COMMON STOCK PURCHASE AGREEMENT
This Common Stock
Purchase Agreement is entered into effective as of this 10 day of May, 2021 (this “Agreement”), by and between
WIKISOFT CORP., a Nevada corporation (the “Company”), and WHITE LION CAPITAL LLC, a Nevada limited liability
company (the “Investor”).
parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time to time,
as provided herein, and the Company shall issue and sell up to Twenty Million Dollars ($20,000,000) of the Company’s Common
Stock (as defined below).
the parties hereto agree as follows:
DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):
shall have the meaning specified in the preamble hereof.
Daily Trading Volume” shall mean the median daily trading volume of the Company’s Common Stock over the most recent
five (5) Business Days prior to the respective Purchase Notice Date, as reported by Bloomberg.
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.
Ownership Limitation” shall have the meaning specified in Section 7.2(h).
means Bloomberg, L.P.
Day” shall mean a day on which the Principal Market shall be open for business.
shall have the meaning specified in Section 9.3(a).
Costs” shall mean all of the Investor’s broker and Transfer Agent costs with respect to the deposit of the Purchase
Date” shall mean the first entire Business Day on which the Investor receives the DWAC Shares set forth in the Purchase
Notice in its brokerage account.
shall mean the closing of a purchase and sale of shares of Common Stock pursuant to Section 2.2.
Date” shall have the meaning specified in Section 2.2(c).
Amount” shall mean Twenty Million Dollars ($20,000,000).
Period” shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the
Investor shall have purchased a number of Purchase Notice Shares pursuant to this Agreement equal to the Commitment Amount or (ii)
December 31, 2022.
shall mean the Company’s common stock, $0.001 par value per share, and any shares of any other class of common stock whether
now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and assets
(upon liquidation of the Company).
Equivalents” means any securities of the Company entitling the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant 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.
shall have the meaning specified in the preamble to this Agreement.
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
Report” has the meaning set forth in Section 6.2.
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees
and disbursements and costs and expenses of expert witnesses and investigation).
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.
Program” shall mean the DTC’s Fast Automated Securities Transfer Program.
shall mean Deposit Withdrawal at Custodian as defined by the DTC.
shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements, including,
without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the DTC’s
underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Purchase Notice Shares
are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery
of the Purchase Notice Shares, as applicable, via DWAC.
means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction
on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account with
DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Date” shall mean the date of this Agreement.
shall mean $0.25.
Party” shall have the meaning specified in Section 9.2.
Party” shall have the meaning specified in Section 9.2.
Notice” shall have the meaning specified in Section 9.3(b).
Amount” shall mean the Purchase Notice Amount less Clearing Costs.
Limit” shall mean $1,000,000 initially, subject to increase at the sole discretion of the Investor.
shall have the meaning specified in the preamble to this Agreement.
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company
that is material and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwise materially
interfere with the ability of the Company to enter into and perform its obligations under any Transaction Document.
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.
Market” shall mean any of the national exchanges (i.e. NYSE, AMEX, Nasdaq), or principal quotation systems (i.e. OTCQX,
OTCQB, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time the principal
trading platform or market for the Common Stock.
Amount” means a dollar amount equal to the closing price of the Common Stock on the Purchase Notice Date multiplied by
the number of shares listed in the respective Purchase Notice, not to exceed the Investment Limit.
Notice” shall mean a written notice from Company, substantially in the form of Exhibit A hereto, to the Investor
setting forth the Purchase Notice Shares which the Company requires the Investor to purchase pursuant to the terms of this Agreement.
Notice Amount” shall mean the Purchase Notice Shares referenced in the Purchase Notice multiplied by the Purchase Price.
Notice Date” shall have the meaning specified in Section 2.2(a).
