Exhibit 10.82 


 


COMMON
STOCK PURCHASE AGREEMENT


 


COMMON
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of April 27, 2021, by and between GBT TECHNOLOGIES,
INC., a Nevada corporation (the “Company”), and CINEMASHARES, INC., a Nevada company (the “Buyer”).
Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.


 


WHEREAS:


 


Subject
to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Buyer, and the Buyer wishes to buy
from the Company, up to Ten Million Dollars ($10,000,000) of the Company’s common stock, par value $0.00001 per share (the “Common
Stock”). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares.”


 


NOW
THEREFORE, the Company and the Buyer hereby agree as follows:


 


1.            PURCHASE
OF COMMON STOCK.


 


Subject
to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Buyer, and the Buyer has the
obligation to purchase from the Company, Purchase Shares as follows:


 


(a)         
Commencement of Purchases of Common Stock. At any time after the Commencement (as defined below), the purchase and
sale of Purchase Shares hereunder may occur from time to time upon written notices by the Company to the Buyer on the terms and
conditions as set forth herein following the satisfaction of the conditions (the “Commencement”) as set forth
in Sections 6 and 7 below (the date of satisfaction of such conditions, the “Commencement Date”).


 


(b)
        The Company’s Right to Require Regular Purchases. Subject to the terms and conditions of this Agreement, on any given
Business Day after the Commencement Date, the Company shall have the right but not the obligation to direct the Buyer by its delivery
to the Buyer of a Purchase Notice from time to time, and the Buyer thereupon shall have the obligation, to buy the number of Purchase
Shares specified in such notice, up to 250,000 Purchase Shares, on such Business Day (as long as such notice is delivered on or
before 5:00 p.m. Eastern time on such Business Day) (each such purchase, a “Regular Purchase”) at the Purchase
Price on the Purchase Date; however, in no event shall the Purchase Amount of a Regular Purchase exceed Two Hundred Thousand Dollars
($200,000) per Business Day. The Company may deliver additional Purchase Notices to the Buyer from time to time so long as the
most recent purchase has been completed. The share amounts in this Section 1(b) shall be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. On each Closing
Date, the number of Purchase Shares then to be purchased by the Buyer shall not exceed the number of such shares that, when aggregated
with all other shares of Common Stock then owned by the Buyer beneficially or deemed beneficially owned by the Buyer, would result
in the Buyer owning more than 4.99% 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. 


 






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(c)
         Payment for Purchase Shares. For each Regular Purchase, the Buyer shall pay to the Company an amount equal to the Purchase
Amount as full payment for such Purchase Shares via wire transfer of immediately available funds on the same Business Day that
the Buyer receives such Purchase Shares. All payments made under this Agreement shall be made in lawful money of the United States
of America via wire transfer of immediately available funds to such account as the Company may from time to time designate by
written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this
Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business
Day.


 


(d)
         Purchase Price Floor. The Company and the Buyer shall not effect any sales under this Agreement on any Purchase Date
where the Closing Sale Price is less than the Floor Price. “Floor Price” means $0.005 per share of Common Stock,
which shall not be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other
similar transaction.


 


(e)
         Records of Purchases. The Buyer and the Company shall each maintain records showing the remaining Available Amount
at any given time and the dates and Purchase Amounts for each purchase, or shall use such other method reasonably satisfactory
to the Buyer and the Company to reconcile the remaining Available Amount.


 


(f)
          Taxes. The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance
and delivery of any shares of Common Stock to the Buyer made under this Agreement.


 


(g)         
Beneficial Ownership Limitation. The Company shall not issue and the Buyer shall not purchase any shares of Common
Stock under this Agreement if such shares proposed to be issued and sold, when aggregated with all other shares of Common Stock
then owned beneficially (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934
Act”) and Rule 13d-3 promulgated thereunder) by the Buyer and its affiliates would result in the beneficial ownership
by the Buyer and its affiliates of more than 4.99% of the then issued and outstanding shares of Common Stock.


 


2.            BUYER’S
REPRESENTATIONS AND WARRANTIES.


 


The
Buyer represents and warrants to the Company that as of the date hereof and as of the Commencement Date:


 


(a)         
Investment Purpose. The Buyer is entering into this Agreement and acquiring the Purchase Shares for its own account for
investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof; provided
however, by making the representations herein, the Buyer does not agree to hold any of the Purchase Shares for any minimum or
other specific term.


 






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(b)         
Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a)(3)
of Regulation D of the 1933 Act.


 


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


 


(d)         
Information. The Buyer has been furnished with all materials relating to the business, finances and operations of the
Company and materials relating to the offer and sale of the Purchase Shares that have been reasonably requested by the Buyer,
including, without limitation, the SEC Documents (as defined in Section 3(f) hereof). The Buyer understands that its investment
in the Purchase Shares involves a high degree of risk. The Buyer (i) is able to bear the economic risk of an investment in the
Purchase Shares including a total loss, (ii) has such knowledge and experience in financial and business matters that it is capable
of evaluating the merits and risks of the proposed investment in the Purchase Shares and (iii) has had an opportunity to ask questions
of and receive answers from the officers of the Company concerning the financial condition and business of the Company and other
matters related to an investment in the Purchase Shares. Neither such inquiries nor any other due diligence investigations conducted
by the Buyer or its representatives shall modify, amend or affect the Buyer’s right to rely on the Company’s representations and
warranties contained in Section 3 below. The Buyer has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to its acquisition of the Purchase Shares.


