AGREEMENTS. From the
date of this Agreement to the earlier to occur of (a) the expiration of the Commitment Period or (b) the date in which the Company
has put to the Investor at least $5,000,000 worth of Put Shares, the Company covenants and agrees that it will not, without the
prior written consent of the Investor, enter into any other agreement with a third party during the Commitment Period having terms
and conditions substantially comparable to this Agreement. For the avoidance of doubt, nothing contained in the Transaction Documents
shall restrict, or require the Investor's consent for, any agreement providing for the issuance or distribution of (or the issuance
or distribution of) any equity securities pursuant to any agreement or arrangement that is not commonly understood to be a "registered
offering"


 


ARTICLE VII


 


CONDITIONS TO DELIVERY OF


 


PUT NOTICES AND CONDITIONS TO CLOSING


 


Section 7.1 CONDITIONS PRECEDENT TO THE
OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK. The obligation hereunder of the Company to issue and sell the Put Shares
to Investor is subject to the satisfaction of each of the conditions set forth below.


 


(a)ACCURACY OF INVESTOR'S REPRESENTATIONS
AND WARRANTIES. The representations and warranties of Investor shall be true and correct in all material respects as of the date
of thi s Agreement and as of the date of each such Closing as though made at each such time.


 


(b)PERFORMANCE BY INVESTOR. Investor
shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement
to be performed, satisfied or complied with by Investor at or prior to such Closing.


 


(c)PRINCIPAL MARKET REGULATION. The
Company shall not issue any Put Shares, and the Investor shall not have the right to receive any Put Shares, if the issuance of
such shares would exceed the aggregate number of shares of Common Stock which the Company may issue without breaching the Company’s
obligations under the rules or regulations of the Principal Market (the “EXCHANGE CAP”).


 




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Section 7.2 CONDITIONS PRECEDENT TO THE
RIGHT OF THE COMPANY TO DELIVER A PUT NOTICE AND THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The right of the Company to
deliver a Put Notice and the obligation of Investor hereunder to acquire and pay for the Put Shares is subject to the satisfaction
of each of the following conditions:


 


(a)EFFECTIVE REGISTRATION STATEMENT.
The Registration Statement, and any amendment or supplement thereto, shall remain effective for the sale by Investor of the Registered
Securities subject to such Put Notice, and (i) neither the Company nor Investor shall have received notice that the SEC has issued
or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn
the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened to do so and
(ii) no other suspension of the use or withdrawal of the effectiveness of such Registration Statement or related prospectus shall
exist.


 


(b)ACCURACY OF THE COMPANY'S REPRESENTATIONS
AND WARRANTIES. The representations and warranties of the Company shall be true and correct in all material respects (except for
representations and warranties specifically made as of a particular date), except for any conditions which have temporarily caused
any representations or warranties herein to be incorrect and which have been corrected with no continuing impairment to the Company
or Investor.


 


(c)PERFORMANCE BY THE COMPANY. The
Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company.


 


(d)NO INJUNCTION. No statute, rule,
regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court
or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects any of the transactions
contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or materially
adversely affecting any of the transactions contemplated by this Agreement.


 


(e)ADVERSE CHANGES. Since the date
of filing of the Company's most recent SEC Document, no event that had or is reasonably likely to have a Material Adverse Effect
has occurred.


 


(f)NO SUSPENSION OF TRADING IN OR DELISTING
OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the SEC, the Principal Market or the FINRA and
the Common Stock shall have been approved for listing or quotation on and shall not have been delisted from the Principal Market.


 


(g)INTENTIONALLY OMITTED.


 


(h)TEN PERCENT LIMITATION. On each
Closing Date, the number of Put Shares then to be purchased by Investor shall not exceed the number of such shares that, when aggregated
with all other shares of Common Stock then owned by Investor beneficially or deemed beneficially owned by Investor, would result
in Investor owning more than 9.99% of all of such Common Stock as would be outstanding on such Closing Date, as determined in accordance
with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section, in the event that
the amount of Common Stock outstanding as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated
thereunder is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is given,
the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether Investor, when aggregating
all purchases of Common Stock made pursuant to this Agreement, would own more than 9.99% of the Common Stock following such Closing
Date.


 




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(i)PRINCIPAL MARKET REGULATION. The
Company shall not issue any Put Shares, and the Investor shall not have the right to receive any Put Shares, if the issuance of
such shares would exceed the Exchange Cap.


 


(j)NO KNOWLEDGE. The Company shall
have no knowledge of any event more likely than not to have the effect of causing such Registration Statement to be suspended or
otherwise ineffective (which event is more likely than not to occur within the sixty (60) Trading Days following the Trading Day
on which such Put Notice is deemed delivered).


 


(k)NO VIOLATION OF SHAREHOLDER APPROVAL
REQUIREMENT. The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate the shareholder
approval requirements of the Principal Market.