Notice Limit” shall mean for any Purchase Notice:
committed obligation under each Purchase Notice shall not exceed the Investment Limit; the maximum amount of Purchase Notice Shares
the Company may request the Investor to purchase per each Purchase Notice shall be the lesser of: (i) 250% of the Average Daily
Trading Volume or (ii) the then Investment Limit divided by the highest closing price of the Common Stock over the most recent
five (5) Business Days including the respective Purchase Notice Date. Notwithstanding the forgoing, the Investor may waive the
Purchase Notice Limit at any time to allow the Investor to purchase additional shares under a Purchase Notice. For the purpose
of determining the closing price, the parties shall refer to the as reported closing price on Bloomberg as of the Purchase Notice
Notice Shares” shall mean all shares of Common Stock that the Company shall be entitled to issue as set forth in all
Purchase Notices in accordance with the terms and conditions of this Agreement.
Price” shall mean 85% of the lowest daily VWAP of the Common Stock during the Valuation Period; provided, however,
upon the Investor purchasing $5,000,000 worth of Purchase Notice Shares, the Purchase Price shall
change to 90% of the lowest daily VWAP of the Common Stock during the Valuation Period.
Rights Agreement” means the registration rights agreement to be entered into by and among the Company and the Investor,
in the form set forth in Exhibit B.
Statement” shall have the meaning specified in Section 6.2.
D” shall mean Regulation D promulgated under the Securities Act.
Shares” shall have the meaning set forth in Section 2.3.
shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.
shall mean the United States Securities and Exchange Commission.
shall have the meaning specified in Section 4.5.
mean the Purchase Notice Shares to be issued to the Investor pursuant to the terms of this Agreement.
Act” shall mean the Securities Act of 1933, as amended.
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting
stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated
under the Securities Act.
Documents” shall mean this Agreement, the Registration Rights Agreement and all schedules and exhibits hereto and thereto.
Agent” shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.
Period” shall mean the five (5) Business days prior to the Closing Date.
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or,
if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities
market on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m.,
New York time, as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or,
if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the
electronic bulletin board for such security
during the period beginning at 9:30 a.m., New York time,
and ending at 4:00 p.m., New York time, as reported by Bloomberg, or,
if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest
closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink
sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such
date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined
by the Company and the Investor. If the Company and the Investor are unable to agree upon the fair market value of such security,
then such dispute shall be resolved in accordance with the procedures in Section 10.16. All such determinations shall be appropriately
adjusted for any share dividend, share split, share combination, recapitalization or other similar transaction during such period.
PURCHASE AND SALE OF COMMON STOCK
PURCHASE NOTICES. Upon the terms and conditions set forth herein (including, without limitation, the provisions of
Article VII), the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor
of a Purchase Notice from time to time, to purchase Purchase Notice Shares provided that the amount of Purchase Notice Shares shall
not exceed the Purchase Notice Limit or the Beneficial Ownership Limitation set forth in Section 7.2(h). The Company may not deliver
a subsequent Purchase Notice until the Closing of an active Purchase Notice, except if waived by the Investor in writing.
Notwithstanding the forgoing, the Company may not submit a Purchase Notice to the Investor if the
Purchase Amount is less than $20,000 or the closing price of the Common Stock on the Purchase
Notice Date is less than the Floor Price.
Section 2.2 MECHANICS.
PURCHASE NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement,
the Company may deliver a Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise
provided herein. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Investor alongside delivery of the
Purchase Notice. A Purchase Notice shall be deemed delivered on (i) the Business Day it is received by email by the Investor if
such notice is received on or prior to 4:00 p.m. New York time or (ii) the next Business Day if it is received by email after 4:00
p.m. New York time on a Business Day or at any time on a day which is not a Business Day (the “Purchase Notice Date”).
DELIVERY OF PURCHASE NOTICE SHARES. No later than 5:00 p.m. New York time on the 2nd Business Day following the Purchase
Notice Date the Company shall deliver the Purchase Notice Shares as DWAC Shares to the Investor.
CLOSING. The Closing of a Purchase Notice shall occur five (5) Business Day after the Clearing Date (the “Closing
Date”); whereby the Investor shall deliver to the Company, by 5:00 p.m. New York time on the Closing Date, the applicable
Investment Amount by wire transfer of immediately available funds on the Closing Date to account designated by the Company.