 


(e)
          No Governmental Review. The Buyer understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Purchase Shares or the fairness or suitability
of the investment in the Purchase Shares nor have such authorities passed upon or endorsed the merits of the offering of the Purchase
Shares.


 


(f)
          Transfer or Sale. The Buyer understands that except as provided in the Registration Rights Agreement (as defined in
Section 4(a) hereof): (i) the Purchase Shares have not been and are not being registered under the 1933 Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder or (B) an exemption
exists permitting such Purchase Shares to be sold, assigned or transferred without such registration; (ii) any sale of the Purchase
Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not
applicable, any resale of the Purchase Shares under circumstances in which the seller (or the person through whom the sale is
made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption
under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under
any obligation to register the Purchase Shares under the 1933 Act or any state securities laws or to comply with the terms and
conditions of any exemption thereunder.


 






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(g)
         Organization. The Buyer is a corporation duly organized and validly existing in good standing under the laws of the
jurisdiction in which it is organized, and has the requisite organizational power and authority to own its properties and to carry
on its business as now being conducted.


 


(h)         
Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the
Buyer and is a valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms, subject as
to enforceability to (i) general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and (ii)
public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with
regards to indemnification, contribution or exculpation. The execution and delivery of the Transaction Documents (as defined in
Section 3(b) hereof) by the Buyer and the consummation by it of the transactions contemplated hereby and thereby do not conflict
with the Buyer’s certificate of organization or operating agreement or similar documents, and do not require further consent or
authorization by the Buyer, its managers or its members.


 


(i)
           No Prior Short Selling. The Buyer represents and warrants to the Company that at no time prior to the date of this
Agreement has any of the Buyer, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly
or indirectly, any (i) “short sale” (as such term is defined in Section 242.200 of Regulation SHO of the 1934 Act) of
the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.


 


3.            REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The
Company represents and warrants to the Buyer that as of the date hereof and as of the Commencement Date:


 


(a)         
Organization and Qualification. The Company and its “Subsidiaries” (which for purposes of this Agreement
means any entity in which the Company, directly or indirectly, owns more than 50% of the voting stock or capital stock or other
similar equity interests) are corporations or limited liability companies duly organized and validly existing in good standing
under the laws of the jurisdiction in which they are incorporated or organized, and have the requisite corporate or organizational
power and authority to own their properties and to carry on their business as now being conducted. Each of the Company and its
Subsidiaries is duly qualified as a foreign corporation or limited liability company to do business and is in good standing in
every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good standing could not reasonably be expected to have a Material
Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on any
of: (i) the business, properties, assets, operations, results of operations or financial condition of the Company and its Subsidiaries,
if any, taken as a whole, or (ii) the authority or ability of the Company to perform its obligations under the Transaction Documents.
The Company has no material Subsidiaries except as set forth in the SEC Documents.


 






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(b)         
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into
and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements entered into
by the parties on the Commencement Date and attached hereto as exhibits to this Agreement (collectively, the “Transaction
Documents”), and to issue the Purchase Shares in accordance with the terms hereof and thereof, (ii) the execution and
delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby,
including without limitation, the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement,
have been duly authorized by the Company’s Board of Directors or duly authorized committee thereof, do not conflict with the Company’s
Articles of Incorporation or Bylaws (as defined below), and do not require further consent or authorization by the Company, its
Board of Directors, except as set forth in this Agreement, or its stockholders (other than as contemplated by Section 1(h) hereof),
(iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered
by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company,
shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms,
except as such enforceability may be limited by (y) general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies
and (z) public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation)
with regards to indemnification, contribution or exculpation.


 


(c)        
Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000,000
shares of Common Stock, par value $0.00001 per share, of which as of the date hereof, [*]
shares are issued and outstanding, [*] shares are held as treasury shares, [*] shares are reserved for future issuance pursuant
to the Company’s equity incentive plans, of which approximately 202,329 shares remain available for future option grants or stock
awards, and [*] shares are issuable and reserved for issuance pursuant to
securities (other than stock options or equity based awards issued pursuant to the Company’s stock incentive plans) exercisable
or exchangeable for, or convertible into, shares of Common Stock, and (ii) [*] shares of
preferred stock, of which as of the date hereof [*], [*], [*], [*] and [*] are designated as Series B, C, D, G and H preferred
stock, respectively, of which [*], [*], [*], [*] and [*] of Series, B, C D, G and H are issued and outstanding, respectively.
All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and non-assessable. Except
as disclosed in the SEC Documents (as defined below) (i) no shares of the Company’s capital stock are subject to preemptive rights
or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt
securities of the Company or any of its Subsidiaries, (iii) there are no outstanding options, warrants, scrip, rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital
stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company
or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries
or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities
or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv) there are no material
agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their
securities under the 1933 Act (except the Registration Rights Agreement), (v) there are no outstanding securities or instruments
of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments,
understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of
the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions
that will be triggered by the issuance of the Purchase Shares as described in this Agreement and (vii) the Company does not have
any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has
furnished or made available to the Buyer true and correct copies of the Company’s Articles of Incorporation, as amended and as
in effect on the date hereof (the “Articles of Incorporation”), and the Company’s Bylaws, as amended and as in
effect on the date hereof (the “Bylaws”).


