Exhibit 10.16


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (the "Agreement") is dated as of August 31, 2014 and effective as of October 29, 2014 (the "Effective
Date"), by and between MYECHECK, INC., a corporation incorporated under the laws of the State of Wyoming (the "Company"),
and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the "Buyer").


 


WHEREAS, Buyer desires to
purchase from Company, and the Company desires to sell and issue to Buyer, upon the terms and subject to the conditions contained
herein, up to Five Million and No/100 United States Dollars ($5,000,000) of senior secured convertible, redeemable debentures (in
the form attached hereto as  Exhibit A, the "Debenture(s)"), of which Five Hundred Fifty Thousand and No/I00
United States Dollars ($550,000) shall be purchased on the date hereof (the "First Closing") for the total purchase
price of Five Hundred Fifty Thousand and No/100 United States Dollars ($550,000) (the "Purchase Price"), and up
to Four Million Five Hundred Thousand and No/100 United States Dollars ($4,500,000) may be purchased in additional closings as
set forth in Section 4.2 below (the "Additional Closings") (each of the First Closing and the Additional Closings
are sometimes hereinafter individually referred to as a "Closing" and collectively as the "Closings"),
all subject to the terms and provisions hereinafter set forth;


 


WHEREAS, the Company
and GreenPay LLC, a limited liability company organized and existing under the laws of the State of Wyoming (the "Guarantor),
have each agreed to secure all of the Company's Obligations to Buyer under the Debentures, this Agreement and all other Transaction
Documents by granting to the Buyer (i) an unconditional and continuing first priority security interest in all of the assets and
properties of the Company and the Guarantor, whether now existing or hereafter acquired, pursuant to those certain Security Agreements,
each dated as of the date hereof (in the forms attached hereto as Exhibit B, the "Security Agreements");


 


WHEREAS, the Guarantor
will receive a substantial benefit from the Buyer's purchase of the Debenture and, as such, has agreed to guarantee all of the
Obligations of the Buyer under the Debentures, this Agreement and all other Transactions Documents pursuant to that certain Guarantee
Agreement, dated as of the date hereof (in the form attached hereto as Exhibit C, the "Guarantee Agreement");
and


 


WHEREAS, as security for
the payment and performance of any and all of the Company's Obligations to Buyer under the Debentures, this Agreement and all other
Transaction Agreements, the Company has agreed to execute a Pledge Agreement in favor of Buyer, whereby the Company shall pledge
to the Buyer all of its right, title and interest in and to, and provide a first priority lien and security interest on, certain
issued and outstanding membership interests of the Guarantor, dated as of the date hereof (in the form attached hereto as Exhibit
D, the "Pledge Agreement").


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:


 




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ARTICLE I


RECITALS, EXHIBITS, SCHEDULES


 


The foregoing recitals
are true and correct and, together with the Schedules and Exhibits referred to hereafter, are hereby incorporated into this Agreement
by this reference.


 


ARTICLE II


DEFINITIONS


 


For purposes of this Agreement,
except as otherwise expressly provided or otherwise defined elsewhere in this Agreement, or unless the context otherwise requires,
the capitalized terms in this Agreement shall have the meanings assigned to them in this Article as follows:


 


2.1           "Affiliate"
means, with respect to a Person, any other Person directly or indirectly controlling, controlled by, or under common control with,
such Person at any time during the period for which the determination of affiliation is being made. For purposes of this definition,
the term "control," "controlling" "controlled" and words of similar import, when used in this
context, means, with respect to any Person, the possession, directly or indirectly, of the power to direct, or cause the direction
of, management policies of such Person, whether through the ownership of voting securities, by contract or otherwise.


 


2.2           "Assets"
means all of the properties and assets of the Person in question, as the context may so require, whether real, personal or mixed,
tangible or intangible, wherever located, whether now owned or hereafter acquired.


 


2.          "Business
Day" shall mean any day other than a Saturday, Sunday or a legal holiday on which federal banks are authorized or required
to be closed for the conduct of commercial banking business.


 


"Claims"
means any Proceedings, Judgments, Obligations, threats, losses, damages, deficiencies, settlements, assessments, charges, costs
and expenses of any nature or kind.


 


2.5           "Common
Stock" means the common stock of the Company, par value $0.00001 per share.


 


2.6           "Compliance
Certificate" means that certain compliance certificate executed by an officer of the Company in the form attached hereto
as Exhibit E.


 


2.7           "Confession
of Judgment" means that certain confession of judgment executed by the Company in the form attached hereto as Exhibit
F.


 




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2.8           "Consent"
means any consent, approval, order or authorization of, or any declaration, filing or registration with, or any application or
report to, or any waiver by, or any other action (whether similar or dissimilar to any of the foregoing) of, by or with, any Person,
which is necessary in order to take a specified action or actions, in a specified manner and/or to achieve a specific result.


 


2.9           "Contract"
means any written or oral contract, agreement, order or commitment of any nature whatsoever, including, any sales order, purchase
order, lease, sublease, license agreement, services agreement, loan agreement, mortgage, security agreement, guarantee, management
contract, employment agreement, consulting agreement, partnership agreement, shareholders agreement, buy-sell agreement, option,
warrant, debenture, subscription, call or put.


 


2.10         "Collateral"
shall have the meaning given to it in the Security Agreements.


 


2.11         "Debenture(s)"
shall have the meaning given to it in the preamble hereof.


 


2.12         "Effective
Date" means the date so defined in the introductory paragraph of this Agreement.


 


2.13         "Encumbrance"
means any lien, security interest, pledge, mortgage, easement, leasehold, assessment, tax, covenant, restriction, reservation,
conditional sale, prior assignment, or any other encumbrance, claim, burden or charge of any nature whatsoever.


 


2.14         "Environmental
Requirements" means all Laws and requirements relating to human, health, safety or protection of the environment or to
emissions, discharges, releases or threatened releases of pollutants, contaminants, or Hazardous Materials in the environment (including,
without limitation, ambient air, surface water, ground water, land surface or subsurface strata), or otherwise relating to the
treatment, storage, disposal, transport or handling of any Hazardous Materials.


 


2.15         "GAAP"
means generally accepted accounting principles, methods and practices set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants, and statements and pronouncements of the Financial
Accounting Standards Board, or of such other Person as may be approved by a significant segment of the U.S. accounting profession,
in each case as of the date or period at issue, and as applied in the U.S. to U.S. companies.


 


2.16         "Governmental
Authority" means any foreign, federal, state or local government, or any political subdivision thereof, or any court,
agency or other body, organization, group, stock market or exchange exercising any executive, legislative, judicial, quasi-judicial,
regulatory or administrative function of government.


 


2.17         "Guarantee
Agreement" shall have the meaning given to it in the recitals hereof.


 




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2.18         "Guarantor"
shall have the meaning given to it in the recitals hereof.


 


2.19         "Hazardous
Materials" means:(i) any chemicals, materials, substances or wastes which are now or hereafter become defined as or
included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials,"
"extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants"
or words of similar import, under any Law; and (iii) any other chemical, material, substance, or waste, exposure to which is now
or hereafter prohibited, limited or regulated by any Governmental Authority.


 


2.20         "Irrevocable
Transfer Agent Instructions" shall mean the Irrevocable Transfer Agent Instructions to be entered into by and among the
Buyer, the Company and the Company's transfer agent, in the form attached hereto as Exhibit G.


 


2.21         "Judgment"
means any order, writ, injunction, fine, citation, award, decree, or any other judgment of any nature whatsoever of any Governmental
Authority.


 


2.22         "Law"
means any provision of any law, statute, ordinance, code, constitution, charter, treaty, rule or regulation of any Governmental
Authority.


 


2.23         "Leases"
means all leases for real or personal property.


 


2.24         "Material
Adverse Effect" shall mean:(i) a material adverse change in, or a material adverse effect upon, the Assets, business,
prospects, properties, financial condition or results of operations of the Company; (ii) a material impairment of the ability of
the Company to perform any of its Obligations under any of the Transaction Documents; or (iii) a material adverse effect on: (A)
any material portion of the "Collateral" (as such term is defined in the Security
Agreements); (B) the legality, validity, binding effect or enforceability against the Company and the Guarantor of any of the Transaction
Documents; (C) the perfection or priority of any Encumbrance granted to Buyer under any Transaction Documents; (D) the rights or
remedies of the Buyer under any of the Transaction Documents; or (E) a material adverse effect or impairment on the Buyer's ability
to sell the Advisory Fee Shares or other shares of the Company's Common Stock issuable to Buyer under any Transaction Documents
without limitation or restriction. For purposes of determining whether any of the foregoing changes, effects, impairments, or other
events have occurred, such determination shall be made by Buyer, in its sole, but reasonably exercised, discretion.


 


2.25         "Material
Contract" shall mean any Contract to which the Company is a party or by which the Company or any of its Assets are bound
and which: (i) must be disclosed to any Governmental Authority or any other laws, rules or regulations of any Governmental Authority;
(ii) involves aggregate payments of Twenty-Five Thousand Dollars ($25,000) or more to or from the Company; (iii) involves delivery,
purchase, licensing or provision, by or to the Company, of any goods, services, assets or other items having a value (or potential
value) over the term of such Contract of Twenty-five Thousand Dollars ($25,000) or more or is otherwise material to the conduct
of the Company's business as now conducted and as contemplated to be conducted in the future; (iii) involves a Company Lease;(iv)
imposes any guaranty, surety or indemnification Obligations on the Company; or (v) prohibits the Company from engaging in any business
or competing anywhere in the world.


 




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2.26         "Obligation"
means, now existing or in the future, any debt, liability or obligation of any nature whatsoever (including any required performance
of any covenants or agreements), whether secured, unsecured, recourse, nonrecourse, liquidated, unliquidated, accrued, voluntary
or involuntary, direct or indirect, absolute, fixed, contingent, ascertained, unascertained, known, unknown, whether or not jointly
owed with others, whether or not from time to time decreased or extinguished and later decreased, created or incurred, or obligations
under Contracts, existing or incurred under this Agreement, the Debentures or any other Transaction Documents, or any other agreement
between the Company, the Guarantor and the Buyer, as such obligations may be amended, supplemented, converted, extended or modified
from time to time.


 


2.27         "Ordinary
Course of Business" means the ordinary course of business of the Person in question, consistent with past custom and practice
(including with respect to quantity, quality and frequency).


 


2.28         "OTC
Markets" means the OTC Markets Group, Inc.


 


2.29         "Permit"
means any license, permit, approval, waiver, order, authorization, right or privilege of any nature whatsoever, granted, issued,
approved or allowed by any Governmental Authority.


 


2.30         "Person"
means any individual, sole proprietorship, joint venture, partnership, company, corporation, association, cooperation, trust, estate,
Governmental Authority, or any other entity of any nature whatsoever.


 


2.31         "Pledge
Agreement" shall have the meaning given to it in the recitals hereof.


 


2.32         -Principal
Trading Market" shall mean the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the OTC
Bulletin Board, the OTC Markets, the so-called OTC Pink Sheets, the NYSE Euronext or the New York Stock Exchange, whichever is
at the time the principal trading exchange or market for the Common Stock.


 


2.33         "Proceeding"
means any demand, claim, suit, action, litigation, investigation, audit, study, arbitration, administrative hearing, or any other
proceeding of any nature whatsoever.


 


2.34         "Real
Property" means any real estate, land, building, structure, improvement, fixture or other real property of any nature
whatsoever, including, but not limited to, fee and leasehold interests.


 


2.35         "Rule
144" shall mean Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto.


 




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2.36         "SEC"
shall mean the United States Securities and Exchange Commission.


 


2.37         "Securities"
means, collectively, the Debentures, the Advisory Fee Shares (as defined herein), and any additional shares of Common Stock issuable
in connection with a conversion of the Debentures, or the terms of this Agreement or any other Transaction Documents..


 


2.38         "Security
Agreements" shall have the meaning given to it in the recitals hereof.


 


2.39         "Tax"
means(i) any foreign, federal, state or local income, profits, gross receipts, franchise, sales, use, occupancy, general property,
real property, personal property, intangible property, transfer, fuel, excise, accumulated earnings, personal holding company,
unemployment compensation, social security, withholding taxes, payroll taxes, or any other tax of any nature whatsoever, (ii) any
foreign, federal, state or local organization fee, qualification fee, annual report fee, filing fee, occupation fee, assessment,
rent, or any other fee or charge of any nature whatsoever, or (iii) any deficiency, interest or penalty imposed with respect to
any of the foregoing.