Section 2.3 RESTRICTED
SHARES. Upon the Investor purchasing $100,000 worth of Purchase Notice Shares
pursuant to this Agreement, the Company shall issue 50,000 shares of restricted Common Stock to Investor in the form of book entry
or certificate form at the sole discretion of the Investor (the “Restricted Shares”). The Restricted Shares issued
to Investor pursuant to this Section 2.3, will be not be Purchase Notice Shares, and will be “restricted securities”
that may not be resold unless such proposed resale is registered or pursuant to an available exemption under the Securities Act.
The Company is under no obligation to register the Restricted Shares or any subsequent
proposed resale of the Restricted Shares. The certificate evidencing the Restricted
Shares will be imprinted with a legend which prohibits the transfer of the Restricted
Shares unless such transfer is registered or such registration is not required. Notwithstanding
the forgoing, if the Company fails to uplist to OTC Market’s OTCQB Tier within sixty (60) Business Days after the
Execution Date or is unable to declare effective the Registration Statement within ninety (90) Business Days from the date the
Company’s Common Stock begins trading on the OTC Market’s OTCQB Tier, the Company shall immediately instruct the Transfer
Agent to issue 50,000 Restricted Shares to the Investor.
REPRESENTATIONS AND WARRANTIES OF INVESTOR
The Investor represents
and warrants to the Company that:
INTENT. The Investor is entering into this Agreement for its own account and the Investor has no present arrangement
(whether or not legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act
or any applicable state securities laws; provided, however, that the Investor reserves the right to dispose of the
Securities at any time in accordance with federal and state securities laws applicable to such disposition.
NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement
and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is
relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives
or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement
or the securities laws of any jurisdiction.
ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the
Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment
in the Securities. The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of
AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under the
Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of the Transaction
Documents and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary
action and no further consent or authorization of the Investor is required. The Transaction Documents to which it is a party has
been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the
valid and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy,
insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application.
NOT AN AFFILIATE. The Investor is not an officer, director or “affiliate” (as that term is defined in
Rule 405 of the Securities Act) of the Company.
ORGANIZATION AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents.
ABSENCE OF CONFLICTS. The execution and delivery of the Transaction Documents and the consummation of the transactions
contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture, instrument
or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict
with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of
any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party,
or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement,
relationship or legal obligation to which the Investor is subject or to which any of its assets, operations or management may be
DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on
behalf of the Company and has had access to all publicly available information with respect to the Company.
MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional
meeting, television advertisement or any other form of general solicitation or advertising.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as set forth
in the SEC Documents and the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any
representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure
Schedules, the Company represents and warrants to the Investor, as of the date hereof, that:
ORGANIZATION OF THE COMPANY. The Company is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority
to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation or
default of any of the provisions of its certificate of incorporation, bylaws or other organizational or charter documents. The
Company is duly qualified to conduct business and is in good standing as a foreign corporation in each jurisdiction in which the
nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect
and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or
curtail such power and authority or qualification. The Company has no Subsidiaries.
AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations
under the Transaction Documents. The execution and delivery of the Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further
consent or authorization of the Company or its Board of Directors or stockholders is required. The Transaction Documents have been
duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles
of general application.
CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of 200,000,000 shares
of Common Stock, Common Stock, of which approximately [90,964,265] shares of Common Stock are issued and outstanding as of the
Execution Date. 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. 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 in the SEC Documents, 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 is or
may become bound to issue additional shares of Common Stock or Common Stock Equivalents. 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 Investor) 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. 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
LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(g) of the Exchange Act,
and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating
such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from the Principal
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 Principal 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.
SEC DOCUMENTS; DISCLOSURE. 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) thereof, for the
one (1) year 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 Documents”) on a timely basis or has received a valid extension of such time of filing
and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal
laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company included
in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements and the published
rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have
been prepared in accordance with
generally accepted accounting
principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial
statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes
or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as
of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and conditions of the
transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its
behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute
material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representation
in effecting transactions in securities of the Company.
VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by
the Company other than restrictions on transfer provided for in the Transaction Documents.
NO CONFLICTS. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Purchase
Notice Shares, do not and will not: (a) result in a violation of the Company’s certificate or articles of incorporation,
by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default (or an event that with
notice or lapse of time or both would become a material default) under, result in the creation of any Lien upon any of the properties
or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture, instrument or any “lock-up” or similar provision of any underwriting or similar agreement to which
the Company is a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the
Company is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations
as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise in violation of, conflict
with or in default under any of the foregoing. The business of the Company is not being conducted in violation of any law, ordinance
or regulation of any governmental entity, except for possible violations that either singly or in the aggregate do not and will
not have a Material Adverse Effect. The Company is not required under federal, state or local law, rule or regulation to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for
it to execute, deliver or perform any of its obligations under the Transaction Documents (other than any SEC or state securities
filings that may be required to be made by the Company in connection with the issuance of Purchase Notice Shares or subsequent
to any Closing or any registration statement that may be filed pursuant hereto); provided that, for purposes of the representation
made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of
NO MATERIAL ADVERSE EFFECT. No event has occurred that would have a Material Adverse Effect on the Company that has
not been disclosed in subsequent SEC Documents.
LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents and the Disclosure Schedule, there are
no material actions, suits, investigations, inquiries or similar proceedings (however any governmental agency may name them) pending
or, to the knowledge of the Company, threatened against or affecting the Company or its properties, nor has the Company received
any written or oral notice of any such action, suit, proceeding, inquiry or investigation, which would have a Material Adverse
Effect. No judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested
of any court, arbitrator or governmental agency which would have a Material Adverse Effect. There has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former
director or officer of the Company.
REGISTRATION RIGHTS. Except as set forth in Schedule 4.10, no Person (other than the Investor) has any right to cause
the Company to effect the registration under the Securities Act of any securities of the Company.
ACKNOWLEDGMENT REGARDING INVESTOR’S PURCHASE OF SECURITIES. The Company acknowledges
and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction
Documents and the transactions contemplated hereby and thereby and that the Investor is not (i) an officer or director of the Company,
or (ii) an “affiliate” (as defined in Rule 144) of the Company. The Company further acknowledges that the Investor
is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents
and the transactions contemplated hereby and thereby, and any advice given by the Investor or any of its representatives or agents
in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s
purchase of the Shares. The Company further represents to the Investor that the Company’s decision to enter into the Transaction
Documents has been based solely on the independent evaluation by the Company and its representatives.
NO GENERAL SOLICITATION; PLACEMENT AGENT. Neither the Company, nor any Person acting
on its behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under
the Securities act) in connection with the offer or sale of the Securities. The Company has not engaged a placement agent in connection
with the sale of the Securities.
NO INTEGRATED OFFERING. None of the Company, its affiliates, and any Person acting on their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would
cause this offering of
the Securities to be
integrated with prior offerings for purposes of any applicable stockholder approval provisions, including, without limitation,
under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are
listed or designated, but excluding stockholder consents required to authorize and issue the Securities or waive any anti-dilution
provisions in connection therewith.
OTHER COVERED PERSONS. The Company is not aware of any Person (other than any Issuer Covered Person) that has been
or will be paid (directly or indirectly) remuneration for solicitation of the Investor in connection with the sale of any Regulation
COVENANTS OF INVESTOR
SHORT SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor acting on its behalf or
pursuant to any understanding with it, will execute any Short Sales during the period from the date hereof to the end of the Commitment
Period. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of the Purchase Notice of such
number of shares of Common Stock reasonably expected to be purchased under the Purchase Notice shall not be deemed a Short Sale.
The Investor shall, until such time as the transactions contemplated by the Transaction Documents are publicly disclosed by the
Company in accordance with the terms of the Transaction Documents, maintain the confidentiality of the existence and terms of this
transaction and the information included in the Transaction Documents.
COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities
with respect to shares of Common Stock will be in compliance with all applicable state and federal securities laws and regulations
and the rules and regulations of the Principal Market.