 






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(d)         
Issuance of Purchase Shares. At least [*] shares of Common Stock have
been duly authorized and reserved for issuance upon future purchase as Purchase Shares under this Agreement. Upon issuance and
payment therefore in accordance with the terms and conditions of this Agreement, the Purchase Shares shall be validly issued,
fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being
entitled to all rights accorded to a holder of Common Stock.


 


(e)         
No Conflicts. Except as disclosed in SEC Documents, the execution, delivery and performance of the Transaction Documents
by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation,
the reservation for issuance and issuance of the Purchase Shares) will not (i) result in a violation of the Articles of Incorporation,
any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the Bylaws
or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which the Company or any of its Subsidiaries is a party, or result, to the Company’s knowledge, in a violation of any law,
rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations
of the Principal Market applicable to the Company or any of its Subsidiaries) or by which any property or asset of the Company
or any of its Subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations under clause (ii), which could not reasonably be expected to result in a Material Adverse Effect.
Except as disclosed in the SEC Documents, neither the Company nor its Subsidiaries is in violation of any term of or in default
under its Articles of Incorporation, including any Certificate of Designation, Preferences and Rights of any outstanding series
of preferred stock of the Company, or Bylaws or their organizational charter or bylaws, respectively. Except as disclosed in the
SEC Documents, neither the Company nor any of its Subsidiaries is in violation of any term of or is in default under any material
contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation
applicable to the Company or its Subsidiaries, except for possible violations, defaults, terminations or amendments that could
not reasonably be expected to have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted,
and shall not be conducted, in violation of any law, ordinance, or regulation of any governmental entity, except for possible
violations, the sanctions for which either individually or in the aggregate could not reasonably be expected to have a Material
Adverse Effect. Except as specifically contemplated by this Agreement, reporting obligations under the 1934 Act or as required
under the 1933 Act or applicable state securities laws or the filing of a Listing of Additional Shares Notification Form with
the Principal Market, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform
any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except
as disclosed in the SEC Documents and for reporting obligations under the 1934 Act, all consents, authorizations, orders, filings
and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on
or prior to the Commencement Date. Except as disclosed in Schedule 3(e), the Company is not subject to any notices or actions
from or to the Principal Market, other than routine matters incident to listing on the Principal Market and not involving a violation
of the rules of the Principal Market. Except as disclosed in SEC Documents, to the Company’s knowledge, the Principal Market has
not commenced any delisting proceedings against the Company.


 






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(f)          
SEC Documents; Financial Statements. Since January 1, 2021, the Company has filed all reports, schedules, forms, statements
and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the
foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and
documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their
respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements
of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the
SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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. As of their respective dates (except
as they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form
in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect
thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently
applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto
or (ii) in the case of unaudited interim statements, to the extent they may exclude 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 its
operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
Except as disclosed in routine correspondence, such as comment letters and notices of effectiveness in connection with previously
filed registration statements or periodic reports publicly available on EDGAR, to the Company’s knowledge, the Company or any
of its Subsidiaries are not on the date hereof the subject of any inquiry, investigation or action by the SEC.


 






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(g)        
Absence of Certain Changes. Since January 31, 2021, there has been no material adverse change in the business, properties,
operations, financial condition or results of operations of the Company or its Subsidiaries taken as a whole. For purposes of
this Agreement, neither a decrease in cash or cash equivalents or in the market price of the Common Stock nor losses incurred
in the ordinary course of the Company’s business shall be deemed or considered a material adverse change. The Company has not
taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the
Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy
or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as they become due.


 


(h)         
Absence of Litigation. Except as disclosed in the SEC Documents, to the Company’s knowledge, there is no action, suit,
proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or
body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against the Company, the Common Stock
or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities
as such, which could reasonably be expected to have a Material Adverse Effect (each, an “Action”).


 


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


  


(j)
          Intellectual Property Rights. To the Company’s knowledge, the Company and its Subsidiaries own or possess adequate rights or
licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property
rights (collectively, “Intellectual Property”) necessary to conduct their respective businesses as now conducted,
except as set forth in the SEC Documents or to the extent that the failure to own, possess, license or otherwise hold adequate
rights to use Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed
in the SEC Documents, to the Company’s knowledge, none of the Company’s active and registered Intellectual Property have
expired or terminated, or, by the terms and conditions thereof, will expire or terminate within two years from the date of this
Agreement, except as would not reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries do not
have any knowledge of any infringement by the Company or its Subsidiaries of any Intellectual Property of others and, except as set
forth on the SEC Documents, there is no claim, action or proceeding being made or brought against, or to the Company’s
knowledge, being threatened against, the Company or its Subsidiaries regarding Intellectual Property, which could reasonably be
expected to have a Material Adverse Effect.


 






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(k)
         Environmental Laws. To the Company’s knowledge, the Company and its Subsidiaries (i) are in material compliance with
any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety
or the environment and with respect to hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental
Laws”), (ii) have received all material permits, licenses or other approvals required of them under applicable Environmental
Laws to conduct their respective businesses and (iii) are in material compliance with all terms and conditions of any such permit,
license or approval, except where, in each of the three foregoing clauses, the failure to so comply or receive such approvals
could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(l)          
Title. The Company and its Subsidiaries have good and marketable title to all personal property owned by them that
is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects
except such as are described in the SEC Documents or such as do not materially affect the value of such property and do not interfere
with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property and facilities held under
lease by the Company and any of its Subsidiaries, to the Company’s knowledge, are held by them under valid, subsisting and enforceable
leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property
and buildings by the Company and its Subsidiaries.