 


2.40         "Tax
Return" means any tax return, filing, declaration, information statement or other form or document required to be filed
in connection with or with respect to any Tax.


 


2.41         "Transaction
Documents" means this Agreement any and all documents or instruments executed or to be executed by the Company and/or
the Guarantor in connection with this Agreement, including the Debentures, the Security Agreements, the Guarantee Agreement, the
Use of Proceeds Confirmation, the Irrevocable Transfer Agent Instructions the Pledge Agreement and the Validity Certificates, together
with all modifications, amendments, extensions, future advances, renewals, and substitutions thereof


 


2.42         "Use
of Proceeds Confirmation" means that certain use of proceeds confirmation executed by an officer of the Company in the
form attached hereto as Exhibit H.


 


2.43         "Validity
Certificate(s)" shall mean those certain validity certificates executed by such officers and directors of the Company
as the Buyer shall require, in the Buyer's sole discretion, the form of which is attached hereto as Exhibit I.


 




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ARTICLE III


INTERPRETATION


 


In this Agreement, unless
the express context otherwise requires: (i) the words "herein," "hereof' and "hereunder" and words of
similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) references to the
words "Article" or "Section" refer to the respective Articles and Sections of this Agreement, and references
to "Exhibit" or "Schedule" refer to the respective Exhibits and Schedules annexed hereto; (iii) references
to a "party" mean a party to this Agreement and include references to such party's permitted successors and permitted
assigns; (iv) references to a -third party" mean a Person not a party to this Agreement; (v) references to the words "share"
or "shareholder", if in reference to the Company, shall refer to "units" or "unitholder" respectively
and (v) the terms "dollars" and "$" means U.S. dollars; (vi) wherever the word "include," "includes"
or "including" is used in this Agreement, it will be deemed to be followed by the words "without limitation".


 


ARTICLE IV


PURCHASE AND SALE OF DEBENTURES


 


4.
I           Purchase and Sale of Debentures. Subject to the
satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees to purchase, at each Closing, and Company
agrees to sell and issue to Buyer, at each Closing, Debentures in the amount of the Purchase Price applicable to each Closing as
more specifically set forth below.


 


4.2           Closing
Dates. The First Closing of the purchase and sale of the Debentures shall be for Five Hundred Fifty Thousand and No/100 United
States Dollars ($550,000), and shall take place on the Effective Date, subject to satisfaction of the conditions to the First Closing
set forth in this Agreement (the "First Closing Date"). Additional Closings of the purchase and sale of the Debentures
shall be at such times and for such amounts as determined in accordance with Section 4.4 below, subject to satisfaction
of the conditions to the Additional Closings set forth in this Agreement (the "Additional Closing Dates")(collectively
referred to as the "Closing Dates"). The Closings shall occur on the respective Closing Dates through the use
of overnight mails and subject to customary escrow instructions from Buyer and its counsel, or in such other manner as is mutually
agreed to by the Company and the Buyer.


 


4.3           Form
of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on each Closing Date: (i) the Buyer
shall deliver to the Company, to a Company account designated by the Company, the aggregate proceeds for the Debentures to be issued
and sold to Buyer at each such Closing, minus the fees to be paid directly from the proceeds of each such Closing as set forth
in this Agreement, in the form of wire transfers of immediately available U.S. dollars; and (ii) the Company shall deliver to Buyer
the Securities which Buyer is purchasing hereunder at each Closing, duly executed on behalf of the Company, together with any other
documents required to be delivered pursuant to this Agreement.


 


4.4           Additional
Closings. At any time after the First Closing but prior to the maturity date of any of the Debentures issued in the First Closing,
the Company may request that Buyer purchase additional Debentures hereunder in Additional Closings by written notice to Buyer,
and, subject to the conditions below, Buyer shall purchase such additional Debentures in such amounts and at such times as Buyer
and the Company may mutually agree, so long as the following conditions have been satisfied, in Buyer's sole and absolute discretion:
(i) no default or "Event of Default" (as such term is defined in any of the Transaction Documents) shall have occurred
or be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage
of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder; and (ii) any
additional purchase of Debentures beyond the purchase of Debentures at the First Closing shall have been approved by Buyer, which
approval may be given or withheld in Buyer's sole and absolute discretion.


 




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ARTICLE V


BUYER'S REPRESENTATIONS AND WARRANTIES


 


Buyer represents and warrants to the Company, that:


 


5.
I           Investment Purpose.
Buyer is acquiring the Securities 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.


 


5.2           Accredited
Buyer Status. Buyer is an "accredited investor" as that term is defined
in Rule 501 of Regulation D, as promulgated under the Securities Act of 1933.


 


5.3           Reliance
on Exemptions. Buyer understands that the Securities 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 Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings
of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer to acquire the
Securities.


 


5.4           Information.
Buyer and its advisors, if any, have been furnished with all materials they have requested relating to the business, finances and
operations of the Company and information Buyer deemed material to making an informed investment decision regarding its purchase
of the Securities. Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management.
Neither such inquiries, nor any materials provided to Buyer, nor any other due diligence investigations conducted by Buyer or its
advisors, if any, or its representatives, shall modify, amend or affect Buyer's right to fully rely on the Company's representations
and warranties contained in Article VI below. Buyer understands that its investment in the Securities involves a high degree of
risk. Buyer is in a position regarding the Company, which, based upon economic bargaining power, enabled and enables Buyer to obtain
information from the Company in order to evaluate the merits and risks of this investment. 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 Securities.


 


5.5           No
Governmental Review. Buyer understands that no United States federal or state Governmental Authority has passed on or made
any recommendation or endorsement of the Securities, or the fairness or suitability of the investment in the Securities, nor have
such Governmental Authorities passed upon or endorsed the merits of the offering of the Securities.



 




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5.6           Authorization,
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Buyer and is a valid
and binding agreement of Buyer, enforceable in accordance with its terms, except as such enforceability may be limited by general
principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating
to, or affecting generally, the enforcement of applicable creditors' rights and remedies.


 


ARTICLE VI


REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


To induce the Buyer to
purchase the Securities, the Company makes the following representations and warranties to Buyer, each of which shall be true and
correct in all respects as of the date of the execution and delivery of this Agreement and as of the date of each Closing hereunder,
and which shall survive the execution and delivery of this Agreement:


 


6. I           Subsidiaries.
A list of all of the Company's Subsidiaries is set forth in Schedule 6.1 hereto. The Guarantor has no Subsidiaries.


 


6.2           Organization.
The Company is a corporation, duly incorporated, validly existing and in good standing under the Laws of the jurisdiction in which
it is incorporated. The Company has the full power and authority and all necessary certificates, licenses, approvals and Permits
to: (i) enter into and execute this Agreement and the Transaction Documents and to perform all of its Obligations hereunder and
thereunder; and (ii) own and operate its Assets and properties and to conduct and carry on its business as and to the extent now
conducted. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction
where the character of its business or the ownership or use and operation of its Assets or properties requires such qualification.
The exact legal name of the Company is as set forth in the preamble to this Agreement, and the Company does not currently conduct,
nor has the Company, during the last five (5) years conducted, business under any other name or trade name.


 


6.3           Authority
and Approval of Agreement; Binding Effect. The execution and delivery by Company of this Agreement and the Transaction Documents,
and the performance by Company of all of its Obligations hereunder and thereunder, including the issuance of the Securities, have
been duly and validly authorized and approved by the Company and its board of managers pursuant to all applicable Laws and no other
action or Consent on the part of Company, its board of managers, members or any other Person is necessary or required by the Company
to execute this Agreement and the Transaction Documents, consummate the transactions contemplated herein and therein, perform all
of Company's Obligations hereunder and thereunder, or to issue the Securities. This Agreement and each of the Transaction Documents
have been duly and validly executed by Company (and the officer executing this Agreement and all such other Transaction Documents
is duly authorized to act and execute same on behalf of Company) and constitute the valid and legally binding agreements
of Company, enforceable against Company in accordance with their respective terms, except as such enforceability may be limited
by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar
laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.


 




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6.4           Capitalization. The
authorized capital stock of the Company consists of Four Billion Nine Hundred Million (4,900,000,000) shares of Common Stock
and 0ne Hundred Million (100,000,000) shares of preferred stock, par value $0.0001 per share (the "Preferred
Stock"), of which Four Billion One Hundred Seventeen Million Four Hundred Seventy Thousand (4,1 17,470,000) shares
of Common Stock are issued and outstanding as of the date hereof, and zero (0) shares of Preferred Stock are issued and
outstanding as of the date hereof. All of such outstanding shares have been validly issued and are fully paid and
nonassessable, have been issued in compliance with all foreign, federal and state securities laws and none of such
outstanding shares were issued in violation of any preemptive rights or similar rights to subscribe for or purchase
securities. As of the Effective Date, no shares of the Company's capital stock are subject to preemptive rights or any other
similar rights or any Claims or Encumbrances suffered or permitted by the Company. The Common Stock is currently quoted on
the OTC Markets under the trading symbol "MYEC". The Company has received no notice, either oral or written, with
respect to the continued eligibility of the Common Stock for quotation on the Principal Trading Market, and the Company has
maintained all requirements on its part for the continuation of such quotation. Except as disclosed in the "Public
Documents" (as hereinafter defined) and except for the Securities to be issued pursuant to this Agreement, as of the
date hereof: (i) 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; (ii) there are
no outstanding debt securities, notes, credit agreements, credit facilities or other Contracts or instruments evidencing
indebtedness of the Company or any of its Subsidiaries, or by which the Company or any of its Subsidiaries is or may become
bound; (iii) there are no outstanding registration statements with respect to the Company or any of its securities; (iv)
there are no 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 Securities Act (except pursuant to this Agreement); (v) there are no financing
statements securing obligations filed in connection with the Company or any of its Assets; (vi) there are no securities or
instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement
or the consummation of the transactions described herein or therein; and (vii) there are no outstanding securities or
instruments of the Company which contain any redemption or similar provisions, and there are no Contracts by which the
Company is or may become bound to redeem a security of the Company. The Company has furnished to the Buyer true, complete and
correct copies of: (I) the Company's Certificate of Incorporation, as amended and as in effect
on the date hereof; and (II) the Company's Bylaws, as in effect on the date hereof (together, the "Organizational
Documents"). Except for the Organizational Documents or as disclosed in the Public Documents, there are no other
shareholder agreements, voting agreements or other Contracts of any nature or kind that restrict, limit or in any manner
impose Obligations on the governance of the Company. 


 




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6.5           No
Conflicts: Consents and Approvals. The execution, delivery and performance of this Agreement and the Transaction
Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the
Securities, will not: (i) constitute a violation of or conflict with the Organizational Documents of the Company; (ii)
constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or
conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any
provision of any Contract to which Company is a party or by which any of its Assets or properties may be bound; (iii)
constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or
conflicts with, any Judgment; (iv) constitute a violation of, or conflict with, any Law (including United States federal and
state securities Laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other
Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, Company or any of
Company's Assets. The Company is not in violation of its Organizational Documents and the Company is not in default or breach
(and no event has occurred which with notice or lapse of time or both could put the Company in default or breach) under, and
the Company has not taken any action or failed to take any action that would give to any other Person any rights of
termination, amendment, acceleration or cancellation of, any Contract to which the Company is a party or by which any
property or Assets of the Company are bound or affected. The businesses of the Company are not being conducted, and shall not
be conducted so long as Buyer owns any of the Securities, in violation of any Law. Except as specifically contemplated by
this Agreement, the Company is not required to obtain any Consent of, from, or with any Governmental Authority, or any
other Person, in order for it to execute, deliver or perform any of its Obligations under this Agreement or the Transaction
Documents in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms
hereof. All Consents which the Company is required to obtain pursuant to the immediately preceding sentence have been
obtained or effected on or prior to the date hereof. The Company is not aware of any facts or circumstances which might give
rise to any of the foregoing.


 


6.6           Issuance
of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued,
fully paid and non-assessable, and free from all Encumbrances with respect to the issue thereof, and will be issued in compliance
with all applicable United States federal and state securities Laws.