COVENANTS OF THE COMPANY
LISTING OF COMMON STOCK. The Company shall promptly secure the listing, where applicable, of all of the Common Stock
to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance, where applicable) and shall
use commercially reasonable best efforts to maintain, so long as any shares of Common Stock shall be so listed, the listing, if
required, of all such Common Stock from time to-time issuable hereunder. The Company shall use its commercially reasonable best
efforts to continue the listing or quotation and trading of the Common Stock on the Principal Market (including, without limitation,
maintaining sufficient net tangible assets, if required) and will comply in all respects with the Company’s reporting, filing
and other obligations under the bylaws or rules of the Principal Market.
FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form
8-K, including the Transaction Documents as exhibits thereto, with the SEC within the time required by and in compliance with the
Exchange Act, relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction
Documents (the “Current Report”). The Company shall permit the Investor to review and comment upon the final
pre-filing draft version of the Current Report at least one (1) Business Day prior to its filing with the SEC, and the Company
shall give reasonable consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon the
final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it from the
Company. The Company shall also file with the SEC, within sixty (60) Business Days from the date the Company’s Common Stock
begins trading on the OTC Market’s OTCQB Tier, a new Registration Statement on Form S-1 or S-3 (the “Registration
Statement”) in compliance with the terms of the Registration Rights Agreement, covering the resale of the Securities.
CONDITIONS TO DELIVERY OF
PURCHASE NOTICE AND CONDITIONS TO CLOSING
CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PURCHASE NOTICE SHARES. The right of the Company
to issue and sell the Purchase Notice Shares to the Investor is subject to the satisfaction of each of the conditions set forth
ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall
be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing as though made
at each such time.
PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to
PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to
PRINCIPAL MARKET REGULATION. The Company shall not issue any Purchase Notice Shares, and the Investor shall not have
the right to receive any Purchase Notice Shares, if the issuance of such Purchase Notice Shares would exceed the aggregate number
of shares of Common Stock which the Company may issue without breaching the Company’s obligations under the rules or regulations
of the Principal Market.
CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE THE PURCHASE NOTICE SHARES. The obligation of the
Investor hereunder to purchase the Purchase Notice Shares is subject to the satisfaction of each of the following conditions:
ESCROW ACCOUNT. The Company in its sole discretion, may at any time, cause the Investor to enter into an escrow agreement
with the Company and an escrow agent selected by the Company and approved by the Investor, to set up an escrow account for the
transactions under this Agreement.
EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain
effective for the offering of the Securities and (i) the Company shall not have received notice that the SEC has issued or intends
to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness
of such Registration Statement, either temporarily or permanently, or intends or has threatened to do so and (ii) no other suspension
of the use of, or withdrawal of the effectiveness of, such Registration Statement or related prospectus shall exist. The Investor
shall not have received any notice from the Company that the prospectus and/or any prospectus supplement fails to meet the requirements
of Section 5(b) or Section 10 of the Securities Act.
ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company
shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except
for representations and warranties specifically made as of a particular date).
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with
all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.
NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and
materially adversely affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been
commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by the
ADVERSE CHANGES. Since the date of filing of the Company’s most recent annual report on Form 10-K, no event
that had or is reasonably likely to have a Material Adverse Effect has occurred.
NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended
by the SEC or the Principal Market, or otherwise halted for any reason, and the Common Stock shall have been approved for listing
or quotation on and shall not have been delisted from or no longer quoted on the Principal Market. In the event of a suspension,
delisting, or halting for any reason, of the trading of the Common Stock, as contemplated by this Section 7.2(g), the Investor
shall have the right to return to the Company any amount of Purchase Notice Shares associated with such Purchase Notice, and the
Investment Amount with respect to such Purchase Notice shall be refunded accordingly.
