Exhibit 10.17


 


AMENDED AND RESTATED
SECURITIES PURCHASE AGREEMENT, dated as of May 1, 2015 (this “Agreement”), by and among StationDigital Corporation,
a Delaware corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including
its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) and solely
for purposes of Section 9 hereof, Steel Pier Capital Advisors, LLC, in its capacity as collateral agent (the “Collateral
Agent”).


 


WITNESSETH:


 


WHEREAS, this Agreement
amends and restates in its entirety that Securities Purchase Agreement dated June 30, 2014.


 


WHEREAS, subject to the
terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser,
and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described
in this Agreement.


 


NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


1.           DEFINITIONS.
For purposes of this Agreement, unless the context otherwise requires, the following terms shall have the following respective
meanings:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Agreement” has the meaning
provided in the preamble.


 


“Business Day”
means a day other than a Saturday or Sunday or other day on which commercial banks in New York, New York are authorized or required
to close.


 


“Claim” has the meaning provided
in Section 7.3(b).


 


“Closing” has the meaning
provided in Section 2.2(a).


 


“Closing Date” shall be May
1, 2015.


 


“Code” means the United States
Internal Revenue Code of 1986, as amended.


 


“Collateral” has the meaning
provided in Section 3 of the Security Agreement.


 


“Collateral Agent” has the
meaning provided in the preamble.


 


“Commission” means the Securities
and Exchange Commission.


 




    	 



    	 



    

 


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


 


“Company” has the meaning
provided in the preamble.


 


“Company’s
Knowledge” means the actual knowledge of the Company’s CEO and any of the officers of the Company, after due investigation.


 


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


 


“Contracts” has the meaning
provided in Section 3.7.


 


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


 


“Exempt Issuance”
means the issuance of (a) shares of Common Stock or options or restricted stock units to consultants, employees, officers or directors
of the Company approved by the Board of Directors, (b) securities upon the exercise or exchange of or conversion of any Securities
issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and
outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement
to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities,
and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors
of the Company, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself
or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company
and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business
is investing in securities.


 


“Financial Statements” has
the meaning provided in Section 3.16.


 


“GAAP”
means generally accepted accounting principles as in effect from time to time and consistently applied and maintained throughout
the periods indicated. Whenever any accounting term is used herein which is not otherwise defined, it shall have the meaning ascribed
thereto under GAAP.


 




    	2



    	 



    

 


“Indebtedness”
means (a) any liabilities for borrowed money or amounts owed in excess of $25,000 (other than trade accounts payable incurred in
the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness
of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except
guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of
business; and (c) the present value of any lease payments in excess of $25,000 due under leases required to be capitalized in accordance
with GAAP.


 


“Indemnified Party” has the
meaning provided in Section 7.3(b).


 


“Indemnifying Party” has
the meaning provided in Section 7.3(b).


 


“Indemnitee Losses” has the
meaning provided in Section 7.3(a).


 


“Liabilities” has the meaning
provided in Section 3.16.


 


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


 


“Material Adverse
Effect” means a material adverse effect on the Company’s business, assets, properties, condition (financial or
otherwise), results of operation or prospects, or on the ability of the Company to perform its obligations under and consummate
the transactions contemplated by this Agreement.


 


“Material Contracts” has
the meaning provided in Section 3.6.


 


“Notes”
means the 15% Senior Secured Convertible Notes due, subject to the terms therein, 9 months from their date of issuance, issued
by the Company to the Purchasers hereunder, in the form of Exhibit A attached hereto.


 


“Permitted Indebtedness”
means (a) the Indebtedness evidenced by the Notes, (b) the Indebtedness existing on the Original Issue Date and set forth on Schedule
3.21 attached to this Agreement, (c) lease obligations and purchase money indebtedness of up to $500,000, in the aggregate, incurred
in connection with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets, and
(d) interest accruing after the date hereof on the aforesaid items.


 


“Permitted Lien”
means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental charges
or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and
by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been
(if required to be) established in accordance with GAAP; (b) Liens imposed by law which were incurred in the ordinary course of
the Company’s business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’
Liens, and other similar Liens arising in the ordinary course of the Company’s business, and which (x) do not individually
or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation
of the business of the Company and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings,
which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject
to such Lien; (c) Liens incurred in connection with Permitted Indebtedness under clauses (a), and (b) thereunder; and (d) Liens
incurred in connection with Permitted Indebtedness under clause (c) thereunder, provided that such Liens are not secured by assets
of the Company or its Subsidiaries other than the assets so acquired or leased.


 




    	3



    	 



    

“Person”
means any natural person, corporation, partnership, limited liability company, association, government, governmental agency or
other entity, whether acting in an individual, fiduciary or other capacity.


 


“Purchaser” has the meaning
provided in the preamble.


 


“Qualified Equity
Applicable Price” shall have the meaning ascribed to such term in the form of Note.


 


“Qualified Financing”
shall have the meaning ascribed to such term in the form of Note.


 


“Secured Parties” has the
meaning provided in the Security Agreement.


 


“Securities” means the Notes,
the Warrants, and the Underlying Shares.


 


“Security Agreement”
means that certain Amended and Restated Security Agreement between the Company and Steel Pier Capital Advisors, LLC in its capacity
as collateral agent on behalf of the several Purchasers in the form of Exhibit C attached hereto.


 


“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.


 


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


 


“Transaction Documents”
means this Agreement, the Warrants, the Notes, the Security Agreement and all exhibits and schedules thereto and hereto and any
other documents or agreements executed in connection with the transactions contemplated hereunder.


 


“Trading Day”
means a day on which the New York Stock Exchange is open for trading.


 




    	4



    	 



    

 


“Trading Market”
means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the
OTC Bulletin Board, the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market or the New York Stock Exchange.


 


“Transfer Agent”
means West Coast Stock Transfer, Inc., the current transfer agent of the Company with a mailing address of 721 N. Vulcan Ave. Ste.
205, Encinitas, CA 92024 and a facsimile number of (760) 452-4423,
and any successor transfer agent of the Company.


 


“Underlying Shares”
means Warrant Shares and the shares of Common Stock issued and issuable upon conversion of the Notes.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. New York City time to 4:02 p.m. New York City time); (b) if the OTC Bulletin Board is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board;
(c) if the Common Stock is not then listed or quoted on the OTC Bulletin Board and if prices for the Common Stock are then reported
in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per share of the Common Stock so reported; or (d) in all other cases, the fair
market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a
majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which
shall be paid by the Company.


 


“Warrants”
means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a)
hereof, which Warrants shall be exercisable commencing on the date of issuance and shall have a term of exercise equal to five
(5) years therefrom, in the form of Exhibit B attached hereto.


 


“Warrant Shares”
means the shares of Common Stock issuable upon exercise of the Warrants.


 


2.           PURCHASE
AND SALE OF THE NOTES AND WARRANTS.


 


2.1          Sale
and Transfer of Notes and Warrants.


 


(a)          Subject
to the terms and conditions set forth in this Agreement, the Company agrees to sell, and the Purchaser agrees to purchase $ 262,500
in principal amount (the “Principal”) of the Notes and the Warrants.