 


(l)OTHER. On the date of delivery of
each Put Notice, Investor shall have received a certificate in substantially the form and substance of Exhibit B hereto, executed
by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as at
the date of each such certificate.


 


ARTICLE VIII


 


LEGENDS


 


Section 8.1 NO STOCK LEGEND OR STOCK TRANSFER
RESTRICTIONS. No legend shall be place on the shares representing the Put Shares.


 


Section 8.2 INVESTOR'S COMPLIANCE. Nothing
in this Article VIII shall affect in any way Investor's obligations under any agreement to comply with all applicable securities
laws upon the sale of the Common Stock.


 


ARTICLE IX


 


NOTICES; INDEMNIFICATION


 


Section 9.1 NOTICES. All notices, demands,
consents, approvals, and other requests, communications required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by hand delivery, telegram,
or electronic mail as a PDF, addressed as set forth below or to such other address as such party shall have specified most recently
by written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (i) upon hand delivery or delivery by electronic mail as a PDF, at the address below (if delivered on a business
day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is to be received) or (ii) on the second business day
following the date of mailing by express courier service or on the fifth business day after deposited in the mail, in each case,
fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.


 


The addresses for such communications shall be:


 




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If to the Company:


 


Cirque Energy, Inc.


 


645 Griswold Street


 


Suite 3274


 


Detroit MI 48226


 


(joed@cirque-energy.com)


 


If to Investor:


 


Kodiak Capital Group, LLC


 


260 Newport Center Drive


 


Newport Beach CA 92660


 


(ryan@kodiak-capital.us)


 


Either party hereto may from time to time change its address
or electronic mail for notices under this Section 9.1 by giving at least ten (10) days' prior written notice of such changed address
or electronic mail to the other party hereto.


 


Section 9.2 INDEMNIFICATION. Each party
(an “Indemnifying Party”) agrees to indemnify and hold harmless the other party along with its officers, directors,
employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”) from and against any Damages, joint or
several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or
relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement
on the part of Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or any post-effective amendment thereof or supplement thereto, or the omission or
alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,
(iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained
in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the
SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the
light of the circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities
Act, the Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages result primarily
from Indemnified Party's failure to perform any covenant or agreement contained in this Agreement or Indemnified Party's negligence,
recklessness or bad faith in performing its obligations under this Agreement; provided, however, that the foregoing indemnity agreement
shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon any
untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and
in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration
Statement, any post-effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended
or supplemented).


 




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Section 9.3 METHOD OF ASSERTING INDEMNIFICATION
CLAIMS. All claims for indemnification by any Indemnified Party (as defined below) under Section 9.2 shall be asserted and resolved
as follows:


 


(a)In the event any claim or demand
in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against or sought to be collected from
such Indemnified Party by a person other than a party hereto or an affiliate thereof (a "THIRD PARTY CLAIM"), the Indemnified
Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying the nature of and basis
for such Third Party Claim and for the Indemnified Party's claim for indemnification that is being asserted under any provision
of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably ascertainable, the estimated
amount, determined in good faith, of such Third Party Claim (a "CLAIM NOTICE") with reasonable promptness to the Indemnifying
Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives
notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect
to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been prejudiced by such failure of
the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending
thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined
below) (the "DISPUTE PERIOD") whether the Indemnifying Party disputes its liability or the amount of its liability to
the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the
Indemnified Party against such Third Party Claim.


 


(i)If the Indemnifying Party notifies
the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect
to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the right to defend, with counsel
reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim
by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a
final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party
in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the
payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2). The Indemnifying
Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however,
that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party's
delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take
any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided
further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying
Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party
elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim
controlled by the Indemnifying Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified
Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified
Party may takeover the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right
to indemnity under Section 9.2 with respect to such Third Party Claim.


 




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(ii)If the Indemnifying Party fails
to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant
to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the
Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified
Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate
proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be
settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which consent will not be unreasonably
withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement
thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense
of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party
Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying
Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount
of its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor
of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the
costs and expenses of the Indemnified Party's defense pursuant to this clause (ii) or of the Indemnifying Party's participation
therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable
costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate
in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this clause (ii), and the Indemnifying
Party shall bear its own costs and expenses with respect to such participation.


 


(iii)If the Indemnifying Party notifies
the Indemnified Party that it does not dispute its liability or the amount of its liability to the Indemnified Party with respect
to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying
Party disputes its liability or the amount of its liability to the Indemnified Party with respect to such Third Party Claim, the
amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party under Section
9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party
has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified
Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved
within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems
appropriate.


