SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of October ____,
2019, by and among GENERATION ALPHA, INC., a Nevada corporation (the "Company"),
and YAII PN, LTD., a Cayman Islands exempt company ("Investor").
WITNESSETH
WHEREAS, the Company and the Investor are executing and delivering this
Agreement in reliance upon an exemption from securities registration pursuant to
Section 4(2) and/or Rule 506 of Regulation D ("Regulation D") as promulgated by
the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "Securities Act");
WHEREAS, the parties desire that, upon the terms and subject to the conditions
contained herein, the Company shall issue and sell to the Investor, as provided
herein, and the Investor shall purchase secured convertible debenture
substantially in the form attached hereto as "Exhibit A" (the "Convertible
Debenture") in the aggregate principal amount of USD$275,000, (the "Purchase
Price") which shall be convertible into shares of the Company's common stock,
par value $0.001 (the "Common Stock") (as converted, the "Conversion Shares"),
within 1 business day following the date hereof, subject to notification of
satisfaction of the conditions set forth herein and in Sections 7(a) and 8(a)
herein (the "Closing" or "Closing Date");
WHEREAS, contemporaneously with the Closing the Company shall issue to the
Investor a warrant to purchase 5,500,000 shares of the Company's Common Stock
(the "Warrant Shares") in the form attached hereto as Exhibit B (the "Warrant");
WHEREAS, contemporaneously with the execution and delivery of this Agreement,
(i) the Investor, the Company, and each subsidiary of the Company are executing
and delivering a 4th Amended and Restated Security Agreement (all such security
agreements shall be referred to as the "Security Agreement") pursuant to which
the Company and its wholly owned subsidiaries agree to provide the Investor a
security interest in Pledged Property (as this term is defined in the Security
Agreement), and (ii) each subsidiary of the Company is executing and delivering
a 3rd Amended and Restated Global Guaranty dated the date hereof (the "Guaranty"
and collectively with the Security Agreement, the "Security Documents") in favor
of the Investor;
WHEREAS, contemporaneously with the execution and delivery of this Agreement,
the parties hereto are executing and delivering a Registration Rights Agreement
(the "Registration Rights Agreement") pursuant to which the Company has agreed
to provide certain registration rights under the Securities Act and the rules
and regulations promulgated there under, and applicable state securities laws;
WHEREAS, contemporaneously with the execution and delivery of this Agreement,
the parties hereto are executing and delivering Irrevocable Transfer Agent
Instructions (the "Irrevocable Transfer Agent Instructions"); and
WHEREAS, the Convertible Debenture, the Conversion Shares, and the Warrant and
the Warrant Shares, collectively are referred to herein as the "Securities").
NOW, THEREFORE, in consideration of the mutual covenants and other agreements
contained in this Agreement the Company and the Investor hereby agree as
follows:
1. CERTAIN DEFINITIONS.
(a) "Anti-Bribery Laws" shall mean of any provision of any applicable law or
regulation implementing the OECD Convention on Combating Bribery