 




    	5



    	 



    

 


2.2          Closing.


 


(a)          Place
of Closing. The purchase and sale of the Notes and the Warrants (the “Closing”) shall take place on the
Closing Date at the offices of Sichenzia Ross Friedman Ference LLP (the “Escrow Agent”) located at 61 Broadway,
32nd Fl., New York, NY 10006 or at such other place as the Company and the Purchasers shall mutually agree. The Closing
shall occur upon acceptance by the Company of a subscription to purchase the $ 262,500 of the Notes and Warrants.


 


The obligations of Purchaser
and the Company shall be subject to the following conditions: (i) absence of any event having a Material Adverse Effect on the
Company, its business or its assets and (ii) approval by the board of directors of the Company of the transactions contemplated
hereby.


 


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


 


(i)          this
Agreement duly executed by the Company;


 


(ii)         a
Note with a principal amount equal to such Purchaser’s Subscription Amount, registered in the name of such Purchaser, evidencing
the principal amount of Notes that Purchaser is purchasing, against payment of the Subscription Amount therefor by certified or
bank check or wire transfer to such account as the Company may designate to the Purchaser;


 


(iii)        a
Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to such Purchaser’s
Subscription Amount (i.e., for every dollar paid by such Purchaser for the Note such Purchaser shall receive a warrant to purchase
one share of Common Stock) at an exercise price equal to the lesser of (A) 70% of the per share price for a share of Common Stock
sold in the Qualified Financing and (B) $0.45 per share, subject to adjustment therein; and


 


(c)          Purchaser
Deliverables: On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)          this
Agreement duly executed by such Purchaser;


 


(ii)         such
Purchaser’s Subscription Amount by wire transfer to the following account:


 


Bank of America


7601 N. Lindbergh Blvd., Hazelwood, MO 63042


A/C of StationDigital Corporation


ABA Routing No.:      


Account No.:              


 




    	6



    	 



    

 


Provided that (i) Purchaser has satisfied all
conditions set forth in this paragraph (c), and (ii) the Company has accepted and executed this Agreement, the Notes and Warrants
purchased by Purchaser will be delivered by the Company promptly following the Closing Date and the Purchaser’s Subscription
Amount shall be released to the Company by the Escrow Agent upon the written instruction of the Company. In the event that a Closing
does not occur, Purchaser’s funds will be returned by the Escrow Agent to Purchaser.


 


3.           REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE COMPANY.


 


As a material inducement
to the Purchaser to enter into this Agreement and purchase the Notes, the Company hereby represents, warrants and covenants to
Purchaser as follows:


 


3.1           Organization;
Good Standing; Qualification; Subsidiaries. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware, has all requisite corporate power and
authority to own and operate its properties and assets and to carry on its business as now conducted and as presently
proposed to be conducted. The Company is duly qualified and is authorized to transact business and is in good standing as a
foreign corporation in each other jurisdiction in which the failure to so qualify, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect. All of the direct and indirect subsidiaries of the Company are set
forth on Schedule 3.1. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each
Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are
validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase
securities. 


 


3.2           Authorization.
All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution
and delivery by the Company of this Agreement, the performance of all obligations of the Company hereunder and the sale and transfer
of the Notes to Purchaser has been taken, and this Agreement constitutes the valid and legally binding agreement
of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The sale of the Notes
is not subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.


 




    	7



    	 



    

 


3.3           Issuance
of the Securities. The issuance of the Notes, Warrants and Underlying Shares has been
duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, the Notes and Warrants will
be constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies. The Underlying Shares, when issued in accordance
with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens
imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company shall reserve
from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares. 


 


3.4           Consents.
No consent, approval, qualification, order or authorization of, or filing with, any Person is
required on the part of the Company in connection with the Company’s valid execution, delivery or performance of this Agreement
and the offer and sale of the Securities hereunder (other than federal and state securities filings relating to the issuance of
the Securities pursuant to applicable exemptions from registration, which the Company hereby undertakes to make in a timely fashion).       


 


3.5           Capitalization
and Voting Rights. The capitalization of the
Company is as set forth on Schedule 3.5, which Schedule 3.5 shall also include the number of shares of Common Stock owned
beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as set forth on Schedule 3.5, the
Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than
pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of
Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or
exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange
Act. Except as set forth on Schedule 3.5, no Person has any right of first refusal, preemptive right, right of participation,
or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on
Schedule 3.5, and except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants,
scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or
obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or
acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth
on Schedule 3.5, the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or
other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities
to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of
capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in
compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any
preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any
stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no
stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to
which the Company is a party or, to the knowledge of the Company, between or among any of the
Company’s stockholders.


 




    	8



    	 



    

 


3.6           No
Predecessors.       The Company has no predecessors, whether by way of succession by merger, consolidation
or other business combination with another entity or transfer of all or substantially all of another entity’s assets, or
otherwise.


 


3.7           Contracts
and Other Commitments. Schedule 3.7 lists all contracts, agreements, leases, commitments, instruments,
arrangements and understandings (“Contracts”), whether written or oral, to which the Company is a party which
require payments by either party thereto in excess of $250,000 or are otherwise material to the Company (the “Material
Contracts”). The Material Contracts are valid and legally binding, are in full force and effect and are enforceable in
accordance with their respective terms. The Company has not assigned, mortgaged, pledged, encumbered or otherwise hypothecated
any of its right, title or interest under the Material Contracts. Except as set forth on Schedule 3.7, neither the Company nor,
to the Company’s Knowledge, any other party thereto is in violation of or in default in respect of any Material Contract.
No notice or other communication has been received by the Company claiming any such violation or default by the Company or indicating
the desire or intention of any other party thereto to amend, modify, rescind or terminate any Material Contract.


 


3.8           Related
Party Transactions. No employee, officer, director or member of the Company or member of his
or her immediate family is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee
credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses
incurred on behalf of the Company, and (iii) for other standard employee benefits made generally available to all employees (including
stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company). None of such
persons has any direct or indirect ownership interest in any entity with which the Company is affiliated or with which the Company
has a business relationship, or any entity that competes with the Company, except that employees, officers, directors or stockholders
of the Company and members of their immediate families may own stock (not in excess of 1% of the outstanding stock) in publicly
traded companies that may compete with the Company. No employee, officer, director or shareholder of the Company or member of his
or her immediate family is, directly or indirectly, interested in any Contract to which the Company is a party.


 


3.9           Registration
Rights. The Company is not under any obligation and has not granted to any Person any rights
to register under the Securities Act any of its presently outstanding securities or any of its securities that may subsequently
be issued.


 


3.10         Permits.
The Company has all franchises, permits, licenses, approvals and similar authorizations necessary for the conduct of its business
as now being conducted by it, the lack of which, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect, and to the Company’s Knowledge, it can obtain, without undue burden or expense, any such authorization for
the conduct of its business as presently planned to be conducted. The Company is not in default in any material respect under any
of such franchises, permits, licenses or other similar authorizations.


 




    	9



    	 



    

 


3.11         Compliance.
The Company is not in violation or default of any provision of its organizational documents or
in default of any provision of any mortgage, indenture, agreement, instrument or contract to which it is a party or by which the
Company or its assets or properties are bound or of any federal, state or local judgment, order, writ, decree, statute, rule, regulation
or restriction applicable to the Company or its business including federal or state securities laws or regulations. The execution,
delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, will not
result in any such violation or default or be in material conflict with or constitute, with or without the passage of time or giving
of notice, either a material default under any such provision or an event that results in the creation of any material Lien upon
any assets or properties of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise, permit,
license, approval or authorization applicable to the Company, its business or operations, or any of its assets or properties. The
Company has obtained all necessary “Blue Sky” law permits and qualifications, or secured exemptions therefrom, required
by any state for the offer and sale of the Notes.