BENEFICIAL OWNERSHIP LIMITATION. The number of Purchase Notice Shares then to be purchased by the Investor shall
not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially
or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation
(as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(h), in the
event that the amount of Common Stock outstanding is greater or lesser on a Closing Date than on the date upon which the Purchase
Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Purchase Notice
shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to
this Agreement, would own more than the Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event
the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Beneficial Ownership
Limitation, upon request of the Company the Investor will provide the Company with evidence of the Investor’s then existing
shares beneficially or deemed beneficially owned. The “Beneficial Ownership Limitation” shall be 4.99% of the number
of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Purchase
Notice. Notwithstanding the foregoing, the Investor may increase the Beneficial Ownership Limitation up to 9.99% at its sole discretion.
To the extent that the Beneficial Ownership Limitation is exceeded, the number of shares of Common Stock issuable to the Investor
shall be reduced so it does not exceed the Beneficial Ownership Limitation.
NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing
the effectiveness of the Registration Statement to be suspended or any prospectus or prospectus supplement failing to meet the
requirement of Sections 5(b) or 10 of the Securities Act (which event is more likely than not to occur within the fifteen (15)
Business Days following the Business Day on which such Purchase Notice is deemed delivered).
NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Purchase Notice Shares shall not violate the
shareholder approval requirements of the Principal Market.
DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill”.
SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required
to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed
with the SEC within the applicable time periods prescribed for such filings under the Exchange Act.
NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the
Purchase Notice Shares.
INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations
hereunder to comply with all applicable securities laws upon the sale of the Common Stock.
INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the
other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls
such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”)
from and against any Damages, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from,
arising out of this Agreement or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform
any covenant or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or prospectus
or prospectus supplement, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained
in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading,
or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or
any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except
to the extent such Damages result primarily from the Indemnified Party’s failure to perform any covenant or agreement contained
in this Agreement or the Indemnified Party’s, recklessness or willful misconduct in performing its obligations under this
Agreement; provided, however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party
to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission
or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to the
Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof,
prospectus, prospectus supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).
A party that seeks indemnification under must promptly give the other party notice of any legal action. But a delay in notice
does not relieve an Indemnifying Party of any liability to any Indemnified Party, except to the extent the Indemnifying Party shows
that the delay prejudiced the defense of the action.
The Indemnifying Party may participate in the defense at any time or it may assume the defense by giving notice to the Indemnified
Parties. After assuming the defense, the Indemnifying Party:
must select counsel (including local counsel if appropriate) that is reasonably satisfactory to the Indemnified Parties;
is not liable to the other party for any later attorney’s fees or for any other later expenses that the Indemnified
Parties incur, except for reasonable investigation costs;
must not compromise or settle the action without the Indemnified Parties consent (which may not be unreasonably withheld);
is not liable for any compromise or settlement made without its consent.
If the Indemnifying Party fails to assume the defense within 10 days after receiving notice of the action, the Indemnifying
Party shall be bound by any determination made in the action or by any compromise or settlement made by the Indemnified Parties,
and also remains liable to pay the Indemnified Parties’ legal fees and expenses.
METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section
9.2 shall be asserted and resolved as follows:
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted
against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a
“Third Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served,
if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification
that is being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then
reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”)
with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable
promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated
to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability
to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party
as soon as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either
a Claim Notice or an Indemnity Notice (as defined below) (the “Dispute Period”) whether the Indemnifying Party disputes
its liability or the amount of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires,
at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim.
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to
defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party
shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of
the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently
prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but
only with the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment
of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified
in full pursuant to Section 9.2). The Indemnifying Party shall have full control of such defense and proceedings, including any
compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense
of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence
of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes
to be necessary or appropriate to protect its interests; and provided, further, that if requested by the Indemnifying
Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the
Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may
participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant
to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses
with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense
or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect
to such Third Party Claim.
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires
to defend the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute
vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within
the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying
Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in
a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying
Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings,
including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying
Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and
its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions
of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying
Party disputes its liability or the amount of its liability hereunder to the
with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided
in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s
defense pursuant to this clause (ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s
request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred
by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense
or settlement controlled by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs
and expenses with respect to such participation.