 


(m)       
Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as management of the Company believes to be reasonable and customary in the
businesses in which the Company and its Subsidiaries are engaged. To the Company’s knowledge, since January 1, 2021, neither the
Company nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any
such Subsidiary, to the Company’s knowledge, will be unable 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 at a cost that would
not reasonably be expected to have a Material Adverse Effect.


 


(n)         
Regulatory Permits. The Company and its Subsidiaries possess all material certificates, authorizations and permits
issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses as
currently conducted, except when the failure to so possess such certificates, authorizations or permits could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary
has received any written notice of proceedings relating to the revocation or modification of any such material certificate, authorization
or permit.


 






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(o)
         Tax Status. The Company and each of its Subsidiaries has made or filed all federal and state income and all other material
tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that
the Company and each of its Subsidiaries has set aside on its books reserves reasonably adequate for the payment of all unpaid
and unreported taxes or filed valid extensions) and has paid all taxes and other governmental assessments and charges that are
material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good
faith and has set aside on its books reserves reasonably adequate for the payment of all taxes for periods subsequent to the periods
to which such returns, reports or declarations apply. To the Company’s knowledge, there are no unpaid taxes in any material amount
claimed to be due by the taxing authority of any jurisdiction.


 


(p)          
Transactions With Affiliates. Except as set forth in the SEC Documents, and other than the grant or exercise of stock options
or any other equity securities offered pursuant to duly adopted stock or incentive compensation plans as disclosed in the SEC
Documents, none of the officers, directors or employees of the Company is on the date hereof a party to any transaction with the
Company or any of its Subsidiaries (other than for services as employees, officers and directors and reimbursement for expenses
incurred on behalf of the Company), including any contract, agreement or other arrangement providing for the furnishing of services
to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any
officer, director, or any such employee has a material interest or is an officer, director, trustee or general partner.


 


(q)
          Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement
Date all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison
pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles of Incorporation
or the laws of the state of its incorporation, other than Section 203 of the Delaware General Corporation Law, which is or could
become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation,
the Company’s issuance of the Purchase Shares and the Buyer’s ownership of the Purchase Shares.


 


4.            COVENANTS.


 


(a)
         Filing of Form 8-K and Registration Statement. The Company agrees that it shall, within the time required under the
1934 Act, file a Current Report on Form 8-K disclosing this Agreement and the transaction contemplated hereby. The Company shall
also file within ten (10) Business Days from the date hereof a new registration statement covering the sale of the Purchase Shares
by the Buyer in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of
the date hereof (“Registration Rights Agreement”).


 






    	10



    	 



    

 


(b)
         Blue Sky. The Company shall take such action, if any, as is reasonably necessary in order to obtain an exemption for
or to qualify (i) the initial issuance of the Purchase Shares to the Buyer under this Agreement and (ii) any subsequent sale of
the Purchase Shares by the Buyer, in each case, under applicable securities or “Blue Sky” laws of the states of the
United States in such states as is reasonably requested by the Buyer from time to time, and shall provide evidence of any such
action so taken to the Buyer at its written request; provided, however, that the Company shall not be obligated to file any general
consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which
it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise
so subject.


 


(c)          
Listing. The Company shall promptly secure the listing of all of the Purchase Shares upon each national securities
exchange or over-the-counter trading platform that requires an application by the Company for listing, if any, upon which shares
of Common Stock are then listed (subject to official notice of issuance) and shall maintain such listing, so long as any other
shares of Common Stock shall be so listed. The Company shall use its reasonable best efforts to maintain the Common Stock’s listing
on the Principal Market in accordance with the requirements of the Registration Rights Agreement. The Company shall pay all fees
and expenses in connection with satisfying its obligations under this Section.


 


(d)         
Limitation on Short Sales and Hedging Transactions. The Buyer agrees that beginning on the date of this Agreement and
ending on the date of termination of this Agreement as provided in Section 11(k), the Buyer and its agents, representatives and
affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as
such term is defined in Section 242.200 of Regulation SHO of the 1934 Act) of the Common Stock or (ii) hedging transaction, which
establishes a net short position with respect to the Common Stock.


 


(f)          
Due Diligence. The Buyer shall have the right, from time to time as the Buyer may reasonably request, to perform reasonable
due diligence on the Company during normal business hours and subject to reasonable prior notice to the Company. The Company and
its officers and employees shall provide information and reasonably cooperate with the Buyer in connection with any reasonable
request by the Buyer related to the Buyer’s due diligence of the Company, including, but not limited to, any such request made
by the Buyer in connection with (i) the filing of the registration statement described in Section 4(a) hereof and (ii) the Commencement;
provided, however, that at no time is the Company required to disclose material nonpublic information to the Buyer or breach any
obligation of confidentiality or non-disclosure to a third party or make any disclosure that could cause a waiver of attorney-client
privilege. Except as may be required by law, court order or governmental authority, each party hereto agrees not to disclose any
Confidential Information of the other party to any third party and shall not use the Confidential Information of such other party
for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby; provided, that to the
extent such disclosure is required by law, court order or governmental authority, the receiving party shall provide the disclosing
party with reasonable prior written notice of such disclosure and make a reasonable effort to assist the disclosing party in obtaining
a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used
only for the purposes for which the law, court order or governmental authority requires. Each party hereto acknowledges that the
Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures
to protect the secrecy of any Confidential Information disclosed by the other party.