 


3.12         Litigation.
There is no action, suit, proceeding or investigation pending or threatened against or affecting
the Company that questions the validity of this Agreement or the right of the Company to enter into this Agreement, or to consummate
the transactions contemplated hereby, or that might result, either individually or in the aggregate, in any Material Adverse Effect.
To the Company’s Knowledge, there is no basis upon which any such action, suit, proceeding or investigation could reasonably
be brought or initiated against the Company or the Company. The foregoing includes, without limitation, any action, suit, proceeding
or investigation pending or threatened involving the prior employment of any of the Company’s employees, their use in connection
with the Company’s business of any information or techniques allegedly proprietary to any of their former employers, their
obligations under any agreements with former employers, or negotiations by the Company with potential backers of, or investors
in, the Company or its business. The Company is not a party to or named in or subject to any order, writ, injunction, judgment
or decree of any court, government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company
currently pending or that the Company currently intends to initiate.


 


3.13         Sale
of the Securities. Subject to the truth and accuracy of Purchaser’s representations set
forth in this Agreement, the offer, sale, purchase and transfer of the Securities as contemplated by this Agreement, are exempt
from the registration requirements of the Securities Act, and neither the Company nor any agent acting on his or its behalf will
take any action hereafter that would cause the loss of such exemption.


 


3.14         Title
to Property and Assets; Leases. The Company has good and marketable title to its properties and
assets free and clear of all Liens. 


 


3.15         Confidentiality
Agreements. Each current and former employee, officer and director of the Company is party to
an employment agreement that contains confidentiality provisions protecting the Company’s proprietary information and inventions.
Each current and former consultant to the Company has executed a consulting agreement that contains confidentiality provisions
protecting the Company’s proprietary information and inventions. No current or former employee, officer, director or consultant
has excluded works or inventions made prior to his or her employment or consulting relationship with the Company from his or her
assignment of inventions pursuant to such person’s employment or consulting agreement, as applicable.


 




    	10



    	 



    

 


3.16        Tax
Returns, Payments and Elections.


 


(a)          The
Company has filed all Tax Returns which are required to be filed by it. Such Tax Returns are true, correct and complete in all
material respects. All Taxes owed by the Company, whether or not shown on any Tax Return, have been timely paid, except with respect
to Taxes which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Tax Returns
of the Company have not been audited by the Internal Revenue Service or other applicable Tax authority, and no controversy with
respect to Taxes of any type is pending or, to the Company’s Knowledge, threatened. Since the date of the Financial Statements,
the Company has made adequate provision on its books of account for all Taxes, assessments and governmental charges with respect
to its business, assets, properties and operations for such period.


 


(b)          The
Company has never been an S corporation within the meaning of Sections 1361 and 1362 of the Code at any time during its existence.
The Company has never been the common parent or a member of any affiliated group of corporations filing a consolidated federal
income tax return. The Company is not a party to any tax sharing agreement or other arrangement pursuant to which it could be liable
for any Taxes of any Person. The Company has not filed a consent under Section 341(f) of the Code regarding collapsible corporations.


 


(c)          The
Company has withheld and paid all Taxes required to have been withheld and paid with respect to amounts paid or owing to any employee,
independent contractor, creditor, stockholder or other third party. All independent contractors are properly classified as such.


 


(d)          For
purposes of this Section 3.16:


 


“Tax” shall
mean any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar),
unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on-minimum,
estimated or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not.


 


“Tax Return”
shall mean any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any
schedule or attachment thereto and any amendment thereof.


 




    	11



    	 



    

 


3.17         SEC
Reports; Financial Statements. Except for the annual report on Form 10-K for the fiscal year
ended December 31, 2014, the Company has filed all reports, schedules, forms, statements and other documents required to be filed
by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two
years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred
to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and
has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied
in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports,
when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial
statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent
basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements
or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates
thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments. 


 


3.18         Material
Changes. Since the date of the latest audited financial statements included within the SEC Reports,
except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event, occurrence
or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not
incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary
course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial
statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting,
(iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased,
redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity
securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not
have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities
contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company or its Subsidiaries
or their respective business, properties, operations or financial condition, that would be required to be disclosed by the Company
under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at
least one Trading Day prior to the date that this representation is made.


 


3.19         Listing
and Maintenance Requirements. The Common Stock is not registered pursuant to Section 12(b) or
12(g) of the Exchange Act. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market
on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing
or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with all such listing and maintenance requirements.


 




    	12



    	 



    

 


3.20         Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i)
taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation
for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting
another to purchase any other securities of the Company.


 


3.21         Acknowledgment
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein
to the contrary notwithstanding, it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked
by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the
Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified
term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short
Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may
negatively impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties
in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short”
position in the Common Stock and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s
length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one
or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including,
without limitation, during the periods that the value of the Underlying Shares deliverable with respect to Securities are being
determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the
Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned
hedging activities do not constitute a breach of any of the Transaction Documents.


 


3.22         Real
Property Holding Corporation. The Company is not and has never been a United States real property
holding corporation within the meaning of Section 897(c)(2) of the Code and any regulations promulgated thereunder.


 


3.23         Foreign
Corrupt Practices Act. The Company has not taken any action which would cause it to be in violation
of the Foreign Corrupt Practices Act of 1977, as amended, or any rules and regulations thereunder. There is not now, and there
has never been, any employment by the Company of, or beneficial ownership in the Company by, any governmental or political official
in any country in the world.


 


3.24         Disclosure.
Neither this Agreement nor any written statement or certificate made or delivered by or on behalf
of the Company in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary
to make the statements herein or therein not misleading.


 




    	13



    	 



    

 


3.25         Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of
the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated
by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries
maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed
in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The
Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers
have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of
the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).
The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers
about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the
Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange
Act) that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting
of the Company and its Subsidiaries.


 


3.26         Use
of Proceeds. The proceeds from the offering and sale of the Securities will be used for working capital and general corporate
purposes as specified in Schedule 3.26.


 


3.27         No
Commissions. The Company has not incurred any obligation for any finder’s, broker’s or agent’s fees or commissions
in connection with the transaction contemplated hereby.


 


3.28         Intellectual
Property Rights. The Company and its subsidiaries own or possess adequate 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 rights necessary to conduct their respective businesses as now conducted. The Company
and its subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries of trademark, trade name
rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade
secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information
by others and, except as set forth on Schedule 3.28, there is no claim, action or proceeding being made or brought against, or
to the Company’s knowledge, being threatened against, the Company or its subsidiaries regarding trademarks, trade name rights,
patents, patent rights, inventions, copyrights, licenses, service names, service marks, service mark registrations, trade secrets
or other infringement.


 


3.29         Employee
Benefits; ERISA. The Company has no employee benefit plans, programs, policies and arrangements.


 




    	14



    	 



    

 


4.           REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE PURCHASER.


 


As a material inducement
to the Company to enter into this Agreement and purchase the Notes, the Purchaser hereby represents, warrants and covenants to
Company as follows:


 


4.1           Transaction
Documents. In connection with this subscription, Purchaser has read this Agreement and the other
documents contained in this investor package (this “Investor Package”). Purchaser acknowledges that this Investor Package
is not intended to set forth all of the information which might be deemed pertinent by an investor who is considering an investment
in the Securities. It is the responsibility of Purchaser (i) to determine what additional information it desires to obtain in evaluating
this investment, and (ii) to obtain such information from the Company. Purchaser is advised to retain its own legal counsel and
financial advisors in connection with its investment in this Offering. 