 




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6.7           Public
Documents; Financial Statements. The Company has timely filed all reports, schedules, forms, statements and other documents
required to be filed by it with OTC Markets or any governmental authority (all of the foregoing filed within the two (2) years
preceding the date hereof or amended after 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 "Public
Documents"). The Company is current with its filing obligations with
OTC Markets and all Public Documents have been filed on a timely basis by the Company. The Company represents and warrants that
true and complete copies of the Public Documents are available on the OTC Markets website (www.otcmarkets.com) at no charge to
Buyer, and Buyer acknowledges that it may retrieve all Public Documents from such website and Buyer's access to such Public Documents
through such website shall constitute delivery of the Public Documents to Buyer; provided, however, that if Buyer is unable to
obtain any of such Public Documents from such website at no charge, as result of such website not being available or any other
reason beyond Buyer's control, then upon request from Buyer, the Company shall deliver to Buyer true and complete copies of such
Public Documents. The Company shall also deliver to Buyer true and complete copies of all draft filings, reports, schedules, statements
and other documents required to be filed with the requirements of the OTC Markets that have been prepared but not filed with the
OTC Markets as of the date hereof. None of the Public Documents, at the time they were filed with the OTC Markets, contained any
untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made
in any such Public Documents is, or has been, required to be amended or updated under applicable law (except for such statements
as have been amended or updated in subsequent filings prior the date hereof, which amendments or updates are also part of the Public
Documents). As of their respective dates, the consolidated financial statements of the Company and its Subsidiaries included in
the Public Documents (the "Financial Statements") complied in all material
respects with applicable accounting requirements and any published rules and regulations of the OTC Markets with respect thereto.
All of the Financial Statements fairly present in all material respects the consolidated financial position of the Company and
all of its Subsidiaries as of the dates thereof and the consolidated 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). To the knowledge of Company and its
officers, no other information provided by or on behalf of Company to the Buyer which is not included in the Public Documents contains
any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein,
in the light of the circumstance under which they are or were made, not misleading.


 


6.8           Absence
of Certain Changes. Since the date the last of the Public Documents was filed with the OTC Markets, none of the following have
occurred:


 


(a)          There
has been no event or circumstance of any nature whatsoever that has resulted in, or could reasonably be expected to result in,
a Material Adverse Effect; or


 


(b)          Any
transaction, event, action, development, payment, or any other matter of any nature whatsoever entered into by the Company other
than in the Company's Ordinary Course of Business.


 




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6.9          Absence
of Litigation or Adverse Matters. No condition, circumstance, event, agreement, document, instrument, restriction, litigation
or Proceeding (or threatened litigation or Proceeding or basis therefor) exists which: (i) could adversely affect the validity
or priority of the Encumbrances granted to the Buyer under the Transaction Documents;


(ii) could adversely affect
the ability of the Company to perform its Obligations under the Transaction Documents; (iii) would constitute a default under any
of the Transaction Documents; (iv) would constitute such a default with the giving of notice or lapse of time or both; or (v) would
constitute or give rise to a Material Adverse Effect. In addition: (vi) there is no Proceeding before or by any Governmental Authority
or any other Person, pending, or the best of Company's knowledge, threatened or contemplated by, against or affecting the Company,
its business or Assets; (vii) there is no outstanding Judgments against or affecting the Company, its business or Assets; (viii)
the Company is not in breach or violation of any Contract; and (ix) the Company has not received any material complaint from any
customer, supplier, vendor or employee.


 


6.10        Liabilities
and Indebtedness of the Company. The Company does not have any Obligations of any nature whatsoever, except: (i) as disclosed
in the Financial Statements; or (iii) Obligations incurred in the Ordinary Course of Business since the date of the most recent
Financial Statements which do not or would not, individually or in the aggregate, exceed Ten Thousand Dollars ($10,000) or otherwise
have a Material Adverse Effect.


 


6.11          Title
to Assets. The Company has good and marketable title to, or a valid leasehold interest in, all of its Assets which are material
to the business and operations of the Company as presently conducted, free and clear of all Encumbrances or restrictions on the
transfer or use of same. Except as would not have a Material Adverse Effect, the Company's Assets are in good operating condition
and repair, ordinary wear and tear excepted, and are free of any latent or patent defects which might impair their usefulness,
and are suitable for the purposes for which they are currently used and for the purposes for which they are proposed to be used.


 


6.12          Real
Estate.


 


(a)          Real
Property Ownership. Except for the Company Leases and as set forth on Schedule 6.12, the Company and the Guarantor do
not own any Real Property.


 


(b)
           Real Property Leases. Except for ordinary office
Leases disclosed to the Buyer in writing prior to the date hereof (the "Company Leases"), the Company does not
lease any other Real Property. With respect to each of the Company Leases: (i) the Company has been in peaceful possession of the
property leased thereunder and neither the Company nor the landlord is in default thereunder; (ii) no waiver, indulgence or postponement
of any of the Obligations thereunder has been granted by the Company or landlord thereunder; and (iii) there exists no event, occurrence,
condition or act known to the Company which, upon notice or lapse of time or both, would be or could become a default thereunder
or which could result in the termination of the Company Leases, or any of them, or have a Material Adverse Effect on the business
of the Company, its Assets or its operations or financial results. The Company has not violated nor breached any provision of any
such Company Leases, and all Obligations required to be performed by the Company under any of such Company Leases have been fully,
timely and properly performed. The Company has delivered to the Buyer true, correct and complete copies of all Company Leases,
including all modifications and amendments thereto, whether in writing or otherwise. The Company has not received any written or
oral notice to the effect that any of the Company Leases will not be renewed at the termination of the term of such Company Leases,
or that any of such Company Leases will be renewed only at higher rents.


 




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6.13           Material
Contracts. An accurate, current and complete copy of each of the Material Contracts has been furnished to Buyer, and each of
the Material Contracts constitutes the entire agreement of the respective parties thereto relating to the subject matter thereof
There are no outstanding offers, bids, proposals or quotations made by Company which, if accepted, would create a Material Contract
with Company. Each of the Material Contracts is in full force and effect and is a valid and binding Obligation of the parties thereto
in accordance with the terms and conditions thereof. To the knowledge of the Company and its officers, all Obligations required
to be performed under the terms of each of the Material Contracts by any party thereto have been fully performed by all parties
thereto, and no party to any Material Contracts is in default with respect to any term or condition thereof, nor has any event
occurred which , through the passage of time or the giving of notice, or both, would constitute a default thereunder or would cause
the acceleration or modification of any Obligation of any party thereto or the creation of any Encumbrance upon any of the Assets
of the Company. Further, the Company has received no notice, nor does the Company have any knowledge, of any pending or contemplated
termination of any of the Material Contracts and, no such termination is proposed or has been threatened, whether in writing or
orally.


 


6.14           Compliance
with Laws. To the knowledge of the Company and its officers, the Company is and at all times has been in full compliance with
all Laws. The Company has not received any notice that it is in violation of has violated, or is under investigation with respect
to, or has been threatened to be charged with, any violation of any Law.


 


6.15           Intellectual
Property. The Company owns or possesses adequate and legally enforceable rights or licenses to use all trademarks, trade names,
service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and all other intellectual property rights necessary to conduct its business as now
conducted, The Company does not have any knowledge of any infringement by the Company of trademark, trade name rights, patents,
patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other
intellectual property rights of others, and, to the knowledge of the Company, there is no Claim being made or brought against,
or to the Company's knowledge, being threatened against, the Company regarding trademark, trade name, patents, patent rights, invention,
copyright, license, service names, service marks, service mark registrations, trade secret or other intellectual property infringement;
and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing.


 


6.16           Labor
and Employment Matters. The Company is not involved in any labor dispute or, to the knowledge of the Company, is any such dispute
threatened. To the knowledge of the Company and its officers, none of the Company's employees is a member of a union and the Company
believes that its relations with its employees are good. To the knowledge of the Company and its officers, the Company has complied
in all material respects with all Laws relating to employment matters, civil rights and equal employment opportunities.


 




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6.
17        Employee Benefit Plans. Except as disclosed to the Buyer in writing prior to the date hereof, the Company does
not have and has not ever maintained, and has no Obligations with respect to any employee benefit plans or arrangements, including
employee pension benefit plans, as defined in Section 3 (2) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), multiemployer plans, as defined in Section 3 (37) of ERISA, employee welfare benefit plans, as defined in
Section 3 (1) of ERISA, deferred compensation plans, stock option plans, bonus plans, stock purchase plans, hospitalization, disability
and other insurance plans, severance or termination pay plans and policies, whether or not described in Section 3 (3) of ERISA,
in which employees, their spouses or dependents of the Company participate (collectively, the "Employee BenefitPlans").
To the Company's knowledge, all Employee Benefit Plans meet the minimum funding standards of Section 302 of ERISA, where applicable,
and each such Employee Benefit Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue
Code of 1986 is qualified. No withdrawal liability has been incurred under any such Employee Benefit Plans and no "Reportable
Event" or "Prohibited Transaction" (as such terms are defined in ERISA), has occurred with respect to any such Employee
Benefit Plans, unless approved by the appropriate Governmental Authority. To the Company's knowledge, the Company has promptly
paid and discharged all Obligations arising under ERISA of a character which if unpaid or unperformed might result in the imposition
of an Encumbrance against any of its Assets or otherwise have a Material Adverse Effect.


 


6.18         Tax
Matters. The Company and the Guarantor has made and timely filed all Tax Returns required by any jurisdiction to which it is
subject, and each such Tax Return has been prepared in compliance with all applicable Laws, and all such Tax Returns are true and
accurate in all respects. Except and only to the extent that the Company and the Guarantor has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported Taxes, the Company has timely paid all Taxes shown or determined
to be due on such Tax Returns, except those being contested in good faith, and the Company has set aside on its books provision
reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such Tax Returns apply. There are
no unpaid Taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company
know of no basis for any such claim. The Company has withheld and paid all Taxes to the appropriate Governmental Authority required
to have been withheld and paid in connection with amounts paid or owing to any Person. There is no Proceeding or Claim for refund
now in progress, pending or threatened against or with respect to the Company regarding Taxes.


 




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6.19         Insurance.
The Company is covered by valid, outstanding and enforceable policies of insurance which were issued to it by reputable insurers
of recognized financial responsibility, covering its properties, Assets and businesses against losses and risks normally insured
against by other corporations or entities in the same or similar lines of businesses as the Company is engaged and in coverage
amounts which are prudent and typically and reasonably carried by such other corporations or entities (the "Insurance Policies").
Such Insurance Policies are in full force and effect, and all premiums due thereon have been paid. None of the Insurance Policies
will lapse or terminate as a result of the transactions contemplated by this Agreement. The Company has complied with the provisions
of such Insurance Policies. The Company has not been refused any insurance coverage sought or applied for and the Company does
not have any reason to believe that it will not be able to renew its existing Insurance Policies as and when such Insurance Policies
expire or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not
materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company.


 


6.20         Permits.
The Company possesses all Permits necessary to conduct its business, and the Company has not received any notice of, or is otherwise
involved in any Proceedings relating to, the revocation or modification of any such Permits. All such Permits are valid and in
full force and effect and the Company is in full compliance with the respective requirements of all such Permits.


 


6.21         Bank
Accounts; Business Location. Schedule 6.21 sets forth, with respect to each account of the Company with any bank, broker
or other depository institution: (i) the name and account number of such account; (ii) the name and address of the institution
where such account is held; (iii) the name of any Person(s) holding a power of attorney with respect to such account, if any; and
(iv) the names of all authorized signatories and other Persons authorized to withdraw funds from each such account. The Company
has no office or place of business other than as identified on Schedule 6.21 and the Company's principal places of business
and chief executive offices are indicated on Schedule 6.21. All books and records of the Company and other material Assets
of the Company are held or located at the principal offices of the Company indicated on Schedule 6.21.


 


6.22         Environmental
Laws. Except as are used in such amounts as are customary in the Company's Ordinary Course of Business and in compliance
with all applicable Environmental Laws, the Company represents and warrants to Buyer that: (i) the Company has not generated,
used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off any of
the premises of the Company (whether or not owned by the Company) in any manner which at any time violates any Environmental
Law or any Permit, certificate, approval or similar authorization thereunder; (ii) the operations of the Company comply in
all material respects with all Environmental Laws and all Permits certificates, approvals and similar authorizations
thereunder; (iii) there has been no investigation, Proceeding, complaint, order, directive, Claim, citation or notice by any
Governmental Authority or any other Person, nor is any pending or, to the Company's knowledge, threatened; and (iv) the
Company does not have any liability, contingent or otherwise, in connection with a release, spill or discharge, threatened or
actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling,
production or disposal of any Hazardous Material.