 






    	11



    	 



    

 


(g)         
Disposition of Purchase Shares. The Buyer shall not sell any Purchase Shares except as provided in this Agreement,
the Registration Rights Agreement and the “Plan of Distribution” section of the prospectus included in the Registration
Statement (as defined in the Registration Rights Agreement). The Buyer shall not transfer any Purchase Shares except pursuant
to sales described in the “Plan of Distribution” section of the prospectus included in the Registration Statement or
pursuant to Rule 144 under the 1933 Act. In the event of any sales of Purchase Shares pursuant to the Registration Statement,
the Buyer will (i) effect such sales pursuant to the “Plan of Distribution” section of the prospectus included in the
Registration Statement, and (ii) will comply with all applicable prospectus delivery requirements.


 


5.            TRANSFER
AGENT INSTRUCTIONS.


 


So
long as the Buyer complies with its obligations in Section 4(g), all of the Purchase Shares to be issued under this Agreement
shall be issued without any restrictive legend unless the Buyer expressly consents otherwise. The Company shall issue irrevocable
instructions to the Transfer Agent, and any subsequent transfer agent, to issue Common Stock in the name of the Buyer for the
Purchase Shares (the “Irrevocable Transfer Agent Instructions”). The Company warrants to the Buyer that, so long
as the Buyer complies with its obligations in Section 4(g), no instruction other than the Irrevocable Transfer Agent Instructions
referred to in this Section 5, will be given by the Company to the Transfer Agent with respect to the Purchase Shares and that
the Purchase Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided
in this Agreement and the Registration Rights Agreement.


 


CONDITIONS
TO THE COMPANY’S RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK UNDER THIS AGREEMENT.


 


The
right of the Company hereunder to commence sales of the Purchase Shares is subject to the satisfaction of each of the following
conditions on or before the Commencement Date (the date that the Company may begin sales of Purchase Shares):


 


(a)
         The Buyer shall have executed each of the Transaction Documents and delivered the same to the Company;


 


(b)
         The representations and warranties of the Buyer shall be true and correct as of the Commencement Date as though made at that
time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material
respects as of such specific date) and the Buyer shall have performed, satisfied and complied in all material respects with the
covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the
Commencement Date; and


 






    	12



    	 



    

 


(c)
         A registration statement covering the sale of the Purchase Shares by the Buyer shall have been declared effective under the
1933 Act by the SEC and no stop order with respect to the registration statement shall be pending or, to the knowledge of the
Company, threatened by the SEC.


 


7.            CONDITIONS
TO THE BUYER’S OBLIGATION TO MAKE PURCHASES OF SHARES OF COMMON STOCK.


 


The
obligation of the Buyer to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions
on or before the Commencement Date (the date that the Company may begin sales of Purchase Shares) and once such conditions have
been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:


 


(a)
         The Company shall have executed each of the Transaction Documents and delivered the same to the Buyer;


 


(b)          The
Common Stock shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within
the last 365 days suspended by the SEC or the Principal Market, other than a general halt in trading in the Common Stock by the
Principal Market under halt codes indicating pending or released material news, and the Purchase Shares shall be approved for
listing upon the Principal Market;


 


(c)
         The Buyer shall have received the opinion of the Company’s legal counsel dated as of the Commencement Date in customary form
and substance;


 


(d)         
The representations and warranties of the Company shall be true and correct in all material respects (except to the extent
that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such
representations and warranties shall be true and correct without further qualification) as of the date of this Agreement and as
of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date,
which shall be true and correct in all material respects as of such specific date) and the Company shall have performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be
performed, satisfied or complied with by the Company at or prior to the Commencement Date.


 


(f)           
The Board of Directors of the Company or a duly authorized committee thereof shall have adopted resolutions approving this
Agreement and the Registration Rights Agreement, which shall be in full force and effect without any amendment or supplement thereto
as of the Commencement Date;


 


(g)
         As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the
purpose of effecting future purchases of Purchase Shares hereunder, at least [*]
shares of Common Stock;


 






    	13



    	 



    

 


(h)
         The Irrevocable Transfer Agent Instructions, in form acceptable to the Buyer shall have been signed by the Company and the
Buyer and have been delivered to the Transfer Agent;


 


(i)
          The Company shall have delivered to the Buyer a certificate evidencing the incorporation and good standing of the Company
in the State of Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10) Business Days of the
Commencement Date;


 


(j)
         The Company shall have delivered to the Buyer a secretary’s certificate executed by the Secretary of the Company, dated as
of the Commencement Date;


 


(l)
          A registration statement covering the sale of such number of Purchase Shares as reasonably determined by the Company shall
have been declared effective under the 1933 Act by the SEC and no stop order with respect thereto shall be pending or threatened
by the SEC. The Company shall have prepared and delivered to the Buyer a final and complete form of prospectus, dated and current
as of the Commencement Date, to be used by the Buyer in connection with any sales of any Purchase Shares, and to be filed by the
Company one (1) Business Day after the Commencement Date pursuant to Rule 424(b). The Company shall have made all filings under
all applicable federal and state securities laws necessary to consummate the issuance of the Purchase Shares pursuant to this
Agreement in compliance with such laws;


 


(m)
        No Event of Default has occurred and is continuing, or any event which, after notice and/or lapse of time, would become an
Event of Default has occurred;


 


(n)
        The Company shall have provided the Buyer with the information reasonably requested by the Buyer in connection with its due
diligence requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(f) hereof.