 


(b)In the event any Indemnified Party
should have a claim under Section 9.2 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified
Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying the nature of and basis for such
claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such
claim (an "INDEMNITY NOTICE") with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party
to give the Indemnity Notice shall not impair such party's rights hereunder except to the extent that the Indemnifying Party demonstrates
that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute
the claim or the amount of the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute
Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity Notice, the amount
of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 9.2
and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has
timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified
Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved
within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems
appropriate.


 




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(c)The Indemnifying Party agrees to
pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other
reasonable expenses incurred by them in connection with investigating or defending any such Claim.


 


(d)The indemnity provisions contained
herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party against the Indemnifying Party
or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 


ARTICLE X


 


MISCELLANEOUS


 


Section 10.1 GOVERNING LAW; JURISDICTION.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the
principles of conflicts of law. Each of the Company and Investor hereby submit to the exclusive jurisdiction of the United States
Federal and state courts located in New York with respect to any dispute arising under this Agreement, the agreements entered into
in connection herewith or the transactions contemplated hereby or thereby.


 


Section 10.2 JURY TRIAL WAIVER. The Company
and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto
against the other in respect of any matter arising out of or in connection with the Transaction Documents.


 


Section 10.3 ASSIGNMENT. This Agreement
shall be binding upon and inure to the benefit of the Company and Investor and their respective successors. Neither this Agreement
nor any rights of Investor or the Company hereunder may be assigned by either party to any other person.


 


Section 10.4 THIRD PARTY BENEFICIARIES.
This Agreement is intended for the benefit of the Company and Investor and their respective successors, and is not for the benefit
of, nor may any provision hereof be enforced by, any other person.


 


Section 10.5 TERMINATION. The Company may
terminate this Agreement at any time by written notice to the Investor. Additionally, this Agreement shall terminate at the end
of Commitment Period or as otherwise provided herein; provided, however, that the provisions of Articles IX, and Sections 10.1
and 10.2 shall survive the termination of this Agreement for a period of twenty four (24) months.


 


Section 10.6 ENTIRE AGREEMENT, AMENDMENT;
NO WAIVER. This Agreement and the instruments referenced herein contain the entire understanding of the Company and Investor with
respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement.


 




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Section 10.7 FEES AND EXPENSES. The Company
agrees to pay its own expenses in connection with the preparation of this Agreement and performance of its obligations hereunder.
The Company shall pay all stamp or other similar taxes and duties levied in connection with issuance of the Put Shares pursuant
hereto.


 


Section 10.8 COUNTERPARTS. This Agreement
may be executed in multiple counterparts, each of which may be executed by less than all of the parties and shall be deemed to
be an original instrument which shall be enforceable against the parties actually executing such counterparts and all of which
together shall constitute one and the same instrument. This Agreement may be delivered to the other parties hereto by electronic
mail of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.


 


Section 10.9 SEVERABILITY. In the event
that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective
if it materially changes the economic benefit of this Agreement to any party.


 


Section 10.10 FURTHER ASSURANCES. Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


Section 10.11 NO STRICT
CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual
intent, and no rules of strict construction will be applied against any party.


 


Section 10.12 EQUITABLE RELIEF. The Company
recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under this Agreement,
any remedy at law may prove to be inadequate relief to Investor. The Company therefore agrees that Investor shall be entitled to
temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.


 


Section 10.13 TITLES AND SUBTITLES. The
titles and subtitles used in this Agreement are used for the convenience of reference and are not to be considered in construing
or interpreting this Agreement.


 


Section 10.14 REPORTING ENTITY FOR THE
COMMON STOCK. The reporting entity relied upon for the determination of the Closing Price for the Common Stock on any given Trading
Day for the purposes of this Agreement shall be Bloomberg Finance L.P. or any successor thereto. The written mutual consent of
Investor and the Company shall be required to employ any other reporting entity.


 


Section 10.15 PUBLICITY. The Company and
Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect to the
transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement without
the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that no prior
consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide the other
parties with prior notice of such public statement.


 




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Notwithstanding the foregoing, the Company
shall not publicly disclose the name of Investor without the prior written consent of such Investor, except to the extent required
by law. Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be "material
contracts" as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to
file such documents as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. Investor
further agrees that the status of such documents and materials as material contracts shall be determined solely by the Company,
in consultation with its counsel.


 




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[SIGNATURE PAGE]


 


IN
WITNESS WHEREOF, the parties hereto have caused this Equity Purchase Agreement to be executed by the undersigned, thereunto
duly authorized, as of the date first set forth above.


 


	KODIAK CAPITAL GROUP, LLC	 
	 	 
	/s/ Ryan Hodson	 
	 	 
	By: Ryan Hodson, Managing Member 	 
	 	 
	CIRQUE ENERGY, INC.	 
	 	 
	/s/ Joseph DuRant	 
	 	 
	By: Joseph DuRant, Chief Executive Officer	 


 




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