 




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


 


6.24         Related
Party Transactions. Except for arm's length transactions pursuant to which the Company makes payments in the Ordinary Course
of Business upon terms no less favorable than the Company could obtain from third parties, none of the officers, directors or employees
of the Company, nor any stockholders who own, legally or beneficially, five percent (5%) or more of the issued and outstanding
shares of any class of the Company's capital stock (each a "Material Shareholder"), is presently a party to any
transaction with the Company (other than for services as employees, officers and directors), including any Contract 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 Material Shareholder or, to the best knowledge of the Company, any other
Person in which any officer, director, or any such employee or Material Shareholder has a substantial or material interest in or
of which any officer, director or employee of the Company or Material Shareholder is an officer, director, trustee or partner.
There are no Claims or disputes of any nature or kind between the Company and any officer, director or employee of the Company
or any Material Shareholder, or between any of them, relating to the Company and its business.


 


6.25         Internal
Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii)
access to Assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability
for Assets is compared with the existing Assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


6.26         Acknowledgment
Regarding Buyer's Purchase of the Securities. The Company and the Guarantor acknowledges and agrees that Buyer is acting solely
in the capacity of an arm's length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company
and the Guarantor further acknowledges that Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by Buyer or any of its representatives
or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to Buyer's purchase of
the Securities. The Company further represents to Buyer that the Company's and the Guarantor's decision to enter into this Agreement
has been based solely on the independent evaluation by the Company, the Guarantor and its representatives.


 




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6.27         Seniority.
No indebtedness or other equity or security of the Company a n d the Guarantor is senior to the Debentures in right of payment,
whether with respect to interest or upon liquidation or dissolution, or otherwise, except only purchase money security interests
(which are senior only as to underlying Assets covered thereby).


 


6.28         Brokerage
Fees. Other than Meyers Associates LP, there is no Person acting on behalf of the Company and the Guarantor who is entitled
to or has any claim for any brokerage or finder's fee or commission in connection with the execution of this Agreement or the consummation
of the transactions contemplated hereby.


 


6.29         No
General Solicitation. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection
with the offer or issuance of the Securities.


 


6.30         No
Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would
require registration of the Securities under the Securities Act or cause this offering of such securities to be integrated with
prior offerings by the Company for purposes of the Securities Act.


 


6.31         Private
Placement. No registration under the Securities Act or the laws, rules or regulation of any other governmental authority is
required for the issuance of the Securities.


 


6.32         Full
Disclosure. All the representations and warranties made by Company and the Guarantor herein or in the Schedules hereto, and
all of the financial statements, schedules, certificates, confirmations, agreements, contracts, and other materials submitted to
the Buyer in connection with or in furtherance of this Agreement or pertaining to the transaction contemplated herein, whether
made or given by Company and the Guarantor, its agents or representatives, are complete and accurate, and do not omit any information
required to make the statements and information provided, in light of the transaction contemplated herein and in light of the circumstances
under which they were made, not misleading, accurate and meaningful.


 


ARTICLE VII


COVENANTS


 


7.1           Negative
Covenants.


 


(a)          Indebtedness.
So long as Buyer owns, legally or beneficially, any of the Debentures, the Company shall not, either directly or indirectly, create,
assume, incur or have outstanding any indebtedness for borrowed money of any nature or kind (including purchase money indebtedness),
or become liable, whether as endorser, guarantor, surety or otherwise, for any Obligation of any other Person, except for: (i)
the Debentures; (ii) Obligations disclosed in the financial statements provided to the Buyer as of the Effective Date;
and (iii) Obligations for accounts payable, other than for money borrowed, incurred in the Company's Ordinary Course of Business;
provided that, any management or similar fees payable by the Company shall be fully subordinated in right of payment to the prior
payment in full of the Debentures. 


 




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(b)          Encumbrances.
So long as Buyer owns, legally or beneficially, any of the Debentures, the Company and the Guarantor shall not, either directly
or indirectly, create, assume, incur or suffer or permit to exist any Encumbrance upon any Asset of the Company and the Guarantor,
whether owned at the date hereof or hereafter acquired.


 


(c)          Investments.
So long as Buyer owns, legally or beneficially, any of the Debentures, the Company shall not, either directly or indirectly,
make or have outstanding any new investments (whether through purchase of stocks, obligations or otherwise) in, or loans or advances
to, any other Person, or acquire all or any substantial part of the assets, business, stock or other evidence of beneficial ownership
of any other Person, except following: (i) investments in direct obligations of the United States or any state in the United States;
(ii) trade credit extended by the Company in the Company's Ordinary Course of Business; (iii) investments existing on the Effective
Date and set forth in the financial statements provided to the Buyer; and (iv) capital expenditures first approved by the Buyer
in writing, which approval shall not be unreasonably withheld.


 


(d)          Issuances. So
long as Buyer owns, legally or beneficially, any of the Debentures, the Company shall not, either directly or
indirectly, issue any equity, debt or convertible or derivative instruments or securities whatsoever, except upon obtaining
Buyer's prior written consent, which consent may be withheld in Buyer's sole discretion.


 


(e)          Transfer;
Merger. So long as Buyer owns, legally or beneficially, any of the Debentures, the Company shall not, either directly or indirectly,
permit or enter into any transaction involving a "Change in Control" (as hereinafter defined), or any other merger, consolidation,
sale, transfer, license, Lease, Encumbrance or other disposition of all or substantially alt of its properties or business or all
or substantially all of its Assets, except for the sale, lease or licensing of property or Assets of the Company in the Company's
Ordinary Course of Business. For purposes of this Agreement, the term  "Change ofControl" shall mean any sale,
conveyance, assignment or other transfer, directly or indirectly, of any ownership interest of the Company which results in any
change in the identity of the individuals or entities previously having the power to direct, or cause the direction of, the management
and policies of the Company, or the grant of a security interest in any ownership interest of any Person directly or indirectly
controlling the Company, which could result in a change in the identity of the individuals or entities previously having the power
to direct, or cause the direction of the management and policies of the Company.


 




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(0
          Distributions; Restricted Payments; Change in Management. So
long as Buyer owns, legally or beneficially, any of the Debentures, the Company shall not, either directly or indirectly: (1) purchase
or redeem any shares of its capital stock; (ii) declare or pay any dividends or distributions, whether in cash or otherwise, or
set aside any funds for any such purpose;(iii) make any distribution to its shareholders, make any distribution of its
property or Assets or make any loans, advances or extensions of credit to, or investments in, any Person, including, without limitation,
any Affiliates of the Company, or the Company's officers, directors, employees or Material Shareholder; (iv) pay any outstanding
indebtedness of the Company, except for indebtedness and other Obligations permitted hereunder; (v) increase the annual salary
paid to any officers or directors of the Company as of the Effective Date, unless any such increase is part of a written employment
contract with any such officers entered into prior to the Effective Date, a copy of which has been delivered to and approved by
the Buyer; or (vi) add, replace, remove, or otherwise change any officers or other senior management positions of the Company from
the officers and other senior management positions existing as of the Effective Date, unless first approved by Buyer in writing,
which approval may be granted or withheld or conditioned by Buyer in its sole and absolute discretion. The Company shall not pay
any brokerage or finder's fee or commission in connection with the execution of this Agreement or the consummation of the transactions
contemplated hereby


 


(g)          Use
of Proceeds. The Company shall not use any portion of the proceeds of the Debentures, either directly or indirectly, for any
of the following purposes: (i) to make any payment towards any indebtedness or other Obligations of the Company; (ii) to pay any
Taxes of any nature or kind that may be due by the Company; or (iii) to pay any Obligations of any nature or kind due or owing
to any officers, directors, employees, or Material Shareholders of the Company, other than salaries payable in the Company's Ordinary
Course of Business. The Company covenants and agrees to only use any portion of the proceeds of the purchase and sale of the Debentures
for the purposes set forth in the Use of Proceeds Confirmation to be executed by the Company on the Effective Date, unless the
Company obtains the prior written consent of the Buyer to use such proceeds for any other purpose, which consent may be granted
or withheld or conditioned by Buyer in its sole and absolute discretion.


 


(h)          Business
Activities; Change of Legal Status and Organizational Documents. The Company shall not: (i) engage in any line of business
other than the businesses engaged in as of the Effective Date and business reasonably related thereto; (ii) change its name, organizational
identification number (if applicable), its type of organization, its jurisdiction of organization or other legal structure; or
(iii) permit its Certificate of Incorporation, Bylaws or other organizational documents to be amended or modified in any way which
could reasonably be expected to have a Material Adverse Effect.


 


(i)         Transactions
with Affiliates. The Company shall not enter into any transaction with any of its Affiliates, officers, directors, employees,
Material Shareholders or other insiders, except in the Company's Ordinary Course of Business and upon fair and reasonable terms
that are no less favorable to the Company than it would obtain in a comparable arm's length transaction with a Person not an Affiliate
of the Company.


 


(j)          Bank
Accounts. The Company shall not maintain any bank, deposit, credit card payment processing accounts, or other accounts with
any financial institution, or any other Person, other than the Company's accounts listed in the attached Schedule6.21. Specifically,
the Company may not change, modify, close or otherwise affect any of the accounts listed in Schedule6.21 without Buyer's
prior written approval, which approval may be withheld or conditioned in Buyer's sole and absolute discretion.


 




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7.2           Affirmative
Covenants.


 


(a)          Corporate
Existence. The Company shall at all times preserve and maintain its: (i) existence and good standing in the jurisdiction of
its organization; and (ii) its qualification to do business and good standing in each jurisdiction where the nature of its business
makes such qualification necessary, and shall at all times continue as a going concern in the business which the Company is presently
conducting.


 


(
b )           Tax Liabilities. The Company and the Guarantor shall
at all times pay and discharge all Taxes upon, and all Claims(including claims for labor, materials and supplies) against the
Company or any of its properties or Assets, before the same shall become delinquent and before penalties accrue thereon, unless
and to the extent that the same are being contested in good faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP are being maintained.


 


(c)          Notice
of Proceedings. The Company shall, promptly, but not more than five (5) days after knowledge thereof shall have come to the
attention of any officer of the Company, give written notice to the Buyer of all threatened or pending Proceedings before any Governmental
Authority or otherwise affecting the Company or any of its Assets.


 


(d)          Material
Adverse Effect. The Company shall, promptly, but not more than five (5) days after knowledge thereof shall have come to the
attention of any officer of the Company, give written notice to the Buyer of any event, circumstance, fact or other matter that
could in any way have or be reasonably expected to have a Material Adverse Effect.


 


(e)          Notice
of Default. The Company shall, promptly, but not more than five (5) days after the commencement thereof, give notice to the
Buyer in writing of the occurrence of any "Event of Default" (as such term is defined in any of the Transaction Documents)
or of any event which, with the lapse of time, the giving of notice or both, would constitute an Event of Default hereunder or
under any other Transaction Documents.


 


(t)          Maintain
Property. The Company shall at all times maintain, preserve and keep all of its Assets in good repair, working order and condition,
normal wear and tear excepted, and shall from time to time, as the Company deems appropriate in its reasonable judgment, make all
needful and proper repairs, renewals, replacements, and additions thereto so that at all times the efficiency thereof shall be
fully preserved and maintained. The Company shall permit Buyer to examine and inspect such Assets at all reasonable times upon
reasonable notice during business hours. During the continuance of any Event of Default hereunder or under any Transaction Documents,
the Buyer shall, at the Company's expense, have the right to make additional inspections without providing advance notice.


 




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(g)          Maintain
Insurance. The Company shall at all times insure and keep insured with insurance companies acceptable to Buyer, all insurable
property owned by the Company which is of a character usually insured by companies similarly situated and operating like properties,
against loss or damage from environmental, fire and such other hazards or risks as are customarily insured against by companies
similarly situated and operating like properties; and shall similarly insure employers', public and professional liability risks.
Prior to the Effective Date, the Company shall deliver to the Buyer a certificate setting forth in summary form the nature and
extent of the insurance maintained pursuant to this Section. All such policies of insurance must be satisfactory to Buyer in relation
to the amount and term of the Debentures and type and value of the Assets of the Company, shall identify Buyer as sole/lender's
loss payee and as an additional insured. In the event the Company fails to provide Buyer with evidence of the insurance coverage
required by this Section or at any time hereafter shall fail to obtain or maintain any of the policies of insurance required above,
or to pay any premium in whole or in part relating thereto, then the Buyer, without waiving or releasing any obligation or default
by the Company hereunder, may at any time (but shall be under no obligation to so act), obtain and maintain such policies of insurance
and pay such premium and take any other action with respect thereto, which Buyer deems advisable. This insurance coverage: (i)may,
but need not, protect the Company's interest in such property; and (ii) may not pay any claim made by, or against, the Company
in connection with such property. The Company may later request that the Buyer cancel any such insurance purchased by Buyer, but
only after providing Buyer with evidence that the insurance coverage required by this Section is in force. The costs of such insurance
obtained by Buyer, through and including the effective date such insurance coverage is canceled or expires, shall be payable on
demand by the Company to Buyer, together with interest at the highest non-usurious rate permitted by law on such amounts until
repaid and any other charges by Buyer in connection with the placement of such insurance. The costs of such insurance, which may
be greater than the cost of insurance which the Company may be able to obtain on its own, together with interest thereon at the
highest non-usurious rate permitted by Law and any other charges incurred by Buyer in connection with the placement of such insurance
may be added to the total Obligations due and owing by the Company hereunder and under the Debentures to the extent not paid by
the Company.