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability
to the Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within
the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party
with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability
of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified
Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such
claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying
Party shall be entitled to institute such legal action as it deems appropriate.
In the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve
a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying
the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount,
determined in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party.
The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to
the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party
notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice
or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount
of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed
a liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the
Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect
to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall
be entitled to institute such legal action as it deems appropriate.
The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable,
for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such
The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified
Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.
GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the
State of California without regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits to
the exclusive jurisdiction of the United States federal and state courts located in Los Angeles, California, with respect to any
dispute arising under the Transaction Documents or the transactions contemplated thereby.
JURY TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim
brought by either of the parties hereto against the other in respect of any matter arising out of or in connection with the Transaction
ASSIGNMENT. The Transaction Documents shall be binding upon and inure to the benefit of the Company and the Investor
and their respective successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned
by either party to any other Person.
NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their
respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
contemplated by Article IX.
TERMINATION. The Company or Investor may terminate this Agreement at any time in
the event of a material breach of the Agreement by the Company or Investor, which shall be effected by written notice being sent
by the non-breaching party to the breaching party. In addition, this Agreement shall automatically terminate on the earlier of
(i) the end of the Commitment Period; (ii) the date in which the Registration Statement is no longer effective, or (iii) the date
that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a
proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property or the
Company makes a general assignment for the benefit of its creditors; provided, however, that the provisions of Articles III, IV,
V, VI, IX and the agreements and covenants of the Company and the Investor set forth in this Article X shall survive the termination
of this Agreement. This Agreement may also be terminated by the Company at any time for any reason by giving written notice to
the Investor. Upon termination of this Agreement by the Company for any reason, unless the Company has already issued 50,000 Restricted
Shares to the Investor pursuant to Section 2.3 of this Agreement, the Company shall issue 50,000 Restricted Shares to the Investor,
irrespective of any other event or condition, including, without limitation, the Company’s submission of a Purchase
ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits thereto, contain the entire understanding
of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings,
oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents and exhibits.
FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing 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 the Clearing Cost associated with each Closing, and any Transfer Agent fees (including any fees required for same-day
processing of any instruction letter delivered by the Company), stamp taxes and other taxes and duties levied in connection with
the delivery of any Securities to the Investor.
COUNTERPARTS. The Transaction Documents may be executed in multiple counterparts, each of which may be executed by
less than all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually
executing such counterparts and all of which together shall constitute one and the same instrument. The Transaction Documents may
be delivered to the other parties hereto by email of a copy of the Transaction Documents bearing the signature of the parties so
delivering this Agreement.
SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that
such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.
FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent, and no rules of strict construction will be applied against any party.
EQUITABLE RELIEF. The Company recognizes that in the event that it fails to
perform, observe, or discharge any or all of its obligations under this Agreement, any remedy at law may prove to be inadequate
relief to the Investor. The Company therefore agrees
that the Investor shall
be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. In
addition to being entitled to exercise all rights provided herein or granted by law, both parties will be entitled to specific
performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss
incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert
in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.
TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and
are not to be considered in construing or interpreting this Agreement.
AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after the date
that is one (1) Business Day immediately preceding the initial filing of the prospectus to the Registration Statement with the
SEC. Subject to the immediately preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument
signed by both parties hereto and (ii) no provision of this Agreement may be waived other than in a written instrument signed by
the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege.
PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise
making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or
otherwise make any such public statement, other than as required by law, without the prior written consent of the other parties,
which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure
is required by law, in which such case the disclosing party shall provide the other party with prior notice of such public statement.
Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor without the prior written consent
of the Investor, except to the extent required by law. The Investor acknowledges that the Transaction Documents may be deemed to
be “material contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company
may therefore be required to file such documents as exhibits to reports or registration statements filed under the Securities Act
or the Exchange Act. The Investor further agrees that the status of such documents and materials as material contracts shall be
determined solely by the Company, in consultation with its counsel.
Submission to Dispute Resolution.