 


4.2           Accredited
Investor Status. This Offering is limited to persons who are “accredited investors,”
as that term is defined in Regulation D under the Securities Act of 1933, as amended (together with the rules and regulations promulgated
thereunder, the “Act”), and who have the financial means and the business, financial and investment experience and
acumen to conduct an investigation as to, and to evaluate, the merits and risks of this investment. Purchaser hereby represents
that he, she or it has read, is familiar with and understands Rule 501 of Regulation D under the Act. Purchaser is an “accredited
investor” as defined in Rule 501(a) of Regulation D, as amended.


 


4.3           Public
Information. Purchaser acknowledges that the Company is not subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and voluntarily files current and periodic
reports with the Securities Exchange Commission (the “Commission” or “SEC”) containing financial and other
material information relating to the Company and its business. Such reports are publicly available on www.sec.gov and Purchaser
has had an opportunity to review such filings in connection with Purchaser’s decision to invest in the Securities. Purchaser
has had full access to all the information which Purchaser (or Purchaser’s legal and or financial advisors) consider necessary
or appropriate to make an informed decision with respect to Purchaser’s investment in the Securities. Purchaser acknowledges
that the Company has made available to Purchaser and Purchaser’s advisors the opportunity to examine and copy any contract,
matter or information which Purchaser considers relevant or appropriate in connection with this investment and to ask questions
and receive answers relating to any such matters including, without limitation, the financial condition, management, employees,
business, obligation, corporate books and records, budgets, business plans of and other matters relevant to the Company. To the
extent Purchaser has not sought information regarding any particular matter, Purchaser represents that he or she had and has no
interest in doing so and that such matters are not material to Purchaser in connection with this investment. Purchaser has accepted
the responsibility for conducting Purchaser’s own investigation, due diligence and obtaining for itself such information
as to the foregoing and all other subjects as Purchaser deems relevant or appropriate in connection with this investment. Purchaser
is not relying on any representation other than that contained herein. Purchaser acknowledges that no representation regarding
projected financial performance or a projected rate of return has been made to it by any party.


 




    	15



    	 



    

 


4.4           Restricted
Securities. Purchaser understands that the offering of the Securities has not been registered
under the Act, in reliance on an exemption for private offerings provided pursuant to Section 4(a)(2) and/or Regulation D promulgated
under the Act and that, as a result, the Securities and the Underlying Shares will be “restricted securities” as that
term is defined in Rule 144 under the Act. Purchaser further understands that the Offering of the Securities has not been qualified
or registered under any foreign or state securities laws in reliance upon the representations made and information furnished by
Purchaser herein and any other documents delivered by Purchaser in connection with this subscription; that the Offering has not
been reviewed by the SEC or by any foreign or state securities authorities; that Purchaser’s rights to transfer the Securities
will be restricted, which includes restrictions against transfers unless the transfer is not in violation of the Act and applicable
state securities laws (including investor suitability standards); and that the Company may in its sole discretion require Purchaser
to provide at Purchaser’s own expense an opinion of its counsel to the effect that any proposed transfer is not in violation
of the Act or any state securities laws.


 


4.5           Power
and Authority. Purchaser is empowered and duly authorized
to enter into this Agreement, which constitutes a valid and binding agreement
of Purchaser, enforceable against Purchaser in accordance with its terms; and the person signing this Agreement on behalf of Purchaser
is empowered and duly authorized to do so.


 


4.6           Limited
Liquidity. Purchaser acknowledges that, while the Common Stock is publicly traded on the OTCQB,
there is limited trading volume with respect to the Common Stock and, as such, it may be difficult for Purchaser to sell or dispose
of the Underlying Shares if and when Purchaser converts its Note or exercises its Warrants. Purchaser hereby represents that it
is able to bear the risk of illiquidity and the risk of a complete loss of this investment.


 


4.7           Investor
Questionnaire. The information in any documents delivered by Purchaser in connection with this
subscription, including, but not limited to the Accredited Investor Questionnaire attached as Exhibit D, is true, correct and complete
in all respects as of the date hereof. Purchaser agrees promptly to notify the Company in writing of any change in such information
after the date hereof.


 


4.8           No
General Solicitation. The offering and sale of the Securities to Purchaser were not made through
any advertisement in printed media of general and regular paid circulation, radio or television or any other form of advertisement,
or as part of a general solicitation.


 


4.9           Risk
Factors. Purchaser recognizes that an investment in the Securities involves significant risks,
including, without limitation, the Risk Factors set forth herein as Exhibit G. Purchaser has read and understands such risks and
understands that such risks, and others, can result in the loss of Purchaser’s entire investment in the Securities.


 


4.10         Acquiring
for Investment Purposes. Purchaser is acquiring the Securities, as principal,
for Purchaser’s own account for investment purposes only, and not with a present
intention toward or for the resale, distribution or fractionalization thereof, and no
other person has a beneficial interest in the Securities. Purchaser has no present intention of selling or otherwise distributing
or disposing of the Securities, and understands that an investment in the Securities must be considered a long-term illiquid investment.


 




    	16



    	 



    

 


4.11         Short
Sales and Confidentiality Prior to the Date Hereof. Other than consummating the transactions
contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any
understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during
the period commencing from the time that such Purchaser first received a term sheet (written or oral) from the Company or any other
Person representing the Company setting forth the material terms of the transactions contemplated hereunder until the date hereof
(“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment
vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers
have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s
assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager
that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this
Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction).


 


5.           CONDITIONS
OF THE PURCHASER’S OBLIGATIONS AT CLOSING. The obligations of Purchaser to purchase the
Notes are subject to the fulfillment or waiver at or before the Closing of each of the following conditions:


 


5.1           Representations
and Warranties. The representations and warranties of the Company contained in Section 3 shall
be true and correct in all material respects (except for representations and warranties qualified by materiality or Material Adverse
Effect, which shall be true and correct in all respects) on and as of the date of the Closing with the same effect as though such
representations and warranties had been made on and as of the date of the Closing.


 


5.2           Performance.
The Company shall have performed and complied in all material respects with all agreements, obligations
and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.


 


5.3           Consents.
All consents, authorizations, approvals and permits of any Person that are required in connection with the issuance and sale of
the Notes pursuant to this Agreement shall have been duly obtained and be effective as of the Closing.


 


5.4           No
Material Adverse Change. Since March 30, 2014, there shall have been no material adverse changes
to the business, assets, properties, condition, financial or otherwise, or results of operations of the Company.


 


5.5           Proceedings.
All corporate and other proceedings and all documents incidental to the transactions involved
in the purchase of the Notes by the Purchaser shall be reasonably satisfactory in substance and form to the Purchaser and his counsel,
and the Purchaser and his counsel shall have received all such counterpart originals or certified or other copies of such documents
as the Purchaser and his counsel may reasonably request, including, without limitation, the following, at each Closing:


 




    	17



    	 



    

 


(a)          A
Certificate, as of the most recent practicable dates prior to the Closing, as to the good standing of the Company issued by the
Secretary of State of the State of Delaware; and


 


(b)          The
Company’s Certificate of Incorporation, as amended to date, certified by the Company’s Board of Directors as of the
date of the Closing.