 


(h)          ERISA
Liabilities; Employee Plans. The Company shall: (i) keep in full force and effect any and all Employee Plans which are presently
in existence or may, from time to time, come into existence under ERISA, and not withdraw from any such
Employee Plans, unless such withdrawal can be effected or such Employee Plans can be terminated without liability to the
Company; (ii) make contributions to all of such Employee Plans in a timely manner and in a sufficient amount to comply with the
standards of ERISA, including the minimum funding standards of ERISA; (iii) comply with all material requirements of ERISA which
relate to such Employee Plans; (iv) notify Buyer immediately upon receipt by the Company of any notice concerning the imposition
of any withdrawal liability or of the institution of any Proceeding or other action which may result in the termination of any
such Employee Plans or the appointment of a trustee to administer such Employee Plans; (v) promptly advise Buyer of the occurrence
of any "Reportable Event" or -Prohibited Transaction" (as such terms are defined in ERISA), with respect to any
such Employee Plans; and (vi) amend any Employee Plan that is intended to be qualified within the
meaning of Section 401 of the Internal Revenue Code of 1986 to the extent necessary to keep the Employee Plan qualified, and to
cause the Employee Plan to be administered and operated in a manner that does not cause the Employee Plan to lose its qualified
status. 


 




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(i)          Reporting
Status; Listing. So long as Buyer owns, legally or beneficially, any of the Securities, the Company shall: (i) file in a timely
manner all reports required to be filed under the Securities Act, the Exchange Act or any securities Laws and regulations thereof
applicable to the Company of any state of the United States, or by the rules and regulations of the Principal Trading Market, and,
to provide a copy thereof to the Buyer promptly after such filing; and (ii) if required by the rules and regulations of the Principal
Trading Market, promptly secure the listing of any shares of Common Stock issuable to Buyer under any of the Transaction Documents
upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to
maintain the continued listing, quotation and trading of its Common Stock (including, without limitation, any shares of Common
Stock issuable to Buyer under any of the Transaction Documents) on the Principal Trading Market, and the Company shall comply in
all respects with the Company's reporting, filing and other Obligations under the bylaws or rules of the Principal Trading Market,
the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Company shall promptly
provide to Buyer copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices
could in any way have or be reasonably expected to have a Material Adverse Effect.


 


(i)          Rule144.
With a view to making available to Buyer the benefits of Rule144 under the Securities Act ("Rule144"),
or any similar rule or regulation of the SEC that may at any time permit Buyer to sell shares of Common Stock issuable to Buyer
under any Transaction Documents to the public without registration, the Company represents and warrants that:


 


(i)          the
Company is not currently an issuer defined as a "Shell Company" (as hereinafter defined). For the purposes hereof, the
term "Shell Company" shall mean an issuer that meets such a description as defined under Rule 144. In addition,
so long as Buyer owns, legally or beneficially, any securities of the Company, the Company shall, at its sole expense:


 


(ii)         Make,
keep and ensure that adequate current public information with respect to the Company, as required in accordance with Rule
144, is publicly available;


 


(iii)          
furnish to the Buyer, promptly upon reasonable request: (A) a written statement by the Company that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act; and (b) such other information as may be reasonably requested
by Buyer to permit the Buyer to sell any of the shares of Common Stock acquired hereunder or under any other Transaction Documents
pursuant to Rule 144 without limitation or restriction; and


 




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[iv)           promptly
at the request of Buyer, give the Company's transfer agent (the "Transfer Agent") instructions to the effect that,
upon the Transfer Agent's receipt from Buyer of a certificate (a "Rule144 Certificate") certifying that Buyer's
holding period (as determined in accordance with the provisions of Rule 144) for any portion of the shares of Common Stock issuable
under any Transaction Document which Buyer proposes to sell (or any portion of such shares which Buyer is not presently selling,
but for which Buyer desires to remove any restrictive legends applicable thereto) (the "Securities Being Sold")
is not less than six (6) months, and receipt by the Transfer Agent of the –Rule 144 Opinion" (as hereinafter defined)
from the Company or its counsel (or from Buyer and its counsel as permitted below), the Transfer Agent is to effect the transfer
(or issuance of a new certificate without restrictive legends, if applicable) of the Securities Being Sold and issue to Buyer or
transferee(s) thereof one or more stock certificates representing the transferred (or re- issued) Securities Being Sold without
any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent's books
and records. In this regard, upon Buyer's request, the Company shall have an affirmative obligation to cause its counsel to promptly
issue to the Transfer Agent a legal opinion providing that, based on the Rule 144 Certificate, the Securities Being Sold may be
sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement (the  "Rule144
Opinion"). If the Transfer Agent requires any additional documentation in connection with any proposed transfer (or re-issuance)
by Buyer of any Securities Being Sold, the Company shall promptly deliver or cause to be delivered to the Transfer Agent or to
any other Person, all such additional documentation as may be necessary to effectuate the transfer (or re- issuance) of the Securities
Being Sold and the issuance of an unlegended certificate to any such Buyer or any transferee thereof, all at the Company's expense.
Any and all fees, charges or expenses, including, without limitation, attorneys' fees and costs, incurred by Buyer in connection
with issuance of any such shares, or the removal of any restrictive legends thereon, or the transfer of any such shares to any
assignee of Buyer, shall be paid by the Company, and if not paid by the Company, the Buyer may, but shall not be required to, pay
any such fees, charges or expenses, and the amount thereof, together with interest thereon at the highest non-usurious rate permitted
by law, from the date of outlay, until paid in full, shall be due and payable by the Company to Buyer immediately upon demand therefor,
and all such amounts shall be additional Obligations of the company to Buyer secured under the Transaction Documents. In the event
that the Company and/or its counsel refuses or fails for any reason to render the Rule 144 Opinion or any other documents, certificates
or instructions required to effectuate the transfer (or re-issuance) of the Securities Being Sold and the issuance of an unlegended
certificate to any such Buyer or any transferee thereof, then: (A) to the extent the Securities Being Sold could be lawfully transferred
(or re-issued) without restrictions under applicable laws, Company's failure to promptly provide the Rule 144 Opinion or any other
documents, certificates or instructions required to effectuate the transfer (or re-issuance)of the Securities Being Sold and the
issuance of an unlegended certificate to any such Buyer or any transferee thereof shall be an immediate Event of Default under
this Agreement and all other Transaction Documents; and (B) the Company hereby agrees and acknowledges that Buyer is hereby irrevocably
and expressly authorized to have counsel to Buyer render any and all opinions and other certificates or instruments which may be
required for purposes of effectuating the transfer (or re-issuance) of the Securities Being Sold and the issuance of an
unlegended certificate to any such Buyer or any transferee thereof, and the Company hereby irrevocably authorizes and directs the
Transfer Agent to, without any further confirmation or instructions from the Company, transfer or re-issue any such Securities
Being Sold as instructed by Buyer and its counsel.


 




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(k)          Matters
With Respect to Securities.


 


(i)           Issuance
of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debentures, Buyer has the right, at
its discretion following an Event of Default or upon mutual agreement of the parties, to convert amounts due under the Debentures
into Common Stock in accordance with the terms of the Debentures. In the event, for any reason, the Company fails to issue, or
cause its Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debentures (the "Conversion
Shares") to Buyer in connection with the exercise by Buyer of any of its conversion rights under the Debentures, then
the parties hereto acknowledge that Buyer shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and
the Company, a "Conversion Notice" (as defined in the Debentures) requesting the issuance of the Conversion Shares then
issuable in accordance with the terms of the Debentures, and the Transfer Agent, provided they are the acting transfer agent for
the Company at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further
confirmation or instructions from the Company, issue the Conversion Shares applicable to the Conversion Notice then being exercised,
and surrender to a nationally recognized overnight courier for delivery to Buyer at the address specified in the Conversion Notice,
a certificate of the Common Stock of the Company, registered in the name of Buyer or its nominee, for the number of Conversion
Shares to which Buyer shall be then entitled under the Debentures, as set forth in the Conversion Notice.


 


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


 




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(iii)        Authorized
Agent of the Company. The Company hereby irrevocably appoints the Buyer and its counsel and its representatives, each as the
Company's duly authorized agent and attorney-in-fact for the Company for the purposes of authorizing and instructing the Transfer
Agent to process issuances, transfers and legend removals upon instructions from Buyer, or any counsel or representatives of Buyer,
as specifically contemplated herein. The authorization and power of attorney granted hereby is coupled with an interest and is
irrevocable so long as any obligations of the Company under Debentures remain outstanding, and so long as the Buyer owns or has
the right to receive, any shares of the Company's Common Stock hereunder or under any Transaction Documents. In this regard, the
Company hereby confirms to the Transfer Agent and the Buyer that it can NOT and will NOT give instructions. including
stop orders or otherwise, inconsistent with the terms of this Agreement with regard to the matters contemplated herein, and that
the Buyer shall have the absolute right to provide a copy of this Agreement to the Transfer Agent as evidence of the Company's
irrevocable authority for Buyer and Transfer Agent to process issuances, transfers and legend removals upon instructions from Buyer,
or any counsel or representatives of Buyer, as specifically contemplated herein, without any further instructions, orders or confirmations
from the Company.


 


(iv)        Injunction
and Specific Performance. The Company specifically acknowledges and agrees that in the event of a breach or threatened breach
by the Company of any provision of this Section 7.2(k), the Buyer will be irreparably damaged and that damages at law would
be an inadequate remedy if this Agreement were not specifically enforced. Therefore, in the event of a breach or threatened breach
of any provision of this Section 7.2(k) by the Company, the Buyer shall be entitled to obtain, in addition to all other
rights or remedies Buyer may have, at Law or in equity, an injunction restraining such breach, without being required to show any
actual damage or to post any bond or other security, and/or to a decree for specific performance of the provisions of this Section
7.2(k)


 


Continued Due
Diligence/Field Audits. The Company acknowledges that during the term of this Agreement, Buyer and its agents and representatives
undertake ongoing and continuing due diligence reviews of the Company and its business and operations. Such ongoing due diligence
reviews may include, and the Company does hereby agree to allow Buyer, to conduct site visits and field examinations of the office
Locations of the Company, and the Assets and records of each of them, the results of which must be satisfactory to Buyer in Buyer's
sole and absolute discretion. In this regard, in order to cover Buyer's expenses of the ongoing due diligence reviews and any site
visits or field examinations which Buyer may undertake from time to time while this Agreement is in effect, the Company shall pay
to Buyer, within five (5) Business Days after receipt of an invoice or demand therefor from Buyer, a fee of up to $3,000 per year
(based on two (2) expected filed audits and ongoing due diligence of $1,500 per visit or audit) to cover such ongoing expenses,
Failure to pay such fee as and when required shall be deemed an Event of Default under this Agreement and all other Transaction
Documents. The foregoing notwithstanding, from and after the occurrence of an Event of Default or any event which with notice,
lapse of time or both, would become an Event of Default, Buyer may conduct site visits, field examinations and other ongoing reviews
of the Company's records, Assets and operations at any time, in its sole discretion, without any limitations in terms of number
of site visits or examinations and without being limited to the fee hereby contemplated, all at the sole expense of the
Company.


 




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(m)          Reporting
Company. The Company shall, within ninety (90) days of the Effective Date, take all steps necessary and advisable to become
subject to, and shall become subject to, the reporting requirements of the Exchange Act and shall file all reports required under
the Exchange Act in a timely manner with the SEC.