In the case of a dispute relating to the Average Daily Trading Volume, Purchase Notice Limit or VWAP (as the case may be)
(including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Investor (as
the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two
(2) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Investor at any time after
the Investor learned of the circumstances giving rise to such dispute. If the Investor and the Company are unable to promptly resolve
such dispute relating to such Average Daily Trading Volume, Purchase Notice Limit or VWAP (as the case may be), at any time after
the second (2nd) Business Day following such initial notice by the Company or the Investor (as the case may be) of such dispute
to the Company or the Investor (as the case may be), then the Company and the Investor may select an independent, reputable investment
bank as mutually agreed upon to resolve such dispute.
The Investor and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so
delivered in accordance with the first sentence of this Section 10.16 and (B) written documentation supporting its position with
respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following
the date on which such investment bank was selected (the “Dispute Submission Deadline”) (the documents referred to
in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”)
(it being understood and agreed that if either the Investor or the Company fails to so deliver all of the Required Dispute Documentation
by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer
be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment
bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation
that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by
both the Company and the Investor or otherwise requested by such investment bank, neither the Company nor the Investor shall be
entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute
(other than the Required Dispute Documentation).
The Company and the Investor shall cause such investment bank to determine the resolution of such dispute and notify the
Company and the Investor of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline.
The fees and expenses of such investment bank shall be borne solely by the party submitting such dispute, and such investment bank’s
resolution of such dispute shall be final and binding upon all parties absent manifest error.
Miscellaneous. Both the Company and the Investor expressly acknowledge and agree that (i) this Section 10.16 constitutes
an agreement to arbitrate between the Company and the Investor (and constitutes an arbitration agreement) only with respect to
such dispute in connection with Section 10.16(a)(i) and that both the Company and the Investor are authorized to apply for an order
to compel arbitration in order to compel compliance with this
Section 10.16, (ii)
the terms of this Agreement and each other applicable Transaction Document shall serve as the basis for the selected investment
bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized)
to make all findings, determinations and the like that such investment bank determines are required to be made by such investment
bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings,
determinations and the like to the terms of this Agreement and any other applicable Transaction Documents, (iii) the Company and
the Investor shall have the right to submit any dispute other than described in this Section 10.16 (a) to any state or federal
court sitting in The City of Los Angeles and (iv) nothing in this Section 10.16 shall limit the Company or the Investor from obtaining
any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this
Section 10.16). The Company and the Investor agree that all dispute resolutions may be conducted in a virtual setting to be mutually
agreed by both parties.
NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) delivered by reputable air courier
service with charges prepaid next Business Day delivery, or (c) transmitted by hand delivery, or email as a PDF, addressed as set
forth below or to such other address as such party shall have specified most recently by written notice given in accordance herewith.
Any notice or other communication required or permitted to be given hereunder shall be deemed effective upon hand delivery or delivery
by email at the address designated below (if delivered on a business day during normal business hours where such notice is to be
received), or the first business day following such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received).
The addresses for such communications
If to the Company:
with a copy (not constituting
Anthony L.G., PLLC
Xxxx Xxxxxxxxxxx, Esq.
If to the Investor:
WHITE LION CAPITAL LLC
With a copy (not constituting
Either party hereto may from time to time
change its address or email for notices under this Section 10.17 by giving prior written notice of such changed address to the
other party hereto.
[Signature Page Follows]
IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day
and year first above written.
DISCLOSURE SCHEDULES TO
COMMON STOCK PURCHASE AGREEMENT
Schedule 4.5 – SEC Documents
Schedule 4.9 – Litigation
Schedule 4.10 – Registration
FORM OF PURCHASE NOTICE
TO: WHITE LION CAPITAL LLC
We refer to the Common Stock Purchase
Agreement, dated as of 10 May, 2021, (the “Agreement”), entered into by and between Wikisoft Corp.,
and White Lion Capital LLC. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning
when used herein.
1) Give you notice that we require you
to purchase __________ Purchase Notice Shares; and
2) Certify that, as of the date hereof,
the conditions set forth in Section 7 of the Agreement are satisfied.
REGISTRATION RIGHTS AGREEMENT