 


(c)          An
Officer’s Certificate signed by the Chief Executive Officer of the Company certifying that each of the conditions set forth
in Sections 5.1 through 5.4 of this Agreement has been satisfied as of such Closing Date.


 


(d)          a
legal opinion from counsel to the Company substantially in the form set forth in Exhibit F hereto.


 


5.6          Due
Diligence and No Material Adverse Change. The Company shall have provided Purchaser access to
information as Purchaser has reasonably requested in connection with its due diligence review and Purchaser shall have concluded
its due diligence review of the Company to its complete satisfaction and shall be reasonably satisfied that there has been no material
adverse change in the business, operations, financial condition or prospects of the Company.


 


6.           CONDITIONS
OF THE SELLER’S OBLIGATIONS AT CLOSING. The obligations of the Company to Purchaser to
transfer and sell the Notes to Purchaser are subject to the fulfillment or waiver at or before the Closing of each of the following
conditions:


 


6.1          Representations
and Warranties. The representations and warranties of Purchaser contained in Section 4 shall
be true and correct in all material respects on and as of the date of the Closing with the same effect as though such representations
and warranties had been made on and as of the date of the Closing.         


 


7.           OTHER
AGREEMENTS OF THE PARTIES


 


7.1          Transfer
Restrictions. The Securities may only be disposed of in compliance with state and federal
securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or
Rule 144, to the Company or to an Affiliate of a Purchaser, the Company may require the transferor thereof to provide to the
Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of
which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration
of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in
writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this
Agreement.


 


The Purchasers agree to the imprinting, so long as is required by
this Section 7.1, of a legend on any of the Securities in substantially the following form:


 




    	18



    	 



    

 


NEITHER THIS SECURITY NOR THE SECURITIES INTO
WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE] HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE
SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED
IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


The Company acknowledges and agrees that a
Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security
interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in
Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the
terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a
pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured
party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate
Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of
Securities may reasonably request in connection with a pledge or transfer of the Securities.


 


Certificates evidencing the Underlying Shares
shall not contain any legend: (i) while a registration statement covering the resale of such security is effective under the Securities
Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale
under Rule 144 or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations
and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the
Transfer Agent promptly if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any portion
of a Note is converted or Warrant is exercised at a time when there is an effective registration statement to cover the resale
of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under
applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the
Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such
legend is no longer required under this Section 7.1, it will, no later than three (3) Trading Days following the delivery by a
Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive
legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser
a certificate representing such shares that is free from all restrictive and other legends, in addition, the Company shall deliver
such Purchaser a copy of such opinion, the instruction letter to the Transfer Agent, the resolution of the Board of Directors authorizing
the Transaction Documents and any additional supporting documentation requested by the Purchaser as may be requested by the Purchaser
in order to deposit Underlying Shares in accounts with its prime broker (or other brokerage account); provided, however,
in the event the restrictive legend on such certificate is being removed pursuant to Rule 144 or such Underlying Shares as first
being issued without legend in reliance on Rule 144, such Purchaser shall, at the time of delivery of such certificates to the
Company or Transfer Agent, represent to the Company and Company Counsel that (i) it intends to sell such Underlying Shares prior
to the filing date of the Company’s next period report and (ii) if such Underlying Shares are not sold by such filing date
and such Underlying Shares are no longer eligible for resale under Rule 144 such Purchaser will deliver such shares to the Transfer
Agent or Company to have the restrictive legend placed back on such certificates representing such Underlying Shares. The Company
may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set
forth in this Section 7.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer
Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System
as directed by such Purchaser.


 




    	19



    	 



    

 


7.2          Furnishing
of Information; Public Information.


 


(a)          Until
the earliest of the time that no Purchaser owns Securities, the Company covenants to obtain and maintain the registration of the
Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange
Act even if the Company is not then subject to the reporting requirements of the Exchange Act.


 


(b)          
At any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that no
Purchaser shall hold any Underlying Shares, if the Company shall fail for any reason to satisfy the current public information
requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s other
available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason
of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate
Subscription Amount of such Purchaser’s Securities on the day of a Public Information Failure and on every thirtieth (30th)
day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information
Failure is cured and (b) such time that no Purchaser shall hold any Underlying Shares. The payments to which a Purchaser shall
be entitled pursuant to this Section 7.2(b) are referred to herein as “Public Information Failure Payments.”
Public Information Failure Payments shall be paid on the earlier of (i) three (3) Business Days after the last day of the
calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day
after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails
to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear
interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s
right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies
available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.


 




    	20



    	 



    

 


7.3          Conversion
and Exercise Procedures. Each of the form of Notice of Exercise included in the Warrants and
the form of Notice of Conversion included in the Notes set forth the totality of the procedures
required of the Purchasers in order to exercise the Warrants or convert the Notes. Without
limiting the preceding sentences, no ink-original Notice of Exercise or Notice of Conversion shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Exercise or Notice of Conversion form be required in order
to exercise the Warrants or convert the Note. No additional legal opinion, other information
or instructions shall be required of the Purchasers to exercise their Warrants or convert their Notes.
The Company shall honor exercises of the Warrants and conversions of the Notes and shall
deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.


 


7.4          Participation
in Future Financing.


 


(a)          From
the date hereof until the date that is the 12 month anniversary of the Closing Date, upon any issuance by the Company or any of
its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination thereof (a “Subsequent
Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal
to 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided
for in the Subsequent Financing.


 


(b)          At
least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written
notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser
if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”).
Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall
promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The
Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of
proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed
to be effected and shall include a term sheet or similar document relating thereto as an attachment.


 


(c)          Any
Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30
p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that such Purchaser
is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and
warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent
Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall
be deemed to have notified the Company that it does not elect to participate.


 


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


 




    	21



    	 



    

 


(e)          If
by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the
Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount
of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the
Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased
on the Closing Date by a Purchaser participating under this Section 7.4 and (y) the sum of the aggregate Subscription Amounts of
Securities purchased on the Closing Date by all Purchasers participating under this Section 7.4.


 


(f)          The
Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of
participation set forth above in this Section 7.4, if the Subsequent Financing subject to the initial Subsequent Financing Notice
is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after
the date of the initial Subsequent Financing Notice.


 


(g)          The
Company and each Purchaser agree that if any Purchaser elects to participate in the Subsequent Financing, the transaction documents
related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to
any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination
of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of
such Purchaser.


 


(h)          Notwithstanding
anything to the contrary in this Section 7.4 and unless otherwise agreed to by such Purchaser, the Company shall either confirm
in writing to such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly
disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Purchaser
will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent
Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent
Financing has been made, and no notice regarding the abandonment of such transaction has been received by such Purchaser, such
transaction shall be deemed to have been abandoned and such Purchaser shall not be deemed to be in possession of any material,
non-public information with respect to the Company or any of its Subsidiaries.


 




    	22



    	 



    

 


8.           MISCELLANEOUS.


 


8.1          Expenses.
The Company will pay, or reimburse the Purchaser and hold the Purchaser harmless against Liability
for the payment of all stamp and other taxes which may be payable in respect of the execution and delivery of this Agreement or
the purchase and delivery of the Notes, incurred by the Purchaser in connection with the purchase and sale of the Notes hereunder.