 


7.3           Reporting
Requirements. The Company agrees as follows:


 


(a)          Financial
Statements. The Company shall at all times maintain a system of accounting capable of producing its individual and consolidated
(if applicable) financial statements in compliance with GAAP (provided that monthly financial statements shall not be required
to have footnote disclosure, are subject to normal year-end adjustments and need not be consolidated), and shall furnish to the
Buyer or its authorized representatives such information regarding the business affairs, operations and financial condition of
the Company as Buyer may from time to time request or require, including:


 


As soon as available, and
in any event, within ninety (90) days after the close of each fiscal year, a copy of the annual audited financial statements of
the Company, including balance sheet, statement of income and retained earnings, statement of cash flows for the fiscal year then
ended, in reasonable detail, prepared and reviewed by an independent certified public accountant reasonably acceptable to Buyer,
containing an unqualified opinion of such accountant;


 


as soon as available,
and in any event, within sixty (60) days after the close of each fiscal quarter, a copy of the quarterly financial statements
of the Company, including balance sheet, statement of income and retained earnings, statement of cash flows for the fiscal
year then ended, in reasonable detail, prepared and certified as accurate in all material respects by the CEO or CFO of the
Company;


 


(iii)        as
soon as available, and in any event, within thirty(30) days following the end of each calendar month, a copy of the financial
statements of the Company regarding such month, including balance sheet, statement of income and retained earnings, statement of
cash flows for the month then ended, in reasonable detail, prepared and certified as accurate in all material respects by the CEO
or CFO of the Company.


 


No change with respect
to the Company's accounting principles shall be made by the Company without giving prior notification to Buyer. The Company represents
and warrants to Buyer that the financial statements delivered to Buyer at or prior to the execution and delivery of this Agreement
and to be delivered at all times thereafter accurately reflect and will accurately reflect the financial condition of the Company
in all material respects. Buyer shall have the right at all times (and on reasonable notice so long as there then does not exist
any Event of Default) during business hours to inspect the books and records of the Company and make extracts therefrom.


 




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(b)          Additional
Reporting Requirements. The Company shall provide the following reports and statements to Buyer as follows:


 


(i)           Income
Projections; Variance. On the Effective Date, the Company shall provide to Buyer an income statement projection showing, in
reasonable detail, the Company's income statement projections for the twelve (12) calendar months following the Effective Date
(the "Income Projections"). In addition, on the first (1s1) day of every calendar month after the Effective Date,
the Company shall provide to Buyer a report comparing the Income Projections to actual results. Any variance in the Income Projections
to actual results that is more than ten percent (10%) (either above or below) will require the Company to submit to Buyer written
explanations as to the nature and circumstances for the variance.


 


(ii)         Use
of Proceeds; Variance. On the first(1st) day of every calendar month after the Effective Date, the Company shall provide
to Buyer a report comparing the use of the proceeds from the sale of Debentures set forth in the Use of Proceeds Confirmation,
with the actual use of such proceeds. Any variance in the actual use of such proceeds from the amounts set forth in the approved
Use of Proceeds Confirmation will require the Company to submit to Buyer written explanations as to the nature and circumstances
for the variance.


 


Bank Statements.
The Company shall submit to Buyer true and correct copies of all bank statements received by the Company within five (5) days after
the Company's receipt thereof from its bank.


 


(iv)        Interim
Reports. Promptly upon receipt thereof, the Company shall provide to Buyer copies of interim and supplemental reports, if any,
submitted to the Company by independent accountants in connection with any interim audit or review of the books of the Company.


 


(v)         Aged
Accounts/Payables Schedules. The Company shall, on the first (1st) day of each and every calendar month, deliver to
Buyer an aged schedule of the accounts receivable of the Company, listing the name and amount due from each Person and
showing the aggregate amounts due from: (i) 0-30 days; (ii) 31-60 days; (iii) 61-90 days; (iv) 91-120 days; and (v) more than
120 days, and certified as accurate by the CEO or CFO of the Company. The Company shall, on the first (1') day of each and
every calendar month, deliver to Buyer an aged schedule of the accounts payable of the Company, listing the name and amount
due to each creditor and showing the aggregate amounts due from: (v) 0-30 days;(w) 31-60 days; (x) 61-90 days; (y) 91-120
days; and (z) more than 120 days, and certified as accurate by the CEO or CFO of the Company.


 


(e)          Covenant
Compliance. The Company shall, within thirty(30) days after the end of each calendar month, deliver to Buyer a Compliance
Certificate, confirming compliance by the Company with the covenants therein, and certified as accurate by an officer of the Company.


 




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7.4           Fees
and Expenses.


 


tui          Transaction
Fees. The Company agrees to pay to Buyer a transaction advisory fee equal to two percent (2%) of the amount of the Debentures
purchased by Buyer at the First Closing, which fee shall be due and payable on the Effective Date and withheld from the gross
purchase price paid by Buyer for the Debentures. In the event of any Additional Closings, the Company shall pay to Buyer a transaction
advisory fee equal to two percent (2%) of the amount of the Debentures purchased by Buyer at any such Additional Closings,
which fee shall be due and payable upon such Additional Closing and withheld from the gross purchase price paid by Buyer for the
Debentures at such Additional Closing.


 


(b)          Due
Diligence Fees. The Company agrees to pay to the Buyer a due diligence fee equal to Ten Thousand and No/100 United States Dollars
($10,000.00), which shall be due and payable in full on the Effective Date, or any remaining portion thereof shall be due and payable
on the Effective Date if a portion of such fee was paid upon the execution of any term sheet related to this Agreement.


 


te)        Document
Review and Legal Fees. The Company agrees to pay to the Buyer or its counsel a document review and legal fee equal to Fifteen
Thousand and No/100 United States Dollars ($15,000.00), which shall be due and payable in full on the Effective Date, or any remaining
portion thereof shall be due and payable on the Effective Date if a portion of such fee was paid upon the execution of any term
sheet related to this Agreement. The Company also agrees to be responsible for the prompt payment of all legal fees and expenses
of the Company and its own counsel and other professionals incurred by the Company in connection with the negotiation and execution
of this Agreement and the Transaction Documents.


 


(d)          Other
Fees. The Company also agrees to pay to the Buyer (or any designee of the Buyer), upon demand, or to otherwise be responsible
for the payment of, any and all other costs, fees and expenses, including the reasonable fees, costs, expenses and disbursements
of counsel for the Buyer and of any experts and agents, which the Buyer may incur or which may otherwise be due and payable in
connection with: (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, subordination,
waiver or other modification or termination of this Agreement or any other Transaction Documents; (ii) any documentary stamp taxes,
intangibles taxes, recording fees, filing fees, or other similar taxes, fees or charges imposed by or due to any Governmental Authority
in connection with this Agreement or any other Transaction Documents; (iii) the exercise or enforcement of any of the rights of
the Buyer under this Agreement or the Transaction Documents; or (iv) the failure by the Company to perform or observe any of the
provisions of this Agreement or any of the Transaction Documents. Included in the foregoing shall be the amount of all expenses
paid or incurred by Buyer in consulting with counsel concerning any of its rights under this Agreement or any other Transaction
Document or under applicable law. To the extent any such costs, fees, charges, taxes or expenses are incurred prior to the funding
of proceeds from the Closing, same shall be paid directly from the proceeds of the Closing. All such costs and expenses, if not
so immediately paid when due or upon demand thereof, shall bear interest from the date of outlay until paid, at the highest
rate set forth in the Debenture, or if none is so stated, the highest rate allowed by law. All of such costs and expenses shall
be additional Obligations of the Company to Buyer secured under the Transaction Documents. The provisions of this Subsection shall
survive the termination of this Agreement.


 




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7.5           Advisory
Fee.


 


(I)         Share
Issuance. In consideration of advisory services provided by Buyer to the Company prior to the Effective Date, the Company shall
pay to the Buyer a fee by issuing to Buyer that number of shares of the Company's Common Stock equal to a dollar amount of One
Hundred Thousand United States Dollars (US$100,000) (the "Share Value"). For purposes of determining the number
of shares issuable to Buyer under this Section 7.5(the "Advisory Fee Shares"), the Company's Common Stock
shall be valued at a price equal to the lowest volume weighted average price for the Common Stock for the five (5) Business Days
immediately prior to the Effective Date (the "Valuation Date"), as reported by Bloomberg (the "VWAP").
Buyer shall confirm to the Company in writing, the VWAP for the Common Stock as of the Valuation Date, and the corresponding number
of Advisory Fee Shares issuable to Buyer based on such price. The Company shall instruct its transfer agent to issue certificates
representing the Advisory Fee Shares issuable to the Buyer immediately upon the Company's execution of this Agreement, and shall
cause its transfer agent (the "Transfer Agent") to deliver such certificates to Buyer within three (3) Business
Days from the Closing Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be
delivered to the Buyer within said three (3) Business Day period, same shall be an immediate default under this Agreement and the
other Loan Documents. The Advisory Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable
shares of the Company's Common Stock. The Advisory Fee Shares shall be deemed fully earned as of the Closing Date, regardless of
the amount or number of Revolving Loans made hereunder.


 




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(ii)         Adjustments.
It is the intention of the Company and Buyer that the Buyer shall generate net proceeds from the sale of the Advisory Fee Shares
equal to the Share Value. The Buyer shall have the right to sell the Advisory Fee Shares in the Principal Trading Market or otherwise,
at any time in accordance with applicable securities laws. At any time the Buyer may elect, the Buyer may deliver to the Company
a reconciliation statement showing the net proceeds actually received by the Buyer from the sale of the Advisory Fee Shares (the
"Sale Reconciliation"). If, as of the date of the delivery by Buyer of the Sale Reconciliation, the Buyer has
not realized net proceeds from the sale of such Advisory Fee Shares equal to at least the Share Value, as shown on the Sale Reconciliation,
then the Company shall immediately take all required action necessary or required in order to cause the issuance of additional
shares of Common Stock to the Buyer in an amount sufficient such that, when sold and the net proceeds thereof are added to the
net proceeds from the sale of any of the previously issued and sold Advisory Fee Shares, the Buyer shall have received total net
funds equal to the Share Value. If additional shares of Common Stock are issued pursuant to the immediately preceding sentence,
and after the sale of such additional issued shares of Common Stock, the Buyer still has not received net proceeds equal to at
least the Share Value, then the Company shall again be required to immediately take all required action necessary or required in
order to cause the issuance of additional shares of Common Stock to the Buyer as contemplated above, and such additional issuances
shall continue until the Buyer has received net proceeds from the sale of such Common Stock equal to the Share Value, In the event
the Buyer receives net proceeds from the sale of Advisory Fee Shares equal to the Share Value, and the Buyer still has Advisory
Fee Shares remaining to be sold, the Buyer shall return all such remaining Advisory Fee Shares to the Company. In the event additional
Common Stock is required to be issued as outlined above. the Company shall instruct its Transfer Agent to issue certificates representing
such additional shares of Common Stock to the Buyer immediately subsequent to the Buyer's notification to the Company that additional
shares of Common Stock are issuable hereunder, and the Company shall in any event cause its Transfer Agent to deliver such certificates
to Buyer within three (3) Business Days following the date Buyer notifies the Company that additional shares of Common Stock are
to be issued hereunder. In the event such certificates representing such additional shares of Common Stock issuable hereunder shall
not be delivered to the Buyer within said three (3) Business Day period, same shall be an immediate default under this Agreement
and the Loan Documents. Notwithstanding anything contained in this Section 7.5 to the contrary, the Company shall have the right
to redeem any Advisory Fee Shares then in the Buyer's possession for an amount payable by the Company to Buyer in cash equal to
the Share Value, less any net cash proceeds received by the Buyer from any previous sales of Advisory Fee Shares. Upon Buyer's
receipt of such cash payment in accordance with the immediately preceding sentence, the Buyer shall return any then remaining Advisory
Fee Shares in its possession back to the Company and otherwise undertake any required actions reasonably requested by Company to
have such then remaining Advisory Fee Shares returned to Company.


 


(iii)        Mandatory
Redemption. Notwithstanding anything contained in this Agreement to the contrary, in the event the Buyer has not realized net
proceeds from the sale of Advisory Fee Shares equal to at least the Share Value by the twelve month anniversary of the Closing
Date, then at any time thereafter, the Buyer shall have the right, upon written notice to the Company, to require that the Company
redeem all Advisory Fee Shares then in Buyer's possession for cash equal to the Share Value, less any cash proceeds received by
the Buyer from any previous sales of Advisory Fee Shares, if any. In the event such redemption notice is given by the Buyer, the
Company shall redeem the then remaining Advisory Fee Shares in Buyer's possession for an amount of Dollars equal to the Share Value,
less any cash proceeds received by the Buyer from any previous sales of Advisory Fee Shares, if any, payable by wire transfer to
an account designated by Buyer within five (5) Business Days from the date the Buyer delivers such redemption notice to the Company.


 


(iv)         Piggyback
Registration Rights. In the event that the Company files a registration statement with respect to its Common Stock with the
SEC (other than a registration statement on Form S-4 or S-8 or any successor form thereto) after the Closing Date but before the
Buyer sells the Advisory Fee Shares, the Advisory Fee Shares shall be registered pursuant to such registration statement.