 


8.            INDEMNIFICATION.


 


In
consideration of the Buyer’s execution and delivery of the Transaction Documents and acquiring the Purchase Shares hereunder and
in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify
and hold harmless the Buyer and all of its affiliates, members, officers, directors, and employees, and any of the foregoing person’s
agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) (collectively, the “Indemnitees”) from and against any and all third party actions, causes
of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective
of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable
and documented attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee
as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by
the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b)
any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate,
instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such
Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents
or any other certificate, instrument or document contemplated hereby or thereby, other than with respect to Indemnified Liabilities
which directly and primarily result from (A) a breach of any of the Buyer’s representations and warranties, covenants or agreements
contained in this Agreement, or (B) the gross negligence, bad faith or willful misconduct of the Buyer or any other Indemnitee.
To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum
contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.


 






    	14



    	 



    

 


9.            EVENTS
OF DEFAULT.


 


An
“Event of Default” shall be deemed to have occurred at any time as any of the following events occurs:


 


(a)
        during any period in which the effectiveness of any registration statement is required to be maintained pursuant to the terms
of the Registration Rights Agreement, the effectiveness of such registration statement lapses for any reason (including, without
limitation, the issuance of a stop order) or is unavailable to the Buyer for the sale of all of the Registrable Securities (as
defined in the Registration Rights Agreement), and such lapse or unavailability continues for a period of ten (10) consecutive
Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, which is not in connection with
a Permitted Delay (as defined in the Registration Rights Agreement), post-effective amendment to any such registration statement
or the filing of a new registration statement; provided, however, that in connection with any post-effective amendment to such
registration statement or filing of a new registration statement that is required to be declared effective by the SEC, such lapse
or unavailability may continue for a period of no more than thirty (30) consecutive Business Days, which such period shall be
extended for an additional thirty (30) Business Days if the Company receives a comment letter from the SEC in connection therewith;


 


(b)
          the suspension from trading or failure of the Common Stock to be listed on a Principal Market for a period of three (3) consecutive
Business Days;


 


(c)
          the delisting of the Common Stock from the Principal Market;


 


(d)
         the failure for any reason by the Transfer Agent to issue Purchase Shares to the Buyer within five (5) Business Days after
the applicable Purchase Date that the Buyer is entitled to receive;


 


(e)           the
Company’s breach of any representation or warranty (as of the dates made), covenant or other term or condition under any Transaction
Document if such breach could reasonably be expected to have a Material Adverse Effect and except, in the case of a breach of
a covenant which is reasonably curable, only if such breach continues uncured for a period of at least five (5) Business Days;


 


(f)
           if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;


 






    	15



    	 



    

 


(g)           if
the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry
of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially
all of its property, (D) makes a general assignment for the benefit of its creditors or (E) becomes insolvent;


 


(h)
          a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company
in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders
the liquidation of the Company or any Subsidiary; or


 


(i)
           if at any time after the Commencement Date, the Exchange Cap is reached unless and until stockholder approval has been obtained
pursuant to Section 1(h) hereof. The Exchange Cap shall be deemed to be reached at such time if, upon submission of a Purchase
Notice or VWAP Purchase Notice under this Agreement, the issuance of such shares of Common Stock would exceed the number of shares
of Common Stock which the Company may issue under this Agreement without breaching the Company’s obligations under the rules or
regulations of the Principal Market.


 


So
long as an Event of Default has occurred and is continuing, or if any event which, after notice and/or lapse of time, would become
an Event of Default, has occurred and is continuing, or so long as the Closing Sale Price is below the Floor Price, the Company
may not require and the Buyer shall not be obligated or permitted to purchase any shares of Common Stock under this Agreement.
If pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding
against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company
makes a general assignment for the benefit of its creditors, (any of which would be an Event of Default as described in Sections
9(f), 9(g) and 9(h) hereof) this Agreement shall automatically terminate without any liability or payment to the Company without
further action or notice by any Person. No such termination of this Agreement under Section 11(k)(i) shall affect the Company’s
or the Buyer’s obligations under this Agreement with respect to pending purchases and the Company and the Buyer shall complete
their respective obligations with respect to any pending purchases under this Agreement.


 


For
purposes of this Agreement, the following terms shall have the following meanings:


 


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


 


(b)
         “Available Amount” means initially Ten Million Dollars ($10,000,000)
in the aggregate which amount shall be reduced by the Purchase Amount each time the Buyer purchases shares of Common Stock
pursuant to Section 1 hereof.


 


(c)
         “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 






    	16



    	 



    

 


(d)
          “Business Day” means any day on which the Principal Market is open for trading during normal trading hours
(i.e., 9:30 a.m. to 4:00 p.m. Eastern Time), including any day on which the Principal Market is open for trading for a period
of time less than the customary time.


 


(e)
          “Closing Sale Price” means the last closing trade price for the Common Stock on the Principal Market as reported
by the Principal Market.