 


8.2          Survival.
Except as otherwise provided in this Agreement, all representations, warranties, covenants and
agreements contained in this Agreement, including without limitation Section 9 hereof, shall survive the execution and delivery
of this Agreement and the Closing. No investigation by the Purchaser shall affect the survival or enforceability of the Company’s
representations, warranties, covenants and agreements contained in this Agreement.


 


8.3          Indemnification.


 


(a)          The
Company hereby agrees to indemnify and hold harmless the Purchaser, his, her or its affiliates and respective officers, directors,
partners, advisors, members, shareholders, employees and agents (collectively, the “Purchaser’ Indemnitees”)
from and against any and all losses, claims, damages, judgments, penalties, liabilities and deficiencies (collectively, “Indemnitee
Losses”), and agrees to reimburse the Purchaser’ Indemnitees for all reasonable out-of-pocket expenses (including the
reasonable fees and expenses of legal counsel), in each case promptly as incurred by the Purchaser’ Indemnitees and to the
extent arising out of or in connection with: (i) any material misrepresentation or material breach of any of the Company’s
representations or warranties contained in this Agreement or the annexes, schedules or exhibits hereto; or (ii) any failure by
the Company to perform any of the Company’s covenants, agreements, undertakings or obligations set forth in this Agreement
or the annexes, schedules or exhibits hereto. The maximum aggregate liability of the Company for claims pursuant to this Section
8.3 shall be the Subscription Amount. Notwithstanding anything to the contrary contained herein, the Company shall not have any
liability for indemnification pursuant to this Section 8.3 until the aggregate Indemnitee Losses are in excess of 5% of the Subscription
Amount, at which point the Company shall be liable for the entire amount of Indemnitee Losses up to the maximum aggregate liability
hereunder.


 




    	23



    	 



    

 


(b)          Promptly
after receipt by any indemnitee seeking indemnification pursuant to this Section 8.3 of written notice of any investigation, claim,
proceeding or other action in respect of which indemnification is being sought (each, a “Claim”), the indemnitee
seeking indemnification therefor (an “Indemnified Party”) promptly shall notify the Company (the “Indemnifying
Party”) of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any
liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced
by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties,
the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim
by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the
defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate
legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, out-of-pocket
costs and expenses, (y) the Indemnified Party reasonably shall have concluded that representation of the Indemnified Party and
the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel
to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or
if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to
the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the
Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs
separate legal counsel in circumstances other than as described in clauses (x), (y) or (z) above, the fees, costs and expenses
of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall
not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of legal
counsel for the Indemnified Party (together with appropriate local counsel). The Indemnifying Party shall not, without the prior
written consent of the Indemnified Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or
consent to the entry of any judgment that does not include an unconditional release of the Indemnified Party from all Liabilities
with respect to such Claim or judgment.


 


(c)          In
the event an Indemnified Party shall have a claim for indemnification hereunder that does not involve a claim or demand being asserted
by a third party, the Indemnified Party promptly shall deliver notice of such claim to the Indemnifying Party. If the Indemnified
Party disputes the claim, such dispute shall be resolved by mutual agreement of the Indemnified Party and the Indemnifying Party
or, failing any such agreement, by order or judgment of a court of appropriate jurisdiction.


 


8.4          Notices.
All notices and other communications required or permitted under this Agreement shall be deemed
to have been duly given and made if in writing and if served either by personal delivery to the party for whom intended (which
shall include delivery by Federal Express or similar nationally-recognized service) or three (3) business days after being deposited,
postage prepaid, certified or registered mail, return receipt requested, in the United States mail bearing the following address
for, or such other address as may be designated in writing hereafter by, such party:


 


(a)          if
to the Company, to:


 


StationDigital Corporation


5700 Oakland Avenue, #200


St. Louis, MO 63110


Attention: Louis Rossi, CEO


Telephone: (877) 482-9585


Facsimile: (877) 482-9585


Email: lrossi@stationdigital.com


 


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


 




    	24



    	 



    

 


Darrin M. Ocasio, Esq.


Sichenzia Ross Friedman Ference LLP


61 Broadway, 32nd Fl.


New York, NY 10006


 


(b)          If
to a Purchaser or the Collateral Agent, to the address of such Purchaser or the Collateral Agent, as applicable, set forth on the
signature pages hereto.


 


8.5          Waiver.
No delay on the part of any party hereto with respect to the exercise of any right, power, privilege
or remedy under this Agreement shall operate as a waiver thereof, nor shall any exercise or partial exercise of any such right,
power, privilege or remedy preclude any further exercise thereof or the exercise of any other right, power, privilege or remedy.
No modification or waiver by any party hereto of any provision of this Agreement, or consent to any departure by any other party
therefrom, shall be effective other than in the specific instance and for the purpose for which given.


 


8.6          Remedies.
The rights, powers, privileges and remedies hereunder are cumulative and not exclusive of any
other right, power, privilege or remedy the parties hereto would otherwise have.


 


8.7          Entire
Agreement. The Transaction Documentation constitutes the entire agreement and understanding between
the Purchaser and the Company, and supersedes all prior agreements and understandings, relating to the subject matter hereof.


 


8.8          GOVERNING
LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT
AND INTERPRETATION OF THE TRANSACTION DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. EACH PARTY AGREES THAT ALL LEGAL PROCEEDINGS
CONCERNING THE INTERPRETATION, ENFORCEMENT AND DEFENSE OF THE TRANSACTIONS CONTEMPLATED BY ANY OF THE TRANSACTION DOCUMENTS (WHETHER
BROUGHT AGAINST A PARTY HERETO OR ITS RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR AGENTS) SHALL BE COMMENCED
IN THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, COUNTY OF NEW YORK (THE “NEW YORK COURTS”). EACH PARTY
HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE NEW YORK COURTS FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT
OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING,
ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH NEW YORK COURTS, OR SUCH NEW YORK COURTS ARE IMPROPER OR
INCONVENIENT VENUE FOR SUCH PROCEEDING. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS
BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY
(WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THE TRANSACTION DOCUMENTS AND AGREES
THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE
DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. IF EITHER PARTY SHALL
COMMENCE AN ACTION OR PROCEEDING TO ENFORCE ANY PROVISIONS OF THE TRANSACTION DOCUMENTS, THEN THE PREVAILING PARTY IN SUCH ACTION
OR PROCEEDING SHALL BE REIMBURSED BY THE OTHER PARTY FOR ITS REASONABLE ATTORNEYS’ FEES AND OTHER REASONABLE COSTS AND EXPENSES
INCURRED IN THE INVESTIGATION, PREPARATION AND PROSECUTION OF SUCH ACTION OR PROCEEDING.


 




    	25



    	 



    

 


8.9           Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument. Facsimile signatures shall bind the parties hereto to the same
extent as original signatures.


 


8.10         Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction.


 


8.11         Cross
References. References in this Agreement to any section are, unless otherwise specified, to such
section of this Agreement.


 


8.12         Headings.
The various headings of this Agreement are inserted for convenience only and shall not affect
the meaning or interpretation of this Agreement or any provisions hereof.


 


8.13         Exhibits
and Schedules Incorporated. The exhibits and schedules to this Agreement are incorporated into
and constitute an integral part of this Agreement.


 


8.14         Amendment
and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any
provision of this Agreement will be effective unless such modification, amendment or waiver is approved in writing by both parties
hereto. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of
such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement.