 




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7.6           Share
Reserve. The Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance,
five (5) times such number of shares of Common Stock as shall be necessary to effect the issuance of the Conversion Shares under
this Agreement or any other Transaction Documents (collectively, the "Share Reserve"). The Company represents
that it has sufficient authorized and unissued shares of Common Stock available to create the Share Reserve after considering all
other commitments that may require the issuance of Common Stock. The Company shall take all action reasonably necessary to at all
times have authorized, and reserved for the purpose of issuance, such number of shares of Common Stock as shall be necessary to
effect the full conversion of the Debentures that may be issuable hereunder. If upon receipt of a conversion notice from the Buyer,
the Share Reserve is insufficient to effect the full conversion of the Debentures that may be issuable hereunder, the Company shall
take all required measures to implement an increase of the Share Reserve accordingly. If the Company does not have sufficient authorized
and unissued shares of Common Stock available to increase the Share Reserve, the Company shall cause its authorized and unissued
shares to be increased within forty-five (45) days to an amount of shares equal to three (3) times the Conversion Shares.


 


7.7           Subsidiaries.
Any Subsidiary which is formed or acquired or otherwise becomes a Subsidiary of the Company
following the date hereof, within ten (10) Business Days of such event, shall become an additional party hereto and guarantor of
the Company's Obligation hereunder, and the Company shall take any and all actions necessary or advisable to cause said Subsidiary
to execute a counterpart to this Agreement and any and all other documents which the Buyer shall require. "Subsidiary"
shall mean, respectively, each and all such corporations, partnerships, limited partnerships, limited liability companies, limited
liability partnerships or other entities of which or in which a Person owns, directly or indirectly, fifty percent (50%) or more
of: (i) the combined voting power of all classes of stock/units having general voting power under ordinary circumstances to elect
a majority of the board of directors of such entity if a corporation; (ii) the management authority and capital interest or profits
interest of such entity, if a partnership, limited partnership, limited liability company, limited liability partnership, joint
venture or similar entity; or (iii) the beneficial interest of such entity, if a trust, association or other unincorporated organization.


 


ARTICLE VIII


CONDITIONS PRECEDENT TO THE COMPANY' S OBLIGATIONS
TO SELL


 


The obligation of the
Company hereunder to issue and sell the Securities to the Buyer at the Closings is subject to the satisfaction, at or before the
respective Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit
and may be waived by the Company at any time in its sole discretion:


 


8.1           Buyer
shall have executed the Transaction Documents and delivered them to the Company.


 


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


 




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8.3           The
Company shall have received such certificates, confirmations, resolutions, acknowledgements or other documentation necessary
or advisable from all applicable Governmental Authorities, including, but not limited to, those located in the State of
Nevada, as the Company may require in order to evidence such Governmental Authorities' approval of this Agreement, the
Transaction Documents and the purchase of the Debentures contemplated hereby.


 


ARTICLE IX


CONDITIONS PRECEDENT TO TIIE BUYER'S OBLIGATIONS
TO PURCHASE


 


The obligation of the
Buyer hereunder to purchase the Debentures at the Closings is subject to the satisfaction, at or before each applicable Closing
Date, of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided
that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


9.1           First
Closing. The obligation of the Buyer hereunder to purchase the Debentures at the First Closing is subject to the satisfaction,
at or before the First Closing Date, of each of the following conditions (in addition to any other conditions precedent elsewhere
in this Agreement), provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time
in its sole discretion:


 


(a)          The
Company, the Guarantor and/or the Chief Executive Officer (as applicable) shall have executed and delivered the Transaction Documents
applicable to the First Closing and delivered the same to the Buyer.


 


(h)          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 are already qualified as to materiality in Article VI above, in which case, such representations
and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the
First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and
the


Company and the Guarantor
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Company and the Guarantor at or prior to the First Closing Date.


 


(c)          The
Buyer shall have issued an irrevocable issuance instruction letter and board resolution, authorizing the issuance of the Advisory
Fee Shares and irrevocably directing its Transfer Agent to issue and deliver the Advisory Fee Shares to Buyer or its designee,


 


(d)          The
Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel.


  



    	33



    	 



    

 





(e)          The
Buyer shall have received evidence in a form satisfactory to the Buyer that the Company has authorized the Buyer to publish such
press releases with respect to this Agreement and the instant transaction, including, but not limited to, a copy of an email delivered
to Marketwire.com by the Company whereby the Company authorizes the Buyer to use its name and, if applicable, stock symbol, in
connection with current or future press releases.


 


(f)          The
Company and the Guarantor shall have executed and delivered to Buyer a closing certificate, certified as true, complete and correct
by an officer of the Company or Guarantor, in substance and form required by Buyer, which closing certificate shall include and
attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company
or Guarantor from the secretary of state (or comparable office) from the jurisdiction in which the Company is formed; (ii) the
Company's or Guarantor's Organizational Documents; (iii) copies of the resolutions of the board of directors of the Company or
Guarantor as adopted by the Company's or Guarantor's board of directors, in a form acceptable to Buyer; and (iv) resolution of
the Guarantor's shareholders, approving and authorizing the execution, delivery and performance of the Transaction Documents to
which it is party and the transactions contemplated thereby, in a form acceptable to the Buyer.


 


(g)            No event shall have
occurred which could reasonably be expected to have a Material Adverse Effect.


 


(h)            The Buyer shall have
received copies of UCC search reports, issued by the Secretary of State of the state of incorporation or residency, as applicable,
of the Company and the Guarantor, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements
which name the Company and the Guarantor, under their present name and any previous names, as debtors, together with copies of
such financing statements.


 


(i)           The Company and the
Guarantor shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate
the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement
instructions as may be required by Buyer.


 


9.2           Additional
Closing. Provided the Buyer is to purchase additional Debentures in accordance with Section 4.4 at an Additional Closing,
the obligation of the Buyer hereunder to accept and purchase the Debentures at any Additional Closing is subject to the satisfaction,
at or before the Additional Closing Date, of each of the following conditions:


 


(a)           The
Company and the Guarantor shall have executed the Transaction Documents applicable to the Additional Closing and delivered the
same to the Buyer.


 




    	34



    	 



    

  


(b)          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 are already qualified as to materiality in Article VI above,
in which case, such representations and warranties shall be true and correct in all respects without further qualification) as
of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties
that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the
covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or
prior to the Additional Closing Date. 


 


(c)          No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect.


 


(d)          No
default or Event of Default shall have occurred and be continuing under this Agreement or any other Transaction Documents, and
no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event
of Default under this Agreement or any other Transaction Documents.


 


(e)          The
Company and the Guarantor shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may
require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement
and joint disbursement instructions as may be required by Buyer.


 


ARTICLE X


INDEMNIFICATION


 


10.1         Company's
and the Guarantor's Obligation to Indemnify. In consideration of the Buyer's execution and delivery of this Agreement
and acquiring the Securities hereunder, and in addition to all of the Company's and the Guarantor's other obligations under
this Agreement, the Company and the Guarantor hereby agrees to defend and indemnify Buyer and its Affiliates and subsidiaries
and their respective directors, officers, employees, agents and representatives, and the successors and assigns of each of
them (collectively, the (“Buyer Indemnified Parties") and Company and the
Guarantor does hereby agree to hold the Buyer Indemnified Parties forever harmless, from and against any and all Claims made,
brought or asserted against the Buyer Indemnified Parties, or any one of them, and Company and the Guarantor hereby agrees to
pay or reimburse the Buyer Indemnified Parties for any and all Claims payable by any of the Buyer Indemnified Parties to any
Person, including reasonable attorneys' and paralegals' fees and expenses, court costs, settlement amounts, costs of
investigation and interest thereon from the time such amounts are due at the highest non-usurious rate of interest permitted
by applicable Law, through all negotiations, mediations, arbitrations, trial and appellate levels, as a result of, or arising
out of or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company and
the Guarantor in this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated
hereby or thereby; (ii) any breach of any covenant, agreement or Obligation of the Company an d the Guarantor contained in
this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; or
(iii) any Claims brought or made against the Buyer Indemnified Parties, or any one of them, by a third party and
arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement, the Transaction
Documents or any other instrument, document or agreement executed pursuant hereto or thereto, any transaction financed or to
be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Debentures, or the status
of the Buyer or holder of any of the Securities, as a buyer and holder of such Securities in the Company. To the extent that
the foregoing undertaking by the Company and the Guarantor may be unenforceable for any reason, the Company and the Guarantor
shall make the maximum contribution to the payment and satisfaction of each of the Claims covered hereby, which is
permissible under applicable Law.


 




    	35



    	 



    

  


ARTICLE XI


MISCELLANEOUS


 


11.1         Notices.
All notices of request, demand and other communications hereunder shall be addressed to the parties as follows:


 


	If to the Company:	MyECheck, Inc.
	 	2600 E. Bidwell St., Suite 140 
	 	Folsom, CA 95630
	 	Attention: Bruce M. Smith 
	 	Telephone: (844) 693.2432 
	 	Facsimile: (916) 542-7991
	 	E-Mail: bruce.smith@myecheck.com


 


	With a copy to:	Law Office of Benjamin D. Harvey 
	(which shall not constitute notice)	2311 Capitol Avenue
	 	Sacramento, CA 95816
	 	Attention: Benjamin Harvey, Esq.
	 	Telephone: (916) 752-4464
	 	Facsimile: (916) 405-4133 
	 	E-Mail: bharveyjd@comcast.net


  


	If to the Buyer:	TCA Global Credit Master Fund, LP 3960 
	 	Howard Hughes Parkway, Suite 500 Las 
	 	Vegas, NV 89169
	 	Attn: Mr. Robert Press 
	 	Telephone: (702) 990-3752 
	 	Facsimile: (973) 807-1813
	 	E-Mail: bpress@tcaglobalfund.com


 


	With a copy to:	Lucosky Brookman LLP
	(which shall not constitute notice)	101 Wood Avenue South, 5th 
	 	Floor Woodbridge, NJ 08830
	 	Attn: Seth A. Brookman, Esq. 
	 	Telephone: (732) 395-4400
	 	Facsimile: (732) 395-4401
	 	E-Mail: sbrookman@lucbro.com


 




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unless the address is
changed by the party by like notice given to the other parties. Notice shall be in writing and shall be deemed delivered: (i) if
mailed by certified mail, return receipt requested, postage prepaid and properly addressed to the address below, then tlu-ee (3)
business days after deposit of same in a regularly maintained U.S. Mail receptacle; or (ii) if mailed by Federal Express, UPS or
other nationally recognized overnight courier service, next business morning delivery, then one (1) business day after deposit
of same in a regularly maintained receptacle of such overnight courier; or (iii) if hand delivered, then upon hand delivery thereof
to the address indicated on or prior to 5:00 p.m., EST, on a business day. Any notice hand delivered after 5:00 p.m., EST, shall
be deemed delivered on the following business day. Notwithstanding the foregoing, notice, consents, waivers or other communications
referred to in this Agreement may be sent by facsimile, e-mail, or other method of delivery, but shall be deemed to have been delivered
only when the sending party has confirmed (by reply e-mail or some other form of written confirmation from the receiving party)
that the notice has been received by the other party.


 


11.2         Obligations
Absolute. None of the following shall affect the Obligations of the Company and the Guarantor to Buyer under this Agreement,
Buyer's rights with respect to the Collateral or any other Transaction Documents:


 


(a)          acceptance
or retention by Buyer of other property or any interest in property as security for the Obligations;


 


(b)          release
by Buyer of all or any part of the Collateral or of any party liable with respect to the Obligations (other than Company and
the Guarantor);


 


(c)          release,
extension, renewal, modification or substitution by Buyer of the debentures or any other Transaction Documents; or


 


(d)          failure
of Buyer to resort to any other security or to pursue the Company or any other obligor liable for any of the Obligations of
the Company and the Guarantor hereunder before resorting to remedies against the Collateral.


 


1 1.3           Entire
Agreement. This Agreement and the other Transaction Documents:(i) are valid, binding and enforceable against the Company,
the Guarantor and Buyer in accordance with its provisions and no conditions exist as to their legal effectiveness; (ii) constitute
the entire agreement between the parties; and (iii) are the final expression of the intentions of the Company, the Guarantor and
Buyer. No promises, either expressed or implied, exist between the Company, the Guarantor and Buyer, unless contained herein or
in the Transaction Documents. This Agreement and the Transaction Documents supersede all negotiations, representations, warranties,
commitments, offers, contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution
hereof.