 


(f)
          “Confidential Information” means any information disclosed by either party to the other party, either directly
or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes,
samples, plant and equipment), which is designated as “Confidential,” “Proprietary” or some similar designation.
Information communicated orally shall be considered Confidential Information if such information is expressly identified as Confidential
Information at the time of such initial disclosure and confirmed in writing as being Confidential Information within ten (10)
Business Days after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party
by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally
available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally
available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party
or its affiliates; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party
as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving
party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed
by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and
other competent evidence in the receiving party’s possession.


 


(g)
         “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


(h)
         “Maturity Date” means the date that is thirty (30) months from the Commencement Date.


 


(i)
           “Person” means an individual or entity including any limited liability company, a partnership, a joint venture,
a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.


 


(j)
          “Principal Market” means the OTC Pink maintained by the OTC Markets Group, Inc.; provided however, that in
the event the Company’s Common Stock is ever listed or traded on the New York Stock Exchange, the NYSE American, the Nasdaq Global
Select Market, the Nasdaq Global Market, the OTCQB Marketplace, the OTCQX or any other tier maintained by the OTC Markets Group,
Inc., then the “Principal Market” shall mean such other market or exchange on which the Company’s Common Stock is then
listed or traded.


 






    	17



    	 



    

 


(k)
         “Purchase Amount” means, with respect to any particular purchase made hereunder, the portion of the Available
Amount to be purchased by the Buyer pursuant to Section 1 hereof as set forth in a valid Purchase Notice which the Company delivers
to the Buyer.


 


(l)          
“Purchase Date” means, with respect to any Regular Purchase made hereunder, the Business Day of receipt by
the Buyer of a valid Purchase Notice that the Buyer is to buy Purchase Shares pursuant to Section 1(b) hereof.


 


(m)
        “Purchase Notice” shall mean an irrevocable written notice from the Company to the Buyer directing the Buyer
to buy Purchase Shares pursuant to Section 1(b) hereof as specified by the Company therein at the applicable Purchase Price on
the Purchase Date.


 


(n)         
“Purchase Price” means the product equal to the lesser of (i) the lowest
Sale Price of the Common Stock on the Purchase Date or (ii) the arithmetic average of the three (3) lowest Closing Sale Prices
for the Common Stock during the ten (10) consecutive Business Days ending on the Business Day immediately preceding such Purchase
Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split
or other similar transaction) multiplied by 0.9.


 


(o)
         “Sale Price” means any trade price for the shares of Common Stock on the Principal Market during normal trading
hours, as reported by the Principal Market.


 


(p)
         “SEC” means the U.S. Securities and Exchange Commission.


 


(q)
         “Transfer Agent” means the transfer agent of the Company as set forth in Section 11(f) hereof or such other
person who is then serving as the transfer agent for the Company in respect of the Common Stock.


 


11.          MISCELLANEOUS.


 


(a)          
Governing Law; Jurisdiction; Jury Trial. The corporate laws of the State of Nevada shall govern all issues concerning the
relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and
interpretation of this Agreement and the other Transaction Documents shall be governed by the internal laws of the State of California,
without giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or any other
jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of California. Each party
hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the Los Angeles, for the adjudication
of any dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with any transaction
contemplated hereby or discussed herein, 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 brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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
to such party at the address for such 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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


 






    	18



    	 



    

 


(b)
          Counterparts. This Agreement may be executed in two or more identical counterparts, all of which 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; provided that a facsimile or pdf (or other electronic reproduction) signature shall be considered due execution and shall
be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or
PDF (or other electronic reproduction) signature.


 


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


 


(d)
           Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or
the validity or enforceability of any provision of this Agreement in any other jurisdiction.


 


(e)           
Entire Agreement. This Agreement and the Registration Rights Agreement supersede all other prior oral or written agreements
between the Buyer, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein,
and this Agreement, the other Transaction Documents and the instruments referenced herein contain the entire understanding of
the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. Each of the
Company and the Buyer acknowledges and agrees that it has not relied on, in any manner whatsoever, any representations or statements,
written or oral, other than as expressly set forth in this Agreement.


 


(f)           
Notices. Any notices, consents or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by
the sending party); (iii) upon receipt, when sent by electronic message (provided the recipient responds to the message and confirmation
of both electronic messages are kept on file by the sending party); or (iv) one (1) Business Day after timely deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be:


 


If
to the Company:


 





	 	GBT
    Technologies, Inc.	 
	 	2450
    Colorado Ave., Suite 100E	 
	 	Santa
    Monica, CA 90404	 
	 	Telephone:
    888-685-7336	 
	 	Attention:
    Mansour Khatib 	 
	 	Email:
    Mansour.Khatib@gopherprotocol.com	 


 





If
to the Buyer:


 


	 	Telephone:	 	 
	 	Facsimile:	 	 
	 	Attention:	 	 
	 	Email:	 	 


 





If
to the Transfer Agent: 


	 	 	 
	 	Telephone:
    (775) 322-0626	 
	 	Attention:
    Tiffany Baxter	 
	 	Email:
    tiffany@natco.com
    	 


 





or
at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified
by written notice given to each other party at least one (1) Business Day prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine containing the time, date, and recipient facsimile number, (C) electronically generated by the
sender’s electronic mail containing the time, date and recipient email address or (D) provided by a nationally recognized overnight
delivery service, shall be rebuttable evidence of receipt in accordance with clause (i), (ii), (iii) or (iv) above, respectively.