 




    	26



    	 



    

 


8.15         Injunctive
Relief. In the event of a breach or threatened breach by any party of any of its representations,
warranties, covenants or other agreements hereunder, any other party shall be entitled to an injunction or similar equitable relief
restraining such party from committing or continuing any such breach or threatened breach or granting specific performance of any
action required to be performed by such party under any such provision, without the necessity of proving any actual damages and
without the necessity of posting any bond or other security.


 


8.16         Binding
Effect. Except as otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties (including transferees
of the Notes). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. Any attempted assignment or delegation by a party hereto not in accordance
with this Section 8.16 shall be void.


 


8.17         Attorneys’
Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this
Agreement or any Transaction Document, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and disbursements
in addition to any other relief to which such party may be entitled.


 


8.18         Construction.
The parties hereto agree that this Agreement is the product of negotiations between sophisticated
parties and individuals, all of whom were represented by counsel, and each of whom had an opportunity to participate in, and did
participate in, the drafting of each provision hereof. Accordingly, ambiguities in this Agreement, if any, shall not be construed
strictly or in favor of or against any party hereto but rather shall be given a fair and reasonable construction without regard
to the rule of contra proferentem. As used in this Agreement, the word “including” shall mean “including
without limitation” and the masculine gender shall include the feminine and the neuter gender.


 


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


 


8.20        Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each
party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred
by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall
pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Warrant Shares
to the Purchasers. Steel Pier Capital Advisors, LLC shall be reimbursed its expenses in having the Transaction Documents prepared
on behalf of the Company and for its obligations under the Security Agreement in an amount not to exceed $25,000.00.


 






    	27



    	 



    

 


8.21        WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


9.           THE
COLLATERAL AGENT.


 


9.1         Appointment
of Collateral Agent. Each Purchaser hereby irrevocably appoints the Collateral Agent to act on
such Purchaser’s behalf as its collateral agent under the Security Agreement and its collateral agent with respect to the
Collateral for the benefit of such Purchaser, to take such actions on behalf of such Purchaser and exercise such powers as are
expressly delegated to the Collateral Agent by the terms of this Agreement and the other Transaction Documents, together with such
other actions and powers as are reasonably incidental thereto. The Collateral Agent hereby confirms its acceptance of this appointment
and agrees to act as the collateral agent for each Purchaser with respect to the Collateral, on behalf and for the benefit of such
Purchaser, in accordance with the terms of this Agreement. Each Purchaser hereby acknowledges and agrees that the Collateral Agent
shall be appointed, and shall act, as collateral agent with respect to the Collateral for the benefit of other purchasers under
documentation substantially similar to the Transaction Documents and the Collateral Agent.


 


9.2         Collateral
Agent May Perform. If the Company fails to perform any agreement contained in the Security Agreement,
the Collateral Agent, acting on behalf of each Secured Party and at such Secured Party’s written direction, may, but without
any obligation to do so and without notice, itself perform, or cause performance of, such agreement, and all expenses of the Collateral
Agent incurred in connection therewith shall be payable by the Company under both Section 6.07 and Section 6.08 of the Security
Agreement.


 


9.3         The
Collateral Agent’s Duties under the Security Agreement.


 


(a)          The
powers conferred on the Collateral Agent hereunder are solely to protect the Secured Parties’ interests in the Collateral.
Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder
for the benefit of the Secured Parties, the Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether
or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve
rights against any parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised
reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially
equal to that which the Collateral Agent accords its own property.


 




    	28



    	 



    

 


(b)          The
Collateral Agent’s duties and responsibilities hereunder shall be determined solely by the express provisions of this Agreement,
and no other further duties or responsibilities shall be implied. The Collateral Agent makes no representation and has no responsibility
as to the validity of this Agreement or of any other instrument referred to herein, or the creation or perfection of any security
interest. The Collateral Agent shall not be liable for any error of judgment, or any act done or omitted by it in good faith, or
for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except its gross
negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment.


 


(c)          In
no event shall the Collateral Agent incur any liability for not performing any act or fulfilling any obligation hereunder by reason
of any occurrence beyond its control (including, without limitation, any provision of any present or future law or regulation or
any act of any governmental authority, any act of God, war or terrorism, or the unavailability of the Federal Reserve Bank wire
services or any electronic communication facility).


 


(d)          The
Company and each Purchaser shall deliver to the Collateral Agent on or before the date hereof an authority and incumbency certificate,
or a delegation of authority, setting forth the names, specimen signatures and telephone contacts of each Person authorized to
provide directions to the Collateral Agent and promptly provide any changes thereto from time to time thereafter by delivering
to the Collateral Agent a replacement of such certificate substantially in such form as is reasonably acceptable to the Collateral
Agent. The Collateral Agent shall be entitled to rely conclusively on such certificate until it receives such a replacement certificate.
The parties hereto agree that the above constitutes a commercially reasonable security procedure and further agree not to comply
with any instruction or direction (other than those contained herein or delivered in accordance with this Agreement) from any other
Person.


 


9.4          Delegation
of Duties. The Collateral Agent, acting at the written direction of each Purchaser, may execute
any of its respective duties and exercise its rights and powers under this Agreement or any other Transaction Document by or through
any one or more agents, sub-agents or attorneys-in-fact, at the sole cost and expense of the Company, as appointed by the Collateral
Agent and shall be entitled to advice of counsel or other advisors concerning all matters pertaining to its duties and rights hereunder.
The exculpatory provisions of this Section 9 shall apply to any such agent, sub-agent or attorneys-in-fact. The Collateral Agent
shall not be responsible for the negligence or misconduct of any such agent, sub-agent or attorney-in-fact except to the extent
that a court of competent jurisdiction determines in a final and non-appealable judgment that such agent, sub-agent or attorney-in-fact
acted with gross negligence or willful misconduct.


 


9.5          Collateral
Agent’s Performance. 


 


(a)          The
Collateral Agent shall:


 


(i)          promptly
inform each Purchaser of the contents of any written notice or document that, in its capacity as the Collateral Agent, it receives
from or delivers to the Company or any governmental authority; 


 




    	29



    	 



    

 


(ii)         except
as otherwise expressly provided in any Transaction Document, perform its duties in accordance with any written instructions given
to it by a Purchaser, provided that it shall not be required to take any action that exposes it to personal liability or expense,
or for which indemnification deemed sufficient by it in its reasonable discretion has not been provided, or that is contrary to
the Transaction Documents or any applicable law; and


 


(iii)        if
so instructed by any Purchaser in writing, pursuant to the provisions of clause (ii) above, refrain from exercising any right,
power, authority or discretion vested in it as the Collateral Agent hereunder or under any other Transaction Document. 


 


(b)          Except
as otherwise expressly provided in this Agreement, the Collateral Agent shall not take any actions other than upon the written
instruction of each Purchaser.


 


9.6          Reliance
by Collateral Agent; Right to Request Instruction.


 


(a)          Notwithstanding
anything to the contrary in this Agreement (except in the case of gross negligence or willful misconduct on the part of the Collateral
Agent as determined by a court of competent jurisdiction in a final and non-appealable judgment), the Collateral Agent will be
entitled to rely upon, and shall incur no liability and shall be fully protected in relying upon, any certificate, notice or other
document (including any facsimile, telex or other electronic communication) reasonably believed by it to be genuine and correct
and to have been signed or sent by or on behalf of the Person or Persons purporting to issue such certificate, notice or other
document, and upon advice and statement of legal counsel, independent accountants and other experts selected by the Collateral
Agent with reasonable care. As to any matters not expressly provided for by this Agreement, or the Security Agreement, the Collateral
Agent will not be required to take any action or exercise any discretion. Notwithstanding anything else herein to the contrary,
whenever reference is made in any Transaction Document to any discretionary action by, consent, designation, specifications, requirement
or approval of, notice, request or other communications from or other direction given or action to be undertaken or to be (or not
to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression
of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it
is understood that in all cases the Collateral Agent will have the right at any time to seek instructions from each Purchaser,
and will, in all such cases, have no liability in acting, or in refraining from acting, hereunder in accordance with the written
instruction, advice or concurrence of the Purchasers, as it deems appropriate. This provision is intended solely for the benefit
of the Collateral Agent and its successors and permitted assigns and it not intended to and will not entitle the other parties
thereto to any defense, claim or counterclaim, or confer any rights or benefits on any of them.


 


(b)          The
Collateral Agent shall not be liable (i) with respect to any action taken or omitted to be taken by it in good faith in accordance
with the written direction of each Purchaser relating to the time, method and place of conducting any proceeding for any remedy
available to such Purchaser, or exercising any trust or power conferred upon such Purchaser, under this Agreement or any other
Transaction Document, or (ii) for any loss of profits, consequential, incidental, punitive, exemplary or indirect damages.


 




    	30



    	 



    

 


(c)          The
Collateral Agent shall not be deemed to have knowledge of the existence of any default or event of default under any Transaction
Document until such time as it has received notification of the same from each Purchaser or the Company.


 


(d)          Except
as provided in Section 9.7, no provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


 


9.7          Resignation
of the Collateral Agent.


 


(a)          Subject
to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time
by giving at least ninety (90) days’ prior written notice thereof to each Purchaser and the Company. Upon any such resignation,
each Purchaser will have the right and responsibility to appoint a successor Collateral Agent, which successor Collateral Agent
shall (unless any default or event of default under any Transaction Document has occurred and is continuing) be reasonably acceptable
to the Company. If no successor Collateral Agent has been appointed by the Purchasers and has accepted such appointment within ninety
(90) days after the retiring Collateral Agent’s giving of written notice of resignation, then such retiring Collateral Agent
may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor
Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until the appointment of a successor Collateral Agent
by such court, such retiring Collateral Agent shall continue to act as Collateral Agent pursuant to the terms of this Agreement
and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further
act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance
of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent will be discharged
from its duties and obligations hereunder and each relevant Transaction Document and (ii) the retiring Collateral Agent will promptly
transfer all of the Collateral in its possession or control held in the name of the retiring Collateral Agent for the benefit of
each Purchaser and will execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer
the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral to the successor Collateral
Agent for the benefit of each Purchaser. After the retiring Collateral Agent’s resignation hereunder as Collateral Agent,
the provisions of this Section 9 of this Agreement and Section 6.08 of the Security Agreement will continue in effect for its benefit
in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent.


 


(b)          If
the Collateral Agent resigns pursuant to this Section 9.7, the resigning Collateral Agent (at its own cost and expense), shall
make available to the successor Collateral Agent such records, documents and information in the resigning Collateral Agent’s
possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment
as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence,
all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company
in accordance with Section 6.07 and Section 6.08 of the Security Agreement.


 




    	31



    	 



    

 


9.8           Absence
of Fiduciary Relationship. Each of the Collateral Agent and the Purchasers undertakes to perform
or to observe only such of its agreements and obligations as are specifically set forth in this Agreement or any other Transaction
Document. No implied agreements, covenants or obligations with respect to the Company or any of its Affiliates or any Transaction
Document to which the Company or any of its Affiliates is a party shall be read into this Agreement against the Collateral Agent
or any Purchaser. None of the Collateral Agent or any Purchaser is a fiduciary of and shall not owe or be deemed to owe any fiduciary
duty to the Company or any of the Company’s Affiliates.


 


9.9           Additional
Actions. From time to time, the Company shall execute and deliver to each Purchaser and the Collateral
Agent such additional documents, and take such other actions, as such Purchaser or the Collateral Agent may reasonably require
to carry out the purposes of this Agreement and the other Transaction Documents or to preserve and protect such Purchaser’s
rights or the rights of the Collateral Agent, for the benefit of the Secured Parties, as contemplated herein.


 


9.10         Additional
Disclosures. As of the date hereof the Collateral Agent is the holder of a $500,000 Secured Promissory
Note issued by the Company pursuant to the terms of the Amended and Restated Securities Purchase Agreement dated as of August 26,
2014.  In addition, the Collateral Agent also owns less than ten percent (10%) of the Company’s equity securities as
of the date hereof.  By executing this Agreement, each Purchaser acknowledges that it has read this Section 9.10 and that
it has considered, with legal counsel, any potential conflicts of interest which may arise as a result of an investor serving as
Collateral Agent prior to making the decision to invest in the Securities.  


 


[Signature Page to StationDigital Corporation
Securities Purchase Agreement Follows]


 




    	32



    	 



    

 


[Company Signature Page to StationDigital
Corporation Securities Purchase Agreement]


 


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


 


STATIONDIGITAL CORPORATION


 


	By:	/s/ Louis Rossi	 
	Name: 	Louis Rossi	 
	Title:	Chief Executive Officer	 


 


[Purchaser Signature Pages to StationDigital
Corporation Securities Purchase Agreement Follow]


 




    	 



    	 



    

 


[Purchaser Signature Page to StationDigital
Corporation Securities Purchase Agreement]


 


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


 


	Name of Purchaser: 	 
	 	 
	Gust Vasilakis	 
	 	 
	Signature of Authorized Signatory of Purchaser: 
	 	 
	/s/ Gust Vasilakis	 
	 	 
	Name of Authorized Signatory: 	 
	 	 
	 	 
	 	 
	Title of Authorized Signatory: 	 
	 	 
	 	 
	 	 
	Email Address of Purchaser: 	 
	 	 
	 	 
	 	 
	Facsimile Number of Purchaser: 	 
	 	 
	 	 
	 	 
	Address for Notice of Purchaser:	 
	 	 
	 	 
	 	 
	Address for Delivery of Securities for Purchaser (if not same as address for notice):
	 	 
	 	 


 


Subscription Amount: ____$30,000_____________________________________


 


SSN/EIN Number: [PLEASE PROVIDE THIS UNDER SEPARATE COVER]


 




    	 



    	 



    

 


[Collateral Agent Acknowledgment Page to
StationDigital Corporation Securities Purchase Agreement]


 


ACKNOWLEDGED AND AGREED BY

(solely for purposes of Section 9):


 


STEEL PIER CAPITAL ADVISORS, LLC,

as Collateral Agent


 


	By:	/s/ Michael Clofine	 
	Name: 	Michael Clofine	 
	Title:	Manager	 


 


Address for Notices:


 




    	 



    	 



    

 


Company Disclosure Schedules


 


Schedule 3.1 – List of Subsidiaries


 


Schedule 3.5 – Capitalization


 


Schedule 3.7 – Material Contracts


 


Schedule 3.17 – Financial Statements


 


Schedule 3.21 – Permitted Indebtedness


 


Schedule 3.26 – Use of Proceeds


 


Schedule 3.27 – No Commissions


 


Schedule 3.28 – Intellectual Property Rights