 




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11.4         Amendments;
Waivers. No amendment, modification, termination, discharge or waiver of any provision of this Agreement or of the Transaction
Documents, or consent to any departure by the Company or the Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by Buyer, and then such waiver or consent shall be effective only for the specific purpose for which
given.


 


11.5         WAIVER
OF JURY TRIAL. BUYER, THE COMPANY AND THE GUARANTOR, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT
WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT
TO ANY LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY TRANSACTION DOCUMENT
OR ANY OF THE OBLIGATIONS HEREUNDER, THE COLLATERAL, OR ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH BUYER AND THE COMPANY AND/OR
THE GUARNATORS ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR BUYER PURCHASING THE DEBENTURES.


 


11.6         MANDATORY
FORUM SELECTION. TO INDUCE BUYER TO PURCHASE THE DEBENTURES, THE CREDIT PARTIES IRREVOCABLY AGREE THAT ANY DISPUTE
ARISING UNDER, RELATING TO, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR RELATED TO ANY MATTER WHICH IS
THE SUBJECT OF OR INCIDENTAL TO THIS AGREEMENT ANY OTHER TRANSACTION DOCUMENT (WHETHER OR NOT SUCH CLAIM IS BASED UPON BREACH
OF CONTRACT OR TORT) SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN
BROW A_RD COUNTY, FLORIDA. THIS PROVISION IS INTENDED TO BE A "MANDATORY" FORUM SELECTION CLAUSE AND GOVERNED BY
AND INTERPRETED CONSISTENT WITH FLORIDA LAW. EACH CREDIT PARTY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY
STATE OR FEDERAL COURT HAVING ITS SITUS IN SAID COUNTY, AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS. EACH CREDIT
PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND CONSENT THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE CREDIT PARTIES AS SET FORTH HEREIN IN THE MANNER PROVIDED BY
APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.


 


11.7         Assignability.
Buyer may at any time assign Buyer's rights in this Agreement, the Debentures, any Transaction Document, or any part thereof and
transfer Buyer's rights in any or all of the Collateral, and Buyer thereafter shall be relieved from all liability with respect
to such Collateral. In addition, Buyer may at any time sell one or more participations in the Debentures. The Company and the Guarantor
may not sell or assign this Agreement, any Transaction Document or any other agreement with Buyer, or any portion thereof, either
voluntarily or by operation of law, nor delegate any of its duties of obligations hereunder or thereunder, without the prior written
consent of Buyer, which consent may be withheld or conditioned in Buyer's sole and absolute discretion. This Agreement shall
be binding upon Buyer, the Guarantor and the Company and their respective legal representatives, successors and permitted assigns.
All references herein to a Company or the Guarantor shall be deemed to include any successors, whether immediate or remote. In
the case of a joint venture or partnership, the term "Company", or "Guarantor" shall be deemed to include all
joint venturers or partners thereof, who shall be jointly and severally liable hereunder.


 




    	38



    	 



    

  


11.8         Publicity.
Buyer shall have the right to approve, before issuance, any press release or any other public statement with respect to the transactions
contemplated hereby made by the Company; provided, however, that the Company shall be entitled, without the prior approval of Buyer,
to issue any press release or other public disclosure with respect to such transactions required under applicable securities or
other laws or regulations. Notwithstanding the foregoing, the Company shall use its best efforts to consult Buyer in connection
with any such press release or other public disclosure prior to its release and Buyer shall be provided with a copy thereof upon
release thereof. Buyer shall have the right to make any press release with respect to the transactions contemplated hereby without
Company's approval. In addition, with respect to any press release to be made by Buyer, the Company hereby authorizes and grants
blanket permission to Buyer to include the Company's stock symbol, if any, in any press releases. The Company shall, promptly upon
request, execute any additional documents of authority or permission as may be requested by Buyer in connection with any such press
releases.


 


11.9         Binding
Effect. This Agreement shall become effective upon execution by the Company, the Guarantor and Buyer.


 


11.10
       Governing Law. Except in the case of the Mandatory Forum Selection Clause in Section11.6 above, which clause shall
be governed and interpreted in accordance with Florida law, this Agreement and all other Transaction Documents shall be delivered
and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of Nevada, and for
all purposes shall be construed in accordance with the laws of such State, without giving effect to the choice of law provisions
of such State.


 


11.11         Enforceability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision
shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating
the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.


 


11.11         Survival
of Company's and the Guarantor's Representations. All covenants, agreements, representations and warranties made by the Company
and the Guarantor herein shall, notwithstanding any investigation by Buyer, be deemed material and relied upon by Buyer and shall
survive the making and execution of this Agreement and the Transaction Documents and the sale and purchase of the Debentures, and
shall be deemed to be continuing representations and warranties until such time as the Company and the Guarantor have fulfilled
all of its Obligations to Buyer hereunder and under all other Transaction Documents, and Buyer has been indefeasibly paid in full.


 




    	39



    	 



    

  


11.12         Time
of Essence. Time is of the essence in making payments of all amounts due Buyer under this Agreement and the other Transaction
Documents and in the performance and observance by the Company and the Guarantor of each covenant, agreement, provision and term
of this Agreement and the other Transaction Documents. The parties agree that in the event that any date on which performance is
to occur falls on a day other than a Business Day, then the time for such performance shall be extended until the next Business
Day thereafter occurring.


 


11.13         Release.
In consideration of the mutual promises and covenants made herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and intending to be legally bound hereby, the Company and the Guarantor hereby agree to fully,
finally and forever release and forever discharge and covenant not to sue Buyer, and/or any other Buyer Indemnified Parties from
any and all Claims, debts, fees, attorneys' fees, liens, costs, expenses, damages, sums of money, accounts, bonds, bills, covenants,
promises, judgments, charges, demands, causes of action, suits, Proceedings, liabilities, expenses, Obligations or Contracts of
any kind whatsoever, whether in law or in equity, whether asserted or unasserted, whether known or unknown, fixed or contingent,
under statute or otherwise, from the beginning of time through the Effective Date, including, without limiting the generality of
the foregoing, any and all Claims relating to or arising out of any financing transactions, credit facilities, debentures, security
agreements, and other agreements including each of the Transaction Documents, entered into by the Company and the Guarantor with
Buyer and any and all Claims that the Company and the Guarantor do not know or suspect to exist, whether through ignorance, oversight,
error, negligence, or otherwise, and which, if known, would materially affect their decision to enter into this Agreement or the
related Transaction Documents.


 


11.15         Interpretation.
If any provision in this Agreement requires judicial or similar interpretation, the judicial or other such body interpreting or
construing such provision shall not apply the assumption that the terms hereof shall be more strictly construed against one party
because of the rule that an instrument must be construed more strictly against the party which itself or through its agents prepared
the same. The parties hereby agree that all parties and their agents have participated in the preparation hereof equally.


 


11.16         Compliance
with Federal Law. The Company shall:(i) ensure that no Person who owns a controlling interest in or otherwise controls the
Company is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by
the Office of Foreign Assets Control ("OFAC"), the Department of the Treasury, included in any Executive Orders or any
other similar lists from any Governmental Authority, foreign or national; (ii) not use or permit the use of the proceeds of the
Debentures to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating
thereto, or any other similar national or foreign governmental regulations; and (iii) comply with all applicable Lender Secrecy
Act laws and regulations, as amended. As required by federal law and Buyer's policies and practices, Buyer may need to obtain,
verify and record certain customer identification information and documentation in connection with opening or maintaining accounts
or establishing or continuing to provide services.


 




    	40



    	 



    

  


7         Termination.
Upon payment in full of all outstanding Debentures purchased hereunder, together with all other charges, fees and costs due and
payable under this Agreement or under any of the Transaction Documents, the Company shall have the right to terminate this Agreement
upon written notice to the Buyer.


 


11.18         Gender
and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural,
as the identity of the party or parties or their personal representatives, successors and assigns may require.


 


11.19         Execution.
This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and
the same Agreement, and same shall become effective when counterparts have been signed by each party and each party has delivered
its signed counterpart to the other party. In the event that any signature is delivered by facsimile transmission or by e-mail
delivery of a ".pdf format file or other similar format file, such signature shall be deemed an original for all purposes
and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile
or ".pclf signature page was an original thereof.


 


11.20         Headings.
The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of the Agreement.


 


1 1 .2 1         Further
Assurances. The Company and the Guarantor will execute and deliver such further instruments and do such further acts and things
as may be reasonably required by Buyer to carry out the intent and purposes of this Agreement.


 


1
1.22         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.


 


[signature pages follow]


 




    	41



    	 



    

 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.


 


	COMPANY: 	 
	 	 
	MYECHECK, INC. 	 
	 	 
	By: 	/s/ Bruce M. Smith	 
	Name: Bruce M. Smith	 
	Title: Chief Financial Officer	 


 


	BUYER: 	 
	 	 
	TCA GLOBAL CREDIT MASTER FUND, LP 	 
	 	 
	By:	TCA Global Credit Master Fund GP, Ltd.	 
	Its:	General Partner	 


 


	By:	/s/ Robert Press 	 
	Name: Robert Press 	 
	Title: Managing Director 	 


 




    	42



    	 



    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed as of the date and year set forth above.


 


	COMPANY: 	 
	 	 
	MYECHECK, INC. 	 
	 	 
	By:	/s/ Bruce M. Smith	 
	Name: Bruce M. Smith 	 
	Title: Chief Financial Officer	 


 


	BUYER: 	 
	 	 
	TCA GLOBAL CREDIT MASTER FUND, LP 	 
	 	 
	By:	TCA Global Credit Master Fund GP, Ltd.	 
	Its:	General Partner	 


 


	By:	/s/ Robert Press	 
	Name: Robert Press	 
	Title:  Managing Director 	 


 




    	43



    	 



    

 


CONSENT AND AGREEMENT


 


The undersigned, referred to in the foregoing
securities purchase agreement as a guarantor. hereby consents and agrees to said securities purchase agreement and to the payment
of the amounts contemplated therein, documents contemplated thereby and to the provisions contained therein relating to conditions
to be fulfilled and obligations to be performed by it pursuant to or in connection with said securities purchase agreement to the
same extent as if the undersigned were a party to said securities purchase agreement.


 


	GUARANTOR: 	 
	 	 
	GREENPAY LLC 	 
	 	 
	By:  /s/ Bruce M. Smith	 
	Name: Bruce M. Smith	 
	Title: Chief Financial Officer 	 


 




    	44



    	 



    

 


EXHIBIT A


 


FORM OF DEBENTURE


 




    	45



    	 



    

 


EXHIBIT B


 


FORM OF SECURITY AGREEMENT


 




    	46



    	 



    

 


EXHIBIT C


 


FORM OF GUARANTEE


 




    	47



    	 



    

 


EXHIBIT D


 


FORM OF PLEDGE AGREEMENT


 




    	48



    	 



    

 


EXHIBIT E


 


FORM OF COMPLIANCE CERTIFICATE


 




    	49



    	 



    

 


EXHIBIT F


 


FORM OF CONFESSION OF JUDGMENT


 




    	50



    	 



    

 


EXHIBIT G


 


FORM OF IRREVOCABLE TRANSFER AGENT INSTRUCTION
LETTER


 




    	51



    	 



    

 


EXHIBIT H


 


FORM OF USE OF PROCEEDS CONFIRMATION


 




    	52



    	 



    

 


EXHIBIT I


 


FORM OF VALIDITY CERTIFICATE


 




    	53



    	 



    

 


SCHEDULE 6.1


 


SUBSIDIARIES


 


GreenPay LLC


 




    	54



    	 



    

 


SCHEDULE 6.12


 


REAL PROPERTY


 


None


 




    	55



    	 



    

 


SCHEDULE 6.21


 


BANK ACCOUNTS; BUSINESS LOCATIONS


 


Bank: Bank of America


 


Account Name: MyECheck, Inc.


 


Routing Number:  121000358


 


Account Number:  325005741227


 


Authorized Signatories: Edward R. Starrs, Bruce M. Smith, Rod Zalunardo


 


Bank: Bank of America


 


Account Name: MyECheck, Inc.


 


Routing Number:   121000358


 


Account Number:    325005740082


 


Authorized Signatories: Edward R. Starrs, Bruce M. Smith, Rod Zalunardo


 


Business Location(s):


 


2600 E. Bidwell Street, Suite 140


Folsom, CA
95630


 


1740 H Dell Range Blvd. #281


Cheyenne, WY 82009


 




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