 


(g)         
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Buyer, including by merger or consolidation; provided, however, that any transaction, whether by merger, reorganization,
restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity immediately after such
transaction shall not be deemed a succession or assignment. The Buyer may not assign its rights or obligations under this Agreement.


 






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(h)
         No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


(i)
           Publicity. The Buyer shall have the right to approve before issuance any press release, SEC filing or any other public
disclosure made by or on behalf of the Company whatsoever with respect to, in any manner, the Buyer, its purchases hereunder or
any aspect of this Agreement or the transactions contemplated hereby; provided, however, that the Company shall be entitled, without
the prior approval of the Buyer, to make any press release or other public disclosure (including any filings with the SEC) with
respect to such transactions as is required by applicable law and regulations so long as the Company and its counsel consult with
the Buyer in connection with any such press release or other public disclosure at least one (1) Business Day prior to its release;
provided, however, that the Company’s obligations pursuant to this Section 11(i) shall not apply if the material provisions of
such press release, SEC filing, or other public disclosure previously has been publicly disclosed by the Company in accordance
with this Section 11(i). The Buyer must be provided with a copy thereof at least one (1) Business Day prior to any release or
use by the Company thereof.


 


(j)           
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.


 


(k)
          Termination. This Agreement may be terminated only as follows:


 


(i)
           If pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding
against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company
makes a general assignment for the benefit of its creditors, (any of which would be an Event of Default as described in Sections
9(f), 9(g) and 9(h) hereof) this Agreement shall automatically terminate without any liability or payment to the Company without
further action or notice by any Person. No such termination of this Agreement under this Section 11(k)(i) shall affect the Company’s
or the Buyer’s obligations under this Agreement with respect to pending purchases and the Company and the Buyer shall complete
their respective obligations with respect to any pending purchases under this Agreement.


 


(ii)
        In the event that the Commencement shall not have occurred the Company shall have the option to terminate this Agreement for
any reason or for no reason without any liability whatsoever of either party to the other party under this Agreement except as
set forth in Section 11(k)(viii) hereof.


 


(iii)
        In the event that the Commencement shall not have occurred on or before the one year anniversary of the date of this Agreement,
due to the failure to satisfy any of the conditions set forth in Sections 6 and 7 above with respect to the Commencement, this
Agreement shall automatically terminate without any liability or payment to the Company without further action or notice by any
Person.


 






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(iv)
      At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for
no reason by delivering notice (a “Company Termination Notice”) to the Buyer electing to terminate this Agreement
without any liability whatsoever of either party to the other party under this Agreement except as set forth in Section 11(k)(viii)
hereof. The Company Termination Notice shall not be effective until one (1) Business Day after it has been received by the Buyer.


 


(v)
       This Agreement shall automatically terminate on the date that the Company sells and the Buyer purchases the full Available
Amount as provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party
to any other party under this Agreement except as set forth in Section 11(k)(viii) hereof.


 


(vi)
      If by the Maturity Date for any reason or for no reason the full Available Amount under this Agreement has not been purchased
as provided for in Section 1 of this Agreement, this Agreement shall automatically terminate on the Maturity Date, without any
action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement
except as set forth in Section 11(k)(viii) hereof.


 


(vii)      
Except as set forth in Sections 11(k)(i) (in respect of an Event of Default under Sections 9(f), 9(g) and 9(h)), 11(k)(v)
and 11(k)(vi), any termination of this Agreement pursuant to this Section 11(k) shall be effected by written notice from the Company
to the Buyer setting forth the basis for the termination hereof.


 


(viii)     
The representations and warranties of the Company and the Buyer contained in Sections 2, 3 and 5 hereof, the indemnification
provisions set forth in Section 8 hereof and the agreements and covenants set forth in Sections 4(e), 4(g) and 11, shall survive
the Commencement and any termination of this Agreement. No termination of this Agreement shall affect the Company’s or the Buyer’s
rights or obligations (i) under the Registration Rights Agreement, which shall survive any such termination in accordance with
its terms, or (ii) under this Agreement with respect to pending purchases and the Company and the Buyer shall complete their respective
obligations with respect to any pending purchases under this Agreement.


 






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(l)
           No Financial Advisor, Placement Agent, Broker or Finder. The Company represents and warrants to the Buyer that it has
not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby.
The Buyer represents and warrants to the Company that it has not engaged any financial advisor, placement agent, broker or finder
in connection with the transactions contemplated hereby. Each party shall be responsible for the payment of any fees or commissions,
if any, of any financial advisor, placement agent, broker or finder engaged by such party relating to or arising out of the transactions
contemplated hereby. Each party shall pay, and hold the other party harmless against, any liability, loss or expense (including,
without limitation, attorneys’ fees and out of pocket expenses) arising in connection with any such claim.


 


(m)
         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.


 


(n)
         Failure or Indulgence Not Waiver. No failure or delay in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other right, power or privilege.


 


*
* * * *






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IN
WITNESS WHEREOF, the Buyer and the Company have caused this Common Stock Purchase Agreement to be duly executed as of the
date first written above.


 





	 	THE
COMPANY: 
	 	 
	 	GBT
TECHNOLOGIES, INC.
	 	By:	 
	 	Name:	Mansour
Khatib
	 	Title:	Chief
Executive Officer  



 


	 
 	BUYER:
	 	 
	 	[
]